SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
Form N-1A | |
REGISTRATION STATEMENT (NO. 2-27203) | |
UNDER THE SECURITIES ACT OF 1933 | [X] |
Pre-Effective Amendment No. | [ ] |
Post-Effective Amendment No. 108 | [X] |
and | |
REGISTRATION STATEMENT (NO. 811-01530) UNDER THE INVESTMENT COMPANY ACT | |
OF 1940 | |
Amendment No. 109 | [X] |
VANGUARD EXPLORER FUND
(Exact Name of Registrant as Specified in Declaration of Trust)
P.O. Box 2600, Valley Forge, PA 19482
(Address of Principal Executive Office)
Registrants Telephone Number (610) 669-1000
Heidi Stam, Esquire
P.O. Box 876
Valley Forge, PA 19482
Approximate Date of Proposed Public Offering: |
It is proposed that this filing will become effective (check appropriate box) |
[ ] immediately upon filing pursuant to paragraph (b) |
[X] on February 25, 2016, pursuant to paragraph (b) |
[ ] 60 days after filing pursuant to paragraph (a)(1) |
[ ] on (date) pursuant to paragraph (a)(1) |
[ ] 75 days after filing pursuant to paragraph (a)(2) |
[ ] on (date) pursuant to paragraph (a)(2) of rule 485 |
If appropriate, check the following box: |
[ ] This post-effective amendment designates a new effective date for a |
previously filed post-effective amendment. |
Vanguard Explorer Fund |
Prospectus |
February 25, 2016 |
Investor Shares & Admiral Shares |
Vanguard Explorer Fund Investor Shares (VEXPX) |
Vanguard Explorer Fund Admiral Shares (VEXRX) |
This prospectus contains financial data for the Fund through the fiscal year ended October 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 | |||
Fund Summary | 1 | Investing With Vanguard | 27 |
More on the Fund | 7 | Purchasing Shares | 27 |
The Fund and Vanguard | 16 | Converting Shares | 30 |
Investment Advisors | 17 | Redeeming Shares | 31 |
Dividends, Capital Gains, and Taxes | 20 | Exchanging Shares | 35 |
Share Price | 22 | Frequent-Trading Limitations | 35 |
Financial Highlights | 24 | Other Rules You Should Know | 37 |
Fund and Account Updates | 42 | ||
Contacting Vanguard | 43 | ||
Additional Information | 44 | ||
Glossary of Investment Terms | 45 |
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 Investor Shares or Admiral 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 Funds net asset value. They have no impact on the costs
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Examples
The following examples are intended to help you compare the cost of investing in the Funds Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Funds shares. These examples assume 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 | |
Investor Shares | $ 50 | $157 | $274 | $616 |
Admiral Shares | $36 | $113 | $197 | $443 |
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 examples, 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 invests mainly in the stocks of small companies. These companies tend to be unseasoned but are considered by the Funds advisors to have superior growth potential. Also, these companies often provide little or no dividend income. 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 Funds share price and total return to fluctuate within a wide range. 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.
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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 generally have limited product lines and financial resources and may be 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 information technology 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 Funds Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market 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.
Annual Total Returns Vanguard Explorer Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 19.79% (quarter ended June 30, 2009), and the lowest return for a quarter was 26.16% (quarter ended December 31, 2008).
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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 shown only for the Investor Shares and may differ for each share class. 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
Arrowpoint Asset Management, LLC (Arrowpoint Partners) Chartwell Investment Partners, LLC (Chartwell) Granahan Investment Management, Inc. (Granahan) Kalmar Investment Advisers (Kalmar) Stephens Investment Management Group, LLC (SIMG) Wellington Management Company LLP (Wellington Management) The Vanguard Group, Inc. (Vanguard)
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Portfolio Managers
Chad Meade, Partner and Portfolio Manager of Arrowpoint Partners. He has co-managed a portion of the Fund since 2014.
Brian Schaub, CFA, Partner and Portfolio Manager of Arrowpoint Partners. He has co-managed a portion of the Fund since 2014.
J ohn A. Heffern, Managing Partner and Senior Portfolio Manager at Chartwell. He has managed a portion of the Fund since 2006.
Gary C. Hatton, CFA, Co-Founder and Chief Investment Officer of Granahan. He has co-managed a portion of the Fund since 1998.
Jane M. White, Co-Founder, President, and Chief Executive Officer of Granahan. She has co-managed a portion of the Fund since 2000.
Jennifer M. Pawloski, Vice President of Granahan. She has co-managed a portion of the Fund since 2014.
F ord B. Draper, Jr., President, Chief Investment Officer, and Founder of Kalmar. He has managed a portion of the Fund since 2005 (co-managed since 2014).
Dana F. Walker, CFA, Portfolio Manager at Kalmar. He has co-managed a portion of the Fund since 2014 .
Ryan E. Crane, CFA, Chief Investment Officer of SIMG. He has managed a portion of the Fund since 2013.
Kenneth L. Abrams, Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has managed a portion of the Fund since 1994.
Daniel J. Fitzpatrick, CFA, Senior Managing Director and Equity Research Analyst at Wellington Management. He has served as an associate portfolio manager for a portion of the Fund since 2014.
James P. Stetler, Principal of Vanguard. He has co-managed a portion of the Fund since 2012.
Michael R. Roach, CFA, Portfolio Manager at Vanguard. He has co-managed a portion of the Fund since 2012.
Binbin Guo, Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguards Quantitative Equity Group. He has co-managed a portion of the Fund since 2016.
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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 Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. 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 advisors do not pay financial intermediaries for sales of Fund shares.
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More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance
for fluctuations in the securities markets. Look for this
symbol throughout the
prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk ® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
The Fund offers two separate classes of shares: Investor Shares and Admiral Shares.
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 Fund Expenses |
All mutual funds have operating expenses. These expenses, which are deducted |
from a funds 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 Funds expense ratios would be as follows: |
for Investor Shares, 0.49% , or $4.90 per $1,000 of average net assets; for |
Admiral Shares, 0.35%, or $3.50 per $1,000 of average net assets. The average |
expense ratio for small-cap growth funds in 2014 was 1.39%, or $13.90 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 funds performance. |
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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.
Market Exposure
The Fund focuses on companies that are considered small-cap by the Funds advisors.
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 October 31, 2015 , was $2.8 billion.
Small-cap stocks tend to have greater volatility than large-cap stocks because, among other things, smaller companies often have fewer customers, financial resources, and products than larger firms. Such characteristics can make small-cap companies more sensitive to changing economic conditions. In addition, these companies typically provide little or no dividend income, have shorter operating histories and less publicly
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available information, and may rely more heavily on key personnel, all of which contribute to increased volatility in these stocks .
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.
U.S. Stock Market Returns | ||||
(19262015) | ||||
1 Year | 5 Years | 10 Years | 20 Years | |
Best | 54.2% | 28.6% | 19.9% | 17.8% |
Worst | 43.1 | 12.4 | 1.4 | 3.1 |
Average | 11.9 | 10.0 | 10.4 | 11.1 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2015 . 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, which may involve greater risk than stocks of larger companies . Historically, small-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 are 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.
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The Fund is subject to 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 generally have limited product lines and financial resources and may be 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. |
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 or if the advisor deems it to be in the best interest of the Fund . Different advisors may reach different conclusions on the same security.
Each advisor uses a different process to select securities for its portion of the Funds assets; however, each is committed to buying stocks of small companies that, in the advisors opinion, have strong growth potential.
Wellington Management Company LLP (Wellington Management) uses fundamental research and analysis of individual companies to select stocks that the advisor feels have higher growth potential relative to their valuations in the marketplace. Wellington Management considers each stock individually before purchase and continually monitors developments at these companies for comparison with the advisors
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expectations for growth. To help limit risk, the portfolio is broadly diversified both by number of stocks and by exposure to a range of industries.
Kalmar Investment Advisers (Kalmar) uses original and in-depth fundamental research to discover solid, well-managed growth companies that may not be appropriately understood by many growth investors and can therefore be purchased at undervalued levels. Kalmar intends to hold these stocks for the longer term. Companies that meet Kalmars growth-with-value investment criteria have, among other things, strong growth potential, reasonable valuation, products of value, attractive or improving balance sheets and financial returns, and conservative accounting.
Granahan Investment Management, Inc. (Granahan) groups securities into three categories as part of its selection process. The first category, core growth, emphasizes companies that have a well-known or established product or service and, as a result, have a proven record of growth and a strong market position. The second category, pioneers, is made up of companies that offer unique products or services, technologies that may lead to new products, or expansion into new markets. Granahan judges pioneer stocks based on their estimated growth potential compared with market value. The third category, special situation, includes companies that lack a record of strong growth but that, in Granahans view, are both undervalued in the market and likely to grow in the next few years. Core growth stocks generally make up 35% to 70% of the advisors share of Fund assets, with the other two categories generally at 10% to 35% each.
Stephens Investment Management Group, LLC (SIMG) employs a disciplined, bottom-up investment selection process that combines rigorous fundamental analysis with quantitative screening in an effort to identify companies that exhibit potential for superior earnings growth that is unrecognized by the markets. SIMG has two screensone for core growth stocks and one for catalyst stocks. Core growth stocks have strong growth franchises, recurring revenue, and above-average growth rates; catalyst stocks, in comparison, are experiencing change that could lead to accelerated earnings growth. There are common elements in both types of stocks, such as higher forward growth rates, above-median price/earnings ratios, higher return on equity, and positive earnings revisions.
Chartwell Investment Partners, LLC (Chartwell) invests in companies that demonstrate strong earnings-per-share growth and, the advisor believes, have strong competitive positions and products, while serving a meaningful customer base. Chartwell will invest opportunistically when stocks are attractively valued, yet it will concentrate holdings in those companies it considers best positioned for rapid growth, all with an intermediate-term time horizon in mind.
Arrowpoint Asset Management, LLC (Arrowpoint Partners) uses in-depth, fundamental research to uncover companies that, in its opinion, can control their own
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economic destiny. Arrowpoint Partners starts by identifying businesses with strong competitive advantages in industries with high barriers to entry. Arrowpoint Partners then narrows its focus to companies with large potential markets and high-quality business models focused on the future. Finally, Arrowpoint Partners minimizes potential downside risk, resulting in a diversified portfolio of stable growth companies, cyclical share gainers, and to a lesser extent, game-changing growth businesses that Arrowpoint Partners feels will deliver returns beyond those of the benchmark index over time.
The Vanguard Group, Inc. (Vanguard) constructs a broadly diversified portfolio of small-cap domestic growth stocks based on its assessment of the relative return potential of the securities. The advisor selects securities of companies that it believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers. Vanguard manages the portfolio through the use of a quantitative process to evaluate all of the securities in the Funds benchmark, the Russell 2500 Growth Index, while seeking to maintain a risk profile similar to that of the Index. The process was developed by a team of Vanguard researchers and is continually evolving. All potential enhancements to the process go through rigorous peer vetting and validation before being implemented. A team of portfolio managers utilizes the resulting process to determine which securities to buy and sell in the portfolio.
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 information technology sector subjects the Fund to proportionately higher exposure to the risks of this sector.
Other Investment Policies and Risks
In addition to investing in common stocks of small companies with growth potential, 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 25% of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the 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 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.
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The Fund may invest up to 15% of its net assets in illiquid securities.
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.
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. |
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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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 at-cost 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 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
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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.
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 growth funds was approximately 77% , as reported by Morningstar, Inc., on October 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 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 $3.1 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 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.
Arrowpoint Asset Management, LLC, 100 Fillmore Street, Suite 325, Denver, CO
80206, is an investment advisory firm founded in 2007. As of October 31, 2015 , Arrowpoint Partners managed approximately $7.6 billion in assets.
Chartwell Investment Partners, LLC, 1235 Westlakes Drive, Suite 400, Berwyn, PA
19312, is an investment advisory firm founded in 1997 and a wholly owned subsidiary of TriState Capital Holdings, Inc. As of October 31, 2015 , Chartwell managed approximately $7.6 billion in assets.
Granahan Investment Management, Inc., 404 Wyman Street, Suite 460, Waltham, MA 02451, is an investment advisory firm founded in 1985. As of October 31, 2015 , Granahan managed approximately $3.3 billion in assets.
Kalmar Investment Advisers, Barley Mill House, 3701 Kennett Pike, Wilmington, DE
19807, is an investment advisory firm founded in 1996. As of October 31, 2015, Kalmar, together with its sister company, Kalmar Investments Inc., founded in 1982, managed approximately $4.3 billion in assets.
Stephens Investment Management Group, LLC, 111 Center Street, Suite 2110, Little Rock, AR 72201, is an investment advisory firm founded in 2005. As of October 31, 2015, SIMG managed approximately $2.9 billion in assets.
Wellington Management Company LLP , 280 Congress Street, Boston, MA 02210, a Delaware limited liability partnership, is an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of October 31, 2015 , Wellington Management had investment management authority with respect to approximately $898 billion in client assets.
The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Quantitative Equity Group. As of October 31, 2015, Vanguard served as advisor for approximately $2.5 trillion in assets.
The Fund pays each of its investment advisors (other than Vanguard) 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
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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 2500 Growth Index (for Arrowpoint Partners, Kalmar, SIMG, and Wellington Management); the Russell 2000 Growth Index (for Chartwell); and a 50/50 blend of the Russell 2000 Growth Index and the Russell 2500 Growth Index (for Granahan) ov er the preceding 36-month period (60-month period for Arrowpoint Partners and SIMG). When the performance adjustment is positive, the Funds expenses increase; when it is negative, expenses decrease. Vanguard provides investment advisory services for a portion of the Fund on an at-cost basis.
For the fiscal year ended October 31, 2015 , the aggregate advisory fees and expenses represented an effective annual rate of 0.22% 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. As the Funds sponsor and overall manager, Vanguard may provide additional 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 arrangements, see the most recent semiannual report to shareholders covering the fiscal period ended April 30.
The managers primarily responsible for the day-to-day management of the Fund are:
Chad Meade , Partner and Portfolio Manager of Arrowpoint Partners. He has worked in investment management since 1998, has managed investment portfolios since 2006, has been with Arrowpoint Partners since 2013, and has co-managed a portion of the Fund since 2014. Education: B.S., Virginia Tech.
Brian Schaub , CFA, Partner and Portfolio Manager of Arrowpoint Partners. He has worked in investment management since 2000, has managed investment portfolios since 2006, has been with Arrowpoint Partners since 2013, and has co-managed a portion of the Fund since 2014. Education: B.A., Williams College.
John A. Heffern , Managing Partner and Senior Portfolio Manager at Chartwell. He has worked in investment management since 1988, has been with Chartwell since 2005, and has managed a portion of the Fund since 2006. Education: B.S. and M.B.A., University of North Carolina at Chapel Hill.
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Gary C. Hatton , CFA, Co-Founder and Chief Investment Officer of Granahan. He has worked in investment management since 1982, has been with Granahan since 1985, and has co-managed a portion of the Fund since 1998. Education: B.S., University of Rhode Island; M.S., University of Wisconsin.
Jane M. White , Co-Founder, President, and Chief Executive Officer of Granahan. She has worked in investment management since 1980, has been with Granahan since 1985, and has co-managed a portion of the Fund since 2000. Education: B.A., Boston University.
Jennifer M. Pawloski , Vice President of Granahan. She has worked in investment management since 1993, has been with Granahan since 2007, has managed investment portfolios since 2008, and has co-managed a portion of the Fund since 2014. Education: B.S., Bentley College.
F ord B. Draper, Jr. , President, Chief Investment Officer, and Founder of Kalmar. He has worked in investment management since 1967; founded Kalmar Investments Inc., the sister company of Kalmar, in 1982; and has managed a portion of the Fund since 2005 (co-managed since 2014). Education: B.A., Yale University; M.B.A., Columbia University.
Dana F. Walker , CFA, Portfolio Manager at Kalmar. He has worked in investment management since 1982, has managed investment portfolios since joining Kalmar in 1986, and has co-managed a portion of the Fund since 2014. Education: B.S., University of Virginia.
Ryan E. Crane , CFA, Chief Investment Officer of SIMG. He has worked in investment management since 1995, has been with SIMG since 2005, and has managed a portion of the Fund since 2013. Education: B.S., University of Houston.
Kenneth L. Abrams , Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has worked in investment management with Wellington Management since 1986 and has managed a portion of the Fund since 1994. Education: B.A. and M.B.A., Stanford University.
Daniel J. Fitzpatrick , CFA, Senior Managing Director and Equity Research Analyst at Wellington Management. He has worked in investment management since 1997, has been with Wellington Management since 1998, has managed investment portfolios since 2003, and has served as an associate portfolio manager for a portion of the Fund since 2014. Education: B.S., Boston College.
James P. Stetler , Principal of Vanguard. He has been with Vanguard since 1982, has worked in investment management since 1996, has managed investment portfolios since 2003, and has co-managed a portion of the Fund since 2012. Education: B.S., Susquehanna University; M.B.A., Saint Josephs University.
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Michael R. Roach , CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 1998, has worked in investment management since 2001, and has co-managed a portion of the Fund since 2012. Education: B.S., Bloomsburg University; M.S., Drexel University.
Binbin Guo , Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguards Quantitative Equity Group. He has oversight responsibility for the quantitative research team and develops portfolio strategies for equity and alternative asset classes. He has been with Vanguard since 2007 and has co-managed a portion of the Fund since 2016. Education: B.S. and M.S., Tsinghua University, China; Ph.D. and M.Phil., Yale 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 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.
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 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 the total assets, minus liabilities, allocated to the share class by the number of Fund
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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.
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Financial Highlights
The following financial highlights tables are 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 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 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 Tables |
This explanation uses the Funds Investor Shares as an example. The Investor |
Shares began fiscal year 2015 with a net asset value (share price) of $105.28 per |
share. During the year, each Investor Share earned $0.281 from investment |
income (interest and dividends). There was a decline of $0.90 per share in the |
value of investments held or sold by the Fund, resulting in a net decline of $0.619 |
per share from investment operations. |
Shareholders received $14.111 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 $90.55, reflecting losses of $0.619 per |
share and distributions of $14.111 per share. This was a decrease of $14.73 per |
share (from $105.28 at the beginning of the year to $90.55 at the end of the year). |
For a shareholder who reinvested the distributions in the purchase of more |
shares, the total return was 0.62% for the year. |
As of October 31, 2015, the Investor Shares had approximately $3.9 billion in net |
assets. For the year, the expense ratio was 0.48% ($4.80 per $1,000 of net |
assets), and the net investment income amounted to 0.27% of average net |
assets. The Fund sold and replaced securities valued at 62% 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 Investor Shares To open and maintain an account. $3,000.
To add to an existing account. Generally $1.
Account Minimums for Admiral Shares
To open and maintain an account. $50,000. If you request Admiral Shares when you open a new account but the investment amount does not meet the account minimum for Admiral Shares, your investment will be placed in Investor Shares of the Fund. 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.
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How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard .
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard .
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguardxx). For a list of Fund numbers (for share classes 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 .
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Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange , wire , or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan : Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business 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 .
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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.
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.
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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 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 From Investor Shares to Admiral Shares
Self-directed conversions. If your account balance in the Fund is at least $50,000, you may ask Vanguard to convert your Investor Shares to Admiral Shares. You may request a conversion through our website (if you are registered for online access), by telephone, or by mail. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them. See Contacting Vanguard .
Automatic conversions. Vanguard conducts periodic reviews of account balances and may, if your account balance in the Fund exceeds $50,000, automatically convert your Investor Shares to Admiral Shares. You will be notified before an automatic conversion occurs and will have an opportunity to instruct Vanguard not to effect the conversion. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them.
Mandatory Conversions to Investor Shares
If an account no longer meets the balance requirements for Admiral Shares, Vanguard may automatically convert the shares in the account to Investor 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.
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.
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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 .
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
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(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 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 .
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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.
Share certificates. Share certificates are no longer issued for Vanguard funds. Shares currently held in certificates cannot be redeemed, exchanged, converted, or transferred (reregistered) until you return the certificates (unsigned) to Vanguard by registered mail. For the correct address, see Contacting Vanguard .
Address change. If you change your address online or by telephone, there may be up to a 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.
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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.
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.
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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.)
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 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
37
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.
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).
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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.
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.
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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.
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
40
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, 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.
41
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.
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 .
42
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Explorer Fund twice a year, in June and December. These reports include overviews of the financial markets and provide the following specific Fund information:
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.
Contacting Vanguard | |
Web | |
Vanguard.com | For the most complete source of Vanguard news |
For fund, account, and service information | |
For most account transactions | |
For literature requests | |
24 hours a day, 7 days a week | |
Phone | |
Vanguard Tele-Account ® 800-662-6273 | For automated fund and account information |
Toll-free, 24 hours a day, 7 days a week | |
Investor Information 800-662-7447 | For fund and service information |
(Text telephone for people with hearing | For literature requests |
impairment at 800-749-7273) | |
Client Services 800-662-2739 | For account information |
(Text telephone for people with hearing | For most account transactions |
impairment at 800-749-7273) | |
Institutional Division | For information and services for large institutional investors |
888-809-8102 | |
Financial Advisor and Intermediary | For information and services for financial intermediaries |
Sales Support 800-997-2798 | including financial advisors, broker-dealers, trust institutions, |
and insurance companies | |
Financial Advisory and Intermediary | For account information and trading support for financial |
Trading Support 800-669-0498 | intermediaries including financial advisors, broker-dealers, |
trust institutions, and insurance compan ies |
43
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
CFA ® is a registered trademark owned by CFA Institute.
Morningstar data © 2016 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.
44
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.
Quantitative Process. An assessment of specific measurable factors, such as cost of capital; value of assets; and projections of sales, costs, earnings, and profits. The use of a quantitative process provides a systematic approach to investment decisions and portfolios.
Russell 2500 Growth Index. An index that measures the performance of those Russell 2500 companies with higher price/book ratios and higher predicted growth rates.
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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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 |
Explorer Fund, the following documents are available |
free upon request: |
Annual/Semiannual Reports to Shareholders |
Additional information about the Funds investments is |
available in the Funds annual and semiannual reports |
to shareholders. In the annual report, you will find a |
discussion of the market conditions and investment |
strategies that significantly affected the Funds |
performance during its last fiscal year. |
Statement of Additional Information (SAI) |
The SAI provides more detailed information about the |
Fund and is incorporated by reference into (and thus |
legally a part of) this prospectus. |
To receive a free copy of the latest annual or semiannual |
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 |
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 Fund |
(including the SAI) at the SECs Public Reference Room |
in Washington, DC. To find out more about this public |
service, call the SEC at 202-551-8090. Reports and |
other information about the Fund are also available in |
the EDGAR database on the SECs website at |
www.sec.gov, or you can receive copies of this |
information, for a fee, by electronic request at the |
following email address: publicinfo@sec.gov, or by |
writing the Public Reference Section, Securities and |
Exchange Commission, Washington, DC 20549-1520. |
Funds Investment Company Act file number: 811-01530 |
© 2016 The Vanguard Group, Inc. All rights reserved. |
Vanguard Marketing Corporation, Distributor. |
P 024 022016 |
Vanguard Explorer Fund |
Prospectus |
February 25, 2016 |
Investor Shares for Participants |
Vanguard Explorer Fund Investor Shares (VEXPX) |
This prospectus contains financial data for the Fund through the fiscal year ended October 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 provide long-term capital appreciation.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Investor 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 Funds net asset value. They have no impact on the costs associated with Fund operations.
1
Example
The following example is intended to help you compare the cost of investing in the Fund’s Investor 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 |
$50 | $157 | $274 | $616 |
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 invests mainly in the stocks of small companies. These companies tend to be unseasoned but are considered by the Fund’s advisors to have superior growth potential. Also, these companies often provide little or no dividend income. 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 range. The Fund is subject to the following risks, which could affect the Fund’s performance:
• Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
2
• 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 generally have limited product lines and financial resources and may be 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 information technology 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‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Investor Shares 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.
Annual Total Returns — Vanguard Explorer Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 19.79% (quarter ended June 30, 2009), and the lowest return for a quarter was –26.16% (quarter ended December 31, 2008).
3
Investment Advisors
Arrowpoint Asset Management, LLC (Arrowpoint Partners) Chartwell Investment Partners, LLC (Chartwell) Granahan Investment Management, Inc. (Granahan) Kalmar Investment Advisers (Kalmar) Stephens Investment Management Group, LLC (SIMG) Wellington Management Company LLP (Wellington Management) The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Chad Meade, Partner and Portfolio Manager of Arrowpoint Partners. He has co-managed a portion of the Fund since 2014.
Brian Schaub, CFA, Partner and Portfolio Manager of Arrowpoint Partners. He has co-managed a portion of the Fund since 2014.
J ohn A. Heffern, Managing Partner and Senior Portfolio Manager at Chartwell. He has managed a portion of the Fund since 2006.
Gary C. Hatton, CFA, Co-Founder and Chief Investment Officer of Granahan. He has co-managed a portion of the Fund since 1998.
Jane M. White, Co-Founder, President, and Chief Executive Officer of Granahan. She has co-managed a portion of the Fund since 2000.
Jennifer M. Pawloski, Vice President of Granahan. She has co-managed a portion of the Fund since 2014.
F ord B. Draper, Jr., President, Chief Investment Officer, and Founder of Kalmar. He has managed a portion of the Fund since 2005 (co-managed since 2014).
Dana F. Walker, CFA, Portfolio Manager at Kalmar. He has co-managed a portion of the Fund since 2014 .
4
Ryan E. Crane, CFA, Chief Investment Officer of SIMG. He has managed a portion of the Fund since 2013.
Kenneth L. Abrams, Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has managed a portion of the Fund since 1994.
Daniel J. Fitzpatrick, CFA, Senior Managing Director and Equity Research Analyst at Wellington Management. He has served as an associate portfolio manager for a portion of the Fund since 2014.
James P. Stetler, Principal of Vanguard. He has co-managed a portion of the Fund since 2012.
Michael R. Roach, CFA, Portfolio Manager at Vanguard. He has co-managed a portion of the Fund since 2012.
Binbin Guo, Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguards Quantitative Equity Group. He has co-managed a portion of the Fund since 2016.
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.
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More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance
for fluctuations in the securities markets. Look for this
symbol throughout the
prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk
®
explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
This prospectus offers the Fund‘s Investor Shares and 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 Fund Investor Shares’ expense ratio would |
be 0.49% , or $4.90 per $1,000 of average net assets. The average expense ratio |
for small-cap growth funds in 2014 was 1.39%, or $13.90 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. |
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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.
Market Exposure
The Fund focuses on companies that are considered small-cap by the Funds advisors.
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 October 31, 2015 , was $2.8 billion.
Small-cap stocks tend to have greater volatility than large-cap stocks because, among other things, smaller companies often have fewer customers, financial resources, and products than larger firms. Such characteristics can make small-cap companies more sensitive to changing economic conditions. In addition, these companies typically provide little or no dividend income, have shorter operating histories and less publicly
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available information, and may rely more heavily on key personnel, all of which contribute to increased volatility in these stocks .
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.
U.S. Stock Market Returns | ||||
(19262015) | ||||
1 Year | 5 Years | 10 Years | 20 Years | |
Best | 54.2% | 28.6% | 19.9% | 17.8% |
Worst | 43.1 | 12.4 | 1.4 | 3.1 |
Average | 11.9 | 10.0 | 10.4 | 11.1 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2015 . 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, which may involve greater risk than stocks of larger companies . Historically, small-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 are 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.
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The Fund is subject to 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 generally have limited product lines and financial resources and may be 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. |
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 or if the advisor deems it to be in the best interest of the Fund . Different advisors may reach different conclusions on the same security.
Each advisor uses a different process to select securities for its portion of the Funds assets; however, each is committed to buying stocks of small companies that, in the advisors opinion, have strong growth potential.
Wellington Management Company LLP (Wellington Management) uses fundamental research and analysis of individual companies to select stocks that the advisor feels have higher growth potential relative to their valuations in the marketplace. Wellington Management considers each stock individually before purchase and continually monitors developments at these companies for comparison with the advisors
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expectations for growth. To help limit risk, the portfolio is broadly diversified both by number of stocks and by exposure to a range of industries.
Kalmar Investment Advisers (Kalmar) uses original and in-depth fundamental research to discover solid, well-managed growth companies that may not be appropriately understood by many growth investors and can therefore be purchased at undervalued levels. Kalmar intends to hold these stocks for the longer term. Companies that meet Kalmars growth-with-value investment criteria have, among other things, strong growth potential, reasonable valuation, products of value, attractive or improving balance sheets and financial returns, and conservative accounting.
Granahan Investment Management, Inc. (Granahan) groups securities into three categories as part of its selection process. The first category, core growth, emphasizes companies that have a well-known or established product or service and, as a result, have a proven record of growth and a strong market position. The second category, pioneers, is made up of companies that offer unique products or services, technologies that may lead to new products, or expansion into new markets. Granahan judges pioneer stocks based on their estimated growth potential compared with market value. The third category, special situation, includes companies that lack a record of strong growth but that, in Granahans view, are both undervalued in the market and likely to grow in the next few years. Core growth stocks generally make up 35% to 70% of the advisors share of Fund assets, with the other two categories generally at 10% to 35% each.
Stephens Investment Management Group, LLC (SIMG) employs a disciplined, bottom-up investment selection process that combines rigorous fundamental analysis with quantitative screening in an effort to identify companies that exhibit potential for superior earnings growth that is unrecognized by the markets. SIMG has two screensone for core growth stocks and one for catalyst stocks. Core growth stocks have strong growth franchises, recurring revenue, and above-average growth rates; catalyst stocks, in comparison, are experiencing change that could lead to accelerated earnings growth. There are common elements in both types of stocks, such as higher forward growth rates, above-median price/earnings ratios, higher return on equity, and positive earnings revisions.
Chartwell Investment Partners, LLC (Chartwell) invests in companies that demonstrate strong earnings-per-share growth and, the advisor believes, have strong competitive positions and products, while serving a meaningful customer base. Chartwell will invest opportunistically when stocks are attractively valued, yet it will concentrate holdings in those companies it considers best positioned for rapid growth, all with an intermediate-term time horizon in mind.
Arrowpoint Asset Management, LLC (Arrowpoint Partners) uses in-depth, fundamental research to uncover companies that, in its opinion, can control their own
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economic destiny. Arrowpoint Partners starts by identifying businesses with strong competitive advantages in industries with high barriers to entry. Arrowpoint Partners then narrows its focus to companies with large potential markets and high-quality business models focused on the future. Finally, Arrowpoint Partners minimizes potential downside risk, resulting in a diversified portfolio of stable growth companies, cyclical share gainers, and to a lesser extent, game-changing growth businesses that Arrowpoint Partners feels will deliver returns beyond those of the benchmark index over time.
The Vanguard Group, Inc. (Vanguard) constructs a broadly diversified portfolio of small-cap domestic growth stocks based on its assessment of the relative return potential of the securities. The advisor selects securities of companies that it believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers. Vanguard manages the portfolio through the use of a quantitative process to evaluate all of the securities in the Funds benchmark, the Russell 2500 Growth Index, while seeking to maintain a risk profile similar to that of the Index. The process was developed by a team of Vanguard researchers and is continually evolving. All potential enhancements to the process go through rigorous peer vetting and validation before being implemented. A team of portfolio managers utilizes the resulting process to determine which securities to buy and sell in the portfolio.
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 information technology sector subjects the Fund to proportionately higher exposure to the risks of this sector.
Other Investment Policies and Risks
In addition to investing in common stocks of small companies with growth potential, 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 25% of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the 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 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.
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The Fund may invest up to 15% of its net assets in illiquid securities.
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.
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. |
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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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 at-cost 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 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
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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.
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 growth funds was approximately 77% , as reported by Morningstar, Inc., on October 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 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 $3.1 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 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.
Arrowpoint Asset Management, LLC, 100 Fillmore Street, Suite 325, Denver, CO
80206, is an investment advisory firm founded in 2007. As of October 31, 2015 , Arrowpoint Partners managed approximately $7.6 billion in assets.
Chartwell Investment Partners, LLC, 1235 Westlakes Drive, Suite 400, Berwyn, PA
19312, is an investment advisory firm founded in 1997 and a wholly owned subsidiary of TriState Capital Holdings, Inc. As of October 31, 2015 , Chartwell managed approximately $7.6 billion in assets.
Granahan Investment Management, Inc., 404 Wyman Street, Suite 460, Waltham, MA 02451, is an investment advisory firm founded in 1985. As of October 31, 2015 , Granahan managed approximately $3.3 billion in assets.
Kalmar Investment Advisers, Barley Mill House, 3701 Kennett Pike, Wilmington, DE
19807, is an investment advisory firm founded in 1996. As of October 31, 2015, Kalmar, together with its sister company, Kalmar Investments Inc., founded in 1982, managed approximately $4.3 billion in assets.
Stephens Investment Management Group, LLC, 111 Center Street, Suite 2110, Little Rock, AR 72201, is an investment advisory firm founded in 2005. As of October 31, 2015, SIMG managed approximately $2.9 billion in assets.
Wellington Management Company LLP , 280 Congress Street, Boston, MA 02210, a Delaware limited liability partnership, is an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of October 31, 2015 , Wellington Management had investment management authority with respect to approximately $898 billion in client assets.
The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Quantitative Equity Group. As of October 31, 2015, Vanguard served as advisor for approximately $2.5 trillion in assets.
The Fund pays each of its investment advisors (other than Vanguard) 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
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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 2500 Growth Index (for Arrowpoint Partners, Kalmar, SIMG, and Wellington Management); the Russell 2000 Growth Index (for Chartwell); and a 50/50 blend of the Russell 2000 Growth Index and the Russell 2500 Growth Index (for Granahan) ov er the preceding 36-month period (60-month period for Arrowpoint Partners and SIMG). When the performance adjustment is positive, the Funds expenses increase; when it is negative, expenses decrease. Vanguard provides investment advisory services for a portion of the Fund on an at-cost basis.
For the fiscal year ended October 31, 2015 , the aggregate advisory fees and expenses represented an effective annual rate of 0.22% 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. As the Funds sponsor and overall manager, Vanguard may provide additional 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 arrangements, see the most recent semiannual report to shareholders covering the fiscal period ended April 30.
The managers primarily responsible for the day-to-day management of the Fund are:
Chad Meade , Partner and Portfolio Manager of Arrowpoint Partners. He has worked in investment management since 1998, has managed investment portfolios since 2006, has been with Arrowpoint Partners since 2013, and has co-managed a portion of the Fund since 2014. Education: B.S., Virginia Tech.
Brian Schaub , CFA, Partner and Portfolio Manager of Arrowpoint Partners. He has worked in investment management since 2000, has managed investment portfolios since 2006, has been with Arrowpoint Partners since 2013, and has co-managed a portion of the Fund since 2014. Education: B.A., Williams College.
John A. Heffern , Managing Partner and Senior Portfolio Manager at Chartwell. He has worked in investment management since 1988, has been with Chartwell since 2005, and has managed a portion of the Fund since 2006. Education: B.S. and M.B.A., University of North Carolina at Chapel Hill.
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Gary C. Hatton , CFA, Co-Founder and Chief Investment Officer of Granahan. He has worked in investment management since 1982, has been with Granahan since 1985, and has co-managed a portion of the Fund since 1998. Education: B.S., University of Rhode Island; M.S., University of Wisconsin.
Jane M. White , Co-Founder, President, and Chief Executive Officer of Granahan. She has worked in investment management since 1980, has been with Granahan since 1985, and has co-managed a portion of the Fund since 2000. Education: B.A., Boston University.
Jennifer M. Pawloski , Vice President of Granahan. She has worked in investment management since 1993, has been with Granahan since 2007, has managed investment portfolios since 2008, and has co-managed a portion of the Fund since 2014. Education: B.S., Bentley College.
F ord B. Draper, Jr. , President, Chief Investment Officer, and Founder of Kalmar. He has worked in investment management since 1967; founded Kalmar Investments Inc., the sister company of Kalmar, in 1982; and has managed a portion of the Fund since 2005 (co-managed since 2014). Education: B.A., Yale University; M.B.A., Columbia University.
Dana F. Walker , CFA, Portfolio Manager at Kalmar. He has worked in investment management since 1982, has managed investment portfolios since joining Kalmar in 1986, and has co-managed a portion of the Fund since 2014. Education: B.S., University of Virginia.
Ryan E. Crane , CFA, Chief Investment Officer of SIMG. He has worked in investment management since 1995, has been with SIMG since 2005, and has managed a portion of the Fund since 2013. Education: B.S., University of Houston.
Kenneth L. Abrams , Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has worked in investment management with Wellington Management since 1986 and has managed a portion of the Fund since 1994. Education: B.A. and M.B.A., Stanford University.
Daniel J. Fitzpatrick , CFA, Senior Managing Director and Equity Research Analyst at Wellington Management. He has worked in investment management since 1997, has been with Wellington Management since 1998, has managed investment portfolios since 2003, and has served as an associate portfolio manager for a portion of the Fund since 2014. Education: B.S., Boston College.
James P. Stetler , Principal of Vanguard. He has been with Vanguard since 1982, has worked in investment management since 1996, has managed investment portfolios since 2003, and has co-managed a portion of the Fund since 2012. Education: B.S., Susquehanna University; M.B.A., Saint Josephs University.
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Michael R. Roach , CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 1998, has worked in investment management since 2001, and has co-managed a portion of the Fund since 2012. Education: B.S., Bloomsburg University; M.S., Drexel University.
Binbin Guo , Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguards Quantitative Equity Group. He has oversight responsibility for the quantitative research team and develops portfolio strategies for equity and alternative asset classes. He has been with Vanguard since 2007 and has co-managed a portion of the Fund since 2016. Education: B.S. and M.S., Tsinghua University, China; Ph.D. and M.Phil., Yale 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
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 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.
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
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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 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 Investor Shares financial performance for the periods shown, and certain information reflects financial results for a single Investor 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 Investor 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 Investor Shares began fiscal year 2015 with a net asset value (share price) of |
$105.28 per share. During the year, each Investor Share earned $0.281 from |
investment income (interest and dividends). There was a decline of $0.90 per |
share in the value of investments held or sold by the Fund, resulting in a net |
decline of $0.619 per share from investment operations. |
Shareholders received $14.111 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 $90.55, reflecting losses of $0.619 per |
share and distributions of $14.111 per share. This was a decrease of $14.73 per |
share (from $105.28 at the beginning of the year to $90.55 at the end of the year). |
For a shareholder who reinvested the distributions in the purchase of more |
shares, the total return was 0.62% for the year. |
As of October 31, 2015, the Investor Shares had approximately $3.9 billion in net |
assets. For the year, the expense ratio was 0.48% ($4.80 per $1,000 of net |
assets), and the net investment income amounted to 0.27% of average net |
assets. The Fund sold and replaced securities valued at 62% of its net assets. |
21
22
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 Funds Investor 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.
23
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 the 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
24
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).
Account registration and address.
Fund name and account number, if applicable.
Other information relating to the caller, the account owner, or the account.
25
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 Fund | ||||
Investor Shares | 12/11/1967 | Explr | 24 | 921926101 |
26
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 © 2016 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.
27
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.
Quantitative Process. An assessment of specific measurable factors, such as cost of capital; value of assets; and projections of sales, costs, earnings, and profits. The use of a quantitative process provides a systematic approach to investment decisions and portfolios.
Russell 2500 Growth Index. An index that measures the performance of those Russell 2500 companies with higher price/book ratios and higher predicted growth rates.
Securities. Stocks, bonds, money market instruments, and other investments.
28
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 |
Explorer Fund, the following documents are available |
free upon request: |
Annual/Semiannual Reports to Shareholders |
Additional information about the Funds investments is |
available in the Funds annual and semiannual reports |
to shareholders. In the annual report, you will find a |
discussion of the market conditions and investment |
strategies that significantly affected the Funds |
performance during its last fiscal year. |
Statement of Additional Information (SAI) |
The SAI provides more detailed information about the |
Fund and is incorporated by reference into (and thus |
legally a part of) this prospectus. |
To receive a free copy of the latest annual or semiannual |
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 |
Information Provided by the Securities and |
Exchange Commission (SEC) |
You can review and copy information about the Fund |
(including the SAI) at the SECs Public Reference Room |
in Washington, DC. To find out more about this public |
service, call the SEC at 202-551-8090. Reports and |
other information about the Fund are also available in |
the EDGAR database on the SECs website at |
www.sec.gov, or you can receive copies of this |
information, for a fee, by electronic request at the |
following email address: publicinfo@sec.gov, or by |
writing the Public Reference Section, Securities and |
Exchange Commission, Washington, DC 20549-1520. |
Funds Investment Company Act file number: 811-01530 |
© 2016 The Vanguard Group, Inc. All rights reserved. |
Vanguard Marketing Corporation, Distributor. |
I 024 022016 |
Vanguard Explorer Fund |
Prospectus |
February 25, 2016 |
Admiral Shares for Participants |
Vanguard Explorer Fund Admiral Shares (VEXRX) |
This prospectus contains financial data for the Fund through the fiscal year ended October 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 provide long-term capital appreciation.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral 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 Funds net asset value. They have no impact on the costs associated with Fund operations.
1
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 |
$36 | $113 | $197 | $443 |
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 invests mainly in the stocks of small companies. These companies tend to be unseasoned but are considered by the Fund’s advisors to have superior growth potential. Also, these companies often provide little or no dividend income. 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 range. The Fund is subject to the following risks, which could affect the Fund’s performance:
• Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
2
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 generally have limited product lines and financial resources and may be 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 information technology 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 Funds 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 a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds 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 Explorer Fund Admiral Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 19.87% (quarter ended June 30, 2009), and the lowest return for a quarter was 26.11% (quarter ended December 31, 2008).
3
Investment Advisors
Arrowpoint Asset Management, LLC (Arrowpoint Partners) Chartwell Investment Partners, LLC (Chartwell) Granahan Investment Management, Inc. (Granahan) Kalmar Investment Advisers (Kalmar) Stephens Investment Management Group, LLC (SIMG) Wellington Management Company LLP (Wellington Management) The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Chad Meade, Partner and Portfolio Manager of Arrowpoint Partners. He has co-managed a portion of the Fund since 2014.
Brian Schaub, CFA, Partner and Portfolio Manager of Arrowpoint Partners. He has co-managed a portion of the Fund since 2014.
J ohn A. Heffern, Managing Partner and Senior Portfolio Manager at Chartwell. He has managed a portion of the Fund since 2006.
Gary C. Hatton, CFA, Co-Founder and Chief Investment Officer of Granahan. He has co-managed a portion of the Fund since 1998.
Jane M. White, Co-Founder, President, and Chief Executive Officer of Granahan. She has co-managed a portion of the Fund since 2000.
Jennifer M. Pawloski, Vice President of Granahan. She has co-managed a portion of the Fund since 2014.
F ord B. Draper, Jr., President, Chief Investment Officer, and Founder of Kalmar. He has managed a portion of the Fund since 2005 (co-managed since 2014).
Dana F. Walker, CFA, Portfolio Manager at Kalmar. He has co-managed a portion of the Fund since 2014 .
4
Ryan E. Crane, CFA, Chief Investment Officer of SIMG. He has managed a portion of the Fund since 2013.
Kenneth L. Abrams, Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has managed a portion of the Fund since 1994.
Daniel J. Fitzpatrick, CFA, Senior Managing Director and Equity Research Analyst at Wellington Management. He has served as an associate portfolio manager for a portion of the Fund since 2014.
James P. Stetler, Principal of Vanguard. He has co-managed a portion of the Fund since 2012.
Michael R. Roach, CFA, Portfolio Manager at Vanguard. He has co-managed a portion of the Fund since 2012.
Binbin Guo, Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguards Quantitative Equity Group. He has co-managed a portion of the Fund since 2016.
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 offers the Fund‘s Admiral Shares and 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 Fund Admiral Shares’ expense ratio would |
be 0.35% , or $3.50 per $1,000 of average net assets. The average expense ratio |
for small-cap growth funds in 2014 was 1.39%, or $13.90 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.
Market Exposure
The Fund focuses on companies that are considered small-cap by the Funds advisors.
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 October 31, 2015 , was $2.8 billion.
Small-cap stocks tend to have greater volatility than large-cap stocks because, among other things, smaller companies often have fewer customers, financial resources, and products than larger firms. Such characteristics can make small-cap companies more sensitive to changing economic conditions. In addition, these companies typically provide little or no dividend income, have shorter operating histories and less publicly
7
available information, and may rely more heavily on key personnel, all of which contribute to increased volatility in these stocks .
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.
U.S. Stock Market Returns | ||||
(19262015) | ||||
1 Year | 5 Years | 10 Years | 20 Years | |
Best | 54.2% | 28.6% | 19.9% | 17.8% |
Worst | 43.1 | 12.4 | 1.4 | 3.1 |
Average | 11.9 | 10.0 | 10.4 | 11.1 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2015 . 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, which may involve greater risk than stocks of larger companies . Historically, small-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 are 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.
8
The Fund is subject to 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 generally have limited product lines and financial resources and may be 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. |
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 or if the advisor deems it to be in the best interest of the Fund . Different advisors may reach different conclusions on the same security.
Each advisor uses a different process to select securities for its portion of the Funds assets; however, each is committed to buying stocks of small companies that, in the advisors opinion, have strong growth potential.
Wellington Management Company LLP (Wellington Management) uses fundamental research and analysis of individual companies to select stocks that the advisor feels have higher growth potential relative to their valuations in the marketplace. Wellington Management considers each stock individually before purchase and continually monitors developments at these companies for comparison with the advisors
9
expectations for growth. To help limit risk, the portfolio is broadly diversified both by number of stocks and by exposure to a range of industries.
Kalmar Investment Advisers (Kalmar) uses original and in-depth fundamental research to discover solid, well-managed growth companies that may not be appropriately understood by many growth investors and can therefore be purchased at undervalued levels. Kalmar intends to hold these stocks for the longer term. Companies that meet Kalmars growth-with-value investment criteria have, among other things, strong growth potential, reasonable valuation, products of value, attractive or improving balance sheets and financial returns, and conservative accounting.
Granahan Investment Management, Inc. (Granahan) groups securities into three categories as part of its selection process. The first category, core growth, emphasizes companies that have a well-known or established product or service and, as a result, have a proven record of growth and a strong market position. The second category, pioneers, is made up of companies that offer unique products or services, technologies that may lead to new products, or expansion into new markets. Granahan judges pioneer stocks based on their estimated growth potential compared with market value. The third category, special situation, includes companies that lack a record of strong growth but that, in Granahans view, are both undervalued in the market and likely to grow in the next few years. Core growth stocks generally make up 35% to 70% of the advisors share of Fund assets, with the other two categories generally at 10% to 35% each.
Stephens Investment Management Group, LLC (SIMG) employs a disciplined, bottom-up investment selection process that combines rigorous fundamental analysis with quantitative screening in an effort to identify companies that exhibit potential for superior earnings growth that is unrecognized by the markets. SIMG has two screensone for core growth stocks and one for catalyst stocks. Core growth stocks have strong growth franchises, recurring revenue, and above-average growth rates; catalyst stocks, in comparison, are experiencing change that could lead to accelerated earnings growth. There are common elements in both types of stocks, such as higher forward growth rates, above-median price/earnings ratios, higher return on equity, and positive earnings revisions.
Chartwell Investment Partners, LLC (Chartwell) invests in companies that demonstrate strong earnings-per-share growth and, the advisor believes, have strong competitive positions and products, while serving a meaningful customer base. Chartwell will invest opportunistically when stocks are attractively valued, yet it will concentrate holdings in those companies it considers best positioned for rapid growth, all with an intermediate-term time horizon in mind.
Arrowpoint Asset Management, LLC (Arrowpoint Partners) uses in-depth, fundamental research to uncover companies that, in its opinion, can control their own
10
economic destiny. Arrowpoint Partners starts by identifying businesses with strong competitive advantages in industries with high barriers to entry. Arrowpoint Partners then narrows its focus to companies with large potential markets and high-quality business models focused on the future. Finally, Arrowpoint Partners minimizes potential downside risk, resulting in a diversified portfolio of stable growth companies, cyclical share gainers, and to a lesser extent, game-changing growth businesses that Arrowpoint Partners feels will deliver returns beyond those of the benchmark index over time.
The Vanguard Group, Inc. (Vanguard) constructs a broadly diversified portfolio of small-cap domestic growth stocks based on its assessment of the relative return potential of the securities. The advisor selects securities of companies that it believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers. Vanguard manages the portfolio through the use of a quantitative process to evaluate all of the securities in the Funds benchmark, the Russell 2500 Growth Index, while seeking to maintain a risk profile similar to that of the Index. The process was developed by a team of Vanguard researchers and is continually evolving. All potential enhancements to the process go through rigorous peer vetting and validation before being implemented. A team of portfolio managers utilizes the resulting process to determine which securities to buy and sell in the portfolio.
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 information technology sector subjects the Fund to proportionately higher exposure to the risks of this sector.
Other Investment Policies and Risks
In addition to investing in common stocks of small companies with growth potential, 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 25% of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the 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 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.
11
The Fund may invest up to 15% of its net assets in illiquid securities.
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.
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. |
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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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 at-cost 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 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
13
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.
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 growth funds was approximately 77% , as reported by Morningstar, Inc., on October 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 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 $3.1 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. |
15
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.
Arrowpoint Asset Management, LLC, 100 Fillmore Street, Suite 325, Denver, CO
80206, is an investment advisory firm founded in 2007. As of October 31, 2015 , Arrowpoint Partners managed approximately $7.6 billion in assets.
Chartwell Investment Partners, LLC, 1235 Westlakes Drive, Suite 400, Berwyn, PA
19312, is an investment advisory firm founded in 1997 and a wholly owned subsidiary of TriState Capital Holdings, Inc. As of October 31, 2015 , Chartwell managed approximately $7.6 billion in assets.
Granahan Investment Management, Inc., 404 Wyman Street, Suite 460, Waltham, MA 02451, is an investment advisory firm founded in 1985. As of October 31, 2015 , Granahan managed approximately $3.3 billion in assets.
Kalmar Investment Advisers, Barley Mill House, 3701 Kennett Pike, Wilmington, DE
19807, is an investment advisory firm founded in 1996. As of October 31, 2015, Kalmar, together with its sister company, Kalmar Investments Inc., founded in 1982, managed approximately $4.3 billion in assets.
Stephens Investment Management Group, LLC, 111 Center Street, Suite 2110, Little Rock, AR 72201, is an investment advisory firm founded in 2005. As of October 31, 2015, SIMG managed approximately $2.9 billion in assets.
Wellington Management Company LLP , 280 Congress Street, Boston, MA 02210, a Delaware limited liability partnership, is an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of October 31, 2015 , Wellington Management had investment management authority with respect to approximately $898 billion in client assets.
The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Quantitative Equity Group. As of October 31, 2015, Vanguard served as advisor for approximately $2.5 trillion in assets.
The Fund pays each of its investment advisors (other than Vanguard) 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
16
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 2500 Growth Index (for Arrowpoint Partners, Kalmar, SIMG, and Wellington Management); the Russell 2000 Growth Index (for Chartwell); and a 50/50 blend of the Russell 2000 Growth Index and the Russell 2500 Growth Index (for Granahan) ov er the preceding 36-month period (60-month period for Arrowpoint Partners and SIMG). When the performance adjustment is positive, the Funds expenses increase; when it is negative, expenses decrease. Vanguard provides investment advisory services for a portion of the Fund on an at-cost basis.
For the fiscal year ended October 31, 2015 , the aggregate advisory fees and expenses represented an effective annual rate of 0.22% 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. As the Funds sponsor and overall manager, Vanguard may provide additional 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 arrangements, see the most recent semiannual report to shareholders covering the fiscal period ended April 30.
The managers primarily responsible for the day-to-day management of the Fund are:
Chad Meade , Partner and Portfolio Manager of Arrowpoint Partners. He has worked in investment management since 1998, has managed investment portfolios since 2006, has been with Arrowpoint Partners since 2013, and has co-managed a portion of the Fund since 2014. Education: B.S., Virginia Tech.
Brian Schaub , CFA, Partner and Portfolio Manager of Arrowpoint Partners. He has worked in investment management since 2000, has managed investment portfolios since 2006, has been with Arrowpoint Partners since 2013, and has co-managed a portion of the Fund since 2014. Education: B.A., Williams College.
John A. Heffern , Managing Partner and Senior Portfolio Manager at Chartwell. He has worked in investment management since 1988, has been with Chartwell since 2005, and has managed a portion of the Fund since 2006. Education: B.S. and M.B.A., University of North Carolina at Chapel Hill.
17
Gary C. Hatton , CFA, Co-Founder and Chief Investment Officer of Granahan. He has worked in investment management since 1982, has been with Granahan since 1985, and has co-managed a portion of the Fund since 1998. Education: B.S., University of Rhode Island; M.S., University of Wisconsin.
Jane M. White , Co-Founder, President, and Chief Executive Officer of Granahan. She has worked in investment management since 1980, has been with Granahan since 1985, and has co-managed a portion of the Fund since 2000. Education: B.A., Boston University.
Jennifer M. Pawloski , Vice President of Granahan. She has worked in investment management since 1993, has been with Granahan since 2007, has managed investment portfolios since 2008, and has co-managed a portion of the Fund since 2014. Education: B.S., Bentley College.
F ord B. Draper, Jr. , President, Chief Investment Officer, and Founder of Kalmar. He has worked in investment management since 1967; founded Kalmar Investments Inc., the sister company of Kalmar, in 1982; and has managed a portion of the Fund since 2005 (co-managed since 2014). Education: B.A., Yale University; M.B.A., Columbia University.
Dana F. Walker , CFA, Portfolio Manager at Kalmar. He has worked in investment management since 1982, has managed investment portfolios since joining Kalmar in 1986, and has co-managed a portion of the Fund since 2014. Education: B.S., University of Virginia.
Ryan E. Crane , CFA, Chief Investment Officer of SIMG. He has worked in investment management since 1995, has been with SIMG since 2005, and has managed a portion of the Fund since 2013. Education: B.S., University of Houston.
Kenneth L. Abrams , Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has worked in investment management with Wellington Management since 1986 and has managed a portion of the Fund since 1994. Education: B.A. and M.B.A., Stanford University.
Daniel J. Fitzpatrick , CFA, Senior Managing Director and Equity Research Analyst at Wellington Management. He has worked in investment management since 1997, has been with Wellington Management since 1998, has managed investment portfolios since 2003, and has served as an associate portfolio manager for a portion of the Fund since 2014. Education: B.S., Boston College.
James P. Stetler , Principal of Vanguard. He has been with Vanguard since 1982, has worked in investment management since 1996, has managed investment portfolios since 2003, and has co-managed a portion of the Fund since 2012. Education: B.S., Susquehanna University; M.B.A., Saint Josephs University.
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Michael R. Roach , CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 1998, has worked in investment management since 2001, and has co-managed a portion of the Fund since 2012. Education: B.S., Bloomsburg University; M.S., Drexel University.
Binbin Guo , Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguards Quantitative Equity Group. He has oversight responsibility for the quantitative research team and develops portfolio strategies for equity and alternative asset classes. He has been with Vanguard since 2007 and has co-managed a portion of the Fund since 2016. Education: B.S. and M.S., Tsinghua University, China; Ph.D. and M.Phil., Yale 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
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 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.
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
19
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 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 Admiral Shares financial performance for the periods shown, and certain information reflects financial results for a single Admiral 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 Admiral 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 Admiral Shares began fiscal year 2015 with a net asset value (share price) of |
$98.03 per share. During the year, each Admiral Share earned $0.402 from |
investment income (interest and dividends). There was a decline of $0.853 per |
share in the value of investments held or sold by the Fund, resulting in a net |
decline of $0.451 per share from investment operations. |
Shareholders received $13.299 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 $84.28, reflecting losses of $0.451 per |
share and distributions of $13.299 per share. This was a decrease of $13.75 per |
share (from $98.03 at the beginning of the year to $84.28 at the end of the year). |
For a shareholder who reinvested the distributions in the purchase of more |
shares, the total return was 0.48% for the year. |
As of October 31, 2015, the Admiral Shares had approximately $7.6 billion in net |
assets. For the year, the expense ratio was 0.34% ($3.40 per $1,000 of net |
assets), and the net investment income amounted to 0.41% of average net |
assets. The Fund sold and replaced securities valued at 62% of its net assets. |
21
22
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 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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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 the 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
24
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).
Account registration and address.
Fund name and account number, if applicable.
Other information relating to the caller, the account owner, or the account.
25
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 Fund | ||||
Admiral Shares | 11/12/2001 | ExplrAdml | 5024 | 921926200 |
(Investor Shares | ||||
12/11/1967) | ||||
|
26
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 © 2016 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.
27
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.
Quantitative Process. An assessment of specific measurable factors, such as cost of capital; value of assets; and projections of sales, costs, earnings, and profits. The use of a quantitative process provides a systematic approach to investment decisions and portfolios.
Russell 2500 Growth Index. An index that measures the performance of those Russell 2500 companies with higher price/book ratios and higher predicted growth rates.
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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P.O. Box 2900 |
Valley Forge, PA 19482-2900 |
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For More Information |
If you would like more information about Vanguard |
Explorer Fund, the following documents are available |
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Annual/Semiannual Reports to Shareholders |
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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 its last fiscal year. |
Statement of Additional Information (SAI) |
The SAI provides more detailed information about the |
Fund and is incorporated by reference into (and thus |
legally a part of) this prospectus. |
To receive a free copy of the latest annual or semiannual |
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 |
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Telephone: 800-523-1188 |
Text telephone for people with hearing impairment: |
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Information Provided by the Securities and |
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You can review and copy information about the Fund |
(including the SAI) at the SECs Public Reference Room |
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service, call the SEC at 202-551-8090. Reports and |
other information about the Fund are also available in |
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© 2016 The Vanguard Group, Inc. All rights reserved. |
Vanguard Marketing Corporation, Distributor. |
I 5024 022016 |
PART B
VANGUARD ® EXPLORER FUND
STATEMENT OF ADDITIONAL INFORMATION
February 25, 2016
This Statement of Additional Information is not a prospectus but should be read in conjunction with the Funds current prospectus (dated February 25, 2016 ). 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-3 |
Investment Strategies, Risks, and Nonfundamental Policies | B-4 |
Share Price | B-20 |
Purchase and Redemption of Shares | B-20 |
Management of the Fund | B-21 |
Investment Advisory Services | B-34 |
Portfolio Transactions | B-44 |
Proxy Voting Guidelines | B-45 |
Financial Statements | B-50 |
DESCRIPTION OF THE TRUST
Vanguard Explorer Fund (the Trust) currently offers the following fund and share classes (identified by ticker symbol):
Share Classes 1 | ||
Fund | Investor | Admiral |
Vanguard Explorer Fund | VEXPX | VEXRX |
1 Individually, a class; collectively, the classes. |
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.
Organization
The Trust was organized as a Delaware corporation in 1967 and reorganized as a Maryland corporation in 1973. It was subsequently reorganized as a Delaware statutory trust in 1998. Prior to its reorganization as a Delaware statutory trust, the Trust was known as Vanguard Explorer Fund, Inc. The Trust is registered with the United States Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 (the 1940 Act) as an open-end, management investment company. Vanguard Explorer Fund (the Fund) is classified as diversified within the meaning of the 1940 Act.
Service Providers
Custodian . Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA 02110-1548, serves as the Funds custodian. The custodian is responsible for maintaining the Funds assets, keeping all necessary accounts and records of Fund assets, and appointing any foreign subcustodians or foreign securities depositories.
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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 the Funds shares, other than those described in the Funds current prospectus and elsewhere in this Statement of Additional Information. The 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, the Fund and share classes 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 the 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 the Fund are entitled to receive any dividends or other distributions declared by the Fund for each such class. No shares of the 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 the Fund or any class; (2) the trustees determine that it is necessary or desirable to obtain a shareholder vote; (3) a merger or consolidation, share conversion, share exchange, or sale of assets is proposed and a shareholder vote is required by the 1940 Act to approve the transaction; or (4) a shareholder vote is required under the 1940 Act. The 1940 Act requires a shareholder vote under various circumstances, including to elect or remove trustees upon the written request of shareholders representing 10% or more of the Funds net assets, to change any fundamental policy of the Fund (please see Fundamental Policies ), and to enter into certain merger transactions. Unless otherwise required by applicable law, shareholders of the 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 the shareholders .
Liquidation Rights. In the event that the 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. Fund shareholders may convert their shares to another class of shares of the same Fund upon the satisfaction of any then-applicable eligibility requirements as described in the Funds current prospectus.
Redemption Provisions. The Funds redemption provisions are described in its current prospectus and elsewhere in this Statement of Additional Information.
Sinking Fund Provisions. The Fund has no sinking fund provisions.
Calls or Assessment. The Funds shares, when issued, are fully paid and non-assessable.
B-2
Tax Status of the Fund
The Fund expects to qualify each year for treatment as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the IRC). This special tax status means that the Fund will not be liable for federal tax on income and capital gains distributed to shareholders. In order to preserve its tax status, the Fund must comply with certain requirements. If the 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, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before regaining its tax status as a regulated investment company.
Dividends received and distributed by the 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 Fund are not eligible for treatment as qualified dividend income.
Dividends received and distributed by the 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 Fund are not eligible for the dividends-received deduction.
The Fund may declare a capital gain dividend consisting of the excess (if any) of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforwards of the Fund. For Fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. A Fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010, before using capital losses arising in fiscal years beginning prior to December 22, 2010.
FUNDAMENTAL POLICIES
The 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 . The 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 . The Fund may invest in commodities only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Diversification . With respect to 75% of its total assets, the Fund may not (1) purchase more than 10% of the outstanding voting securities of any one issuer or (2) purchase securities of any issuer if, as a result, more than 5% of the Funds total assets would be invested in that issuers securities. This limitation does not apply to obligations of the U.S. government or its agencies or instrumentalities.
Industry Concentration . The Fund will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry.
Investment Objective . The investment objective of the Fund may not be materially changed without a shareholder vote.
Loans . The 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 . The Fund may not invest directly in real estate unless it is acquired as a result of ownership of securities or other instruments. This restriction shall not prevent the Fund from investing in securities or other instruments (1) issued by companies that invest, deal, or otherwise engage in transactions in real estate or (2) backed or secured by real estate or interests in real estate.
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Senior Securities . The 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 . The 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 Fund from having an ownership interest in Vanguard. As a part owner of Vanguard, the Fund may own securities issued by Vanguard, make loans to Vanguard, and contribute to Vanguards costs or other financial requirements. See Management of the Fund for more information.
INVESTMENT STRATEGIES, RISKS, AND NONFUNDAMENTAL POLICIES
Some of the investment strategies and policies described on the following pages and in the Funds prospectus set forth percentage limitations on the 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 the Funds investment strategies, risks, and policies set forth in the prospectus. With respect to the different investments discussed as follows, the Fund may acquire such investments to the extent consistent with its investment strategies and policies.
Borrowing . A funds ability to borrow money is limited by its investment policies and limitations; by the 1940 Act; and by applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a fund is required to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the funds total assets made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the funds total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or for other reasons, a fund may be required to sell some of its portfolio holdings within three days (excluding Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.
Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a funds portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities purchased with the proceeds of such borrowing. A fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.
The SEC takes the position that transactions that have a leveraging effect on the capital structure of a fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the fund for purposes of the 1940 Act. These transactions can include entering into reverse repurchase agreements; engaging in mortgage-dollar-roll transactions; selling securities short (other than short sales against-the-box); buying and selling certain derivatives (such as futures contracts); selling (or writing) put and call options; engaging in sale-buybacks; entering into firm-commitment and standby-commitment agreements; engaging in when-issued, delayed-delivery, or forward-commitment transactions; and participating in other similar trading practices. (Additional discussion about a number of these transactions can be found on the following pages.) A borrowing transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund maintains an offsetting financial position; segregates liquid assets (with such liquidity determined by the advisor in accordance with procedures established by the board of trustees) equal (as determined on a daily mark-to-market basis) in value to the funds potential
B-4
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 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
B-5
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 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. An actual or anticipated economic downturn or sustained period of rising interest rates, for example, could cause a decline in junk-bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high-yield securities defaults, in addition to risking payment of all or a portion of interest and principal, a fund investing in such securities may incur additional expenses to seek recovery.
The secondary market on which high-yield securities are traded may be less liquid than the market for investment-grade securities. Less liquidity in the secondary trading market could adversely affect the ability of a funds advisor to sell a high-yield security or the price at which a funds advisor could sell a high-yield security, and it could also adversely affect the daily net asset value of fund shares. When secondary markets for high-yield securities are less liquid than the market for investment-grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation of the securities.
Except as otherwise provided in a funds prospectus, if a credit-rating agency changes the rating of a portfolio security held by a fund, the fund may retain the portfolio security if the advisor deems it in the best interests of shareholders.
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
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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-counter market (OTC Derivatives) or may be cleared through a clearinghouse (Cleared Derivatives) and traded on an exchange or swap execution facility. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), certain swap agreements, such as certain standardized credit default and interest rate swap agreements, must be cleared through a clearinghouse and traded on an exchange or swap execution facility. This could result in an increase in the overall costs of such transactions. While the intent of derivatives regulatory reform is to mitigate risks associated with derivatives markets, the new regulations could, among other things, increase liquidity and decrease pricing for more standardized products while decreasing liquidity and increasing pricing for less standardized products. The risks associated with the use of derivatives are different from, and possibly greater than, the risks associated with investing directly in the securities, 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 investments. There is no assurance that any derivatives strategy used by a funds advisor will succeed. The other parties to the funds OTC Derivatives contracts (usually referred to as counterparties) will not be considered the issuers thereof for purposes of certain provisions of the 1940 Act and the IRC, although such OTC Derivatives may qualify as securities or investments under such laws. The funds advisors, however, will monitor and adjust, as appropriate, the funds credit risk exposure to OTC Derivative counterparties.
Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks, bonds, and other traditional investments. The use of a derivative requires an
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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 the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the contract. Additionally, the use of credit derivatives can result in losses if a funds advisor does not correctly evaluate the creditworthiness of the issuer on which the credit derivative is based.
Derivatives may be subject to liquidity risk, which exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with certain OTC Derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.
Derivatives may be subject to pricing or basis risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.
Because certain derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. A derivative transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing .
Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to a funds interest. A fund bears the risk that its advisor will incorrectly forecast future market trends or the values of assets, reference rates, indexes, or other financial or economic factors in establishing derivative positions for the fund. If the advisor attempts to use a derivative as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the derivative will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many derivatives (in particular, OTC Derivatives) are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
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 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
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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, or transactions in foreign securities. Although in some countries a portion of these taxes is recoverable by the fund, the nonrecovered portion of foreign withholding taxes will reduce the income received from such securities.
The value of the foreign securities held by a fund that are not U.S. dollar-denominated may be significantly affected by changes in currency exchange rates. The U.S. dollar value of a foreign security generally decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated, and it tends to increase when the value of the U.S. dollar falls against such currency (as discussed under the heading Foreign SecuritiesForeign Currency Transactions , a fund may attempt to hedge its currency risks). In addition, the value of fund assets may be affected by losses and other expenses incurred in converting between various currencies in order to purchase and sell foreign
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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 fund will enter into foreign currency transactions only to attempt to hedge the currency risk associated with investing in foreign securities. Although such transactions tend to minimize the risk of loss that would result from a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.
Currency exchange transactions may be conducted either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the interbank market. Currency exchange transactions also may be effected through the use of swap agreements or other derivatives.
Currency exchange transactions may be considered borrowings. A currency exchange transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing .
By entering into a forward contract for the purchase or sale of foreign currency involved in underlying security transactions, a fund may be able to protect itself against part or all of the possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as transaction hedging. In addition, when the advisor reasonably believes that a particular foreign currency may suffer a substantial decline against the U.S. dollar, a fund may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. This practice is sometimes referred to as portfolio hedging. Similarly, when the advisor reasonably believes that the U.S. dollar may suffer a substantial decline against a foreign currency, a fund may enter into a forward contract to buy that foreign currency for a fixed dollar amount.
A fund may also attempt to hedge its foreign currency exchange rate risk by engaging in currency futures, options, and cross-hedge transactions. In cross-hedge transactions, a fund holding securities denominated in one foreign currency
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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 for the relevant commodity on the last trading day of the contract and the price for the relevant commodity agreed upon at the outset of the contract. Most futures contracts, however, are not held until maturity but instead are offset before the settlement date through the establishment of an opposite and equal futures position.
The purchaser or seller of a futures contract is not required to deliver or pay for the underlying commodity unless the contract is held until the settlement date. However, both the purchaser and seller are required to deposit initial margin with a futures commission merchant (FCM) when the futures contract is entered into. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a contract over a fixed period. If the value of the funds position declines, the fund will be required to make additional variation margin payments to the FCM to settle the change in value. If the value of the funds position increases, the FCM will be required to make additional variation
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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 .
The Fund intends to comply with Rule 4.5 under the Commodity Exchange Act (CEA), under which a mutual fund may be excluded from the definition of the term Commodity Pool Operator (CPO) if the fund meets certain conditions such as limiting its investments in certain CEA-regulated instruments (e.g., futures, options, or swaps) and complying with certain marketing restrictions. Accordingly, Vanguard is not subject to registration or regulation as a CPO with respect to the Fund under the CEA. The Fund will only enter into futures contracts and futures options that are traded on a U.S. or foreign exchange, board of trade, or similar entity or that are quoted on an automated quotation system.
Futures Contracts and Options on Futures ContractsRisks. The risk of loss in trading futures contracts and in writing futures options can be substantial because of the low margin deposits required, the extremely high degree of leverage involved in futures and options pricing, and the potential high volatility of the futures markets. As a result, a relatively small price movement in a futures position may result in immediate and substantial loss (or gain) for the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit if the contract were closed out. Thus, a purchase or sale of a futures contract, and the writing of a futures option, may result in losses in excess of the amount invested in the position. In the event of adverse price movements, a fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements (and segregation requirements, if applicable) at a time when it may be disadvantageous to do so. In addition, on the settlement date, a fund may be required to make delivery of the instruments underlying the futures positions it holds.
A fund could suffer losses if it is unable to close out a futures contract or a futures option because of an illiquid secondary market. Futures contracts and futures options may be closed out only on an exchange that provides a secondary market for such products. However, there can be no assurance that a liquid secondary market will exist for any particular futures product at any specific time. Thus, it may not be possible to close a futures or option position. Moreover, most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous days settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may
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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.
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, individually or collectively, 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.
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
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seek to profit from an anticipated rise or decline in option prices. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is in-the-money at the expiration date. A call option is in-the-money if the value of the underlying position exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying position. Generally, any profit realized by an option buyer represents a loss for the option writer. The writing of an option will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing .
If a trading market, in particular options, were to become unavailable, investors in those options (such as the funds) would be unable to close out their positions until trading resumes, and they may be faced with substantial losses if the value of the underlying instrument moves adversely during that time. Even if the market were to remain available, there may be times when options prices will not maintain their customary or anticipated relationships to the prices of the underlying instruments and related instruments. Lack of investor interest, changes in volatility, or other factors or conditions might adversely affect the liquidity, efficiency, continuity, or even the orderliness of the market for particular options.
A fund bears the risk that its advisor will not accurately predict future market trends. If the advisor attempts to use an option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the option will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial losses for the fund. Although hedging strategies involving options can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many options, in particular OTC options, are complex and often valued based on subjective factors. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
OTC Swap Agreements. An over-the-counter (OTC) swap agreement, which is a type of derivative, is an agreement between two parties (counterparties) to exchange payments at specified dates (periodic payment dates) on the basis of a specified amount (notional amount) with the payments calculated with reference to a specified asset, reference rate, or index.
Examples of OTC swap agreements include, but are not limited to, interest rate swaps, credit default swaps, equity swaps, commodity swaps, foreign currency swaps, index swaps, excess return swaps, and total return swaps. Most OTC swap agreements provide that when the periodic payment dates for both parties are the same, payments are netted, and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, a funds current obligations (or rights) under an OTC swap agreement will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty. OTC swap agreements allow for a wide variety of transactions. For example, fixed rate payments may be exchanged for floating rate payments; U.S. dollar-denominated payments may be exchanged for payments denominated in a different currency; and payments tied to the price of one asset, reference rate, or index may be exchanged for payments tied to the price of another asset, reference rate, or index.
An OTC option on an OTC swap agreement, also called a swaption, is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based premium. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer 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
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significant losses. In addition, OTC swap transactions may be subject to a funds limitation on investments in illiquid securities.
OTC swap agreements may be subject to pricing risk, which exists when a particular swap becomes extraordinarily expensive or inexpensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity or to realize the intrinsic value of the OTC swap agreement.
Because certain OTC swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain OTC swaps have the potential for unlimited loss, regardless of the size of the initial investment. A leveraged OTC swap transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
Like most other investments, OTC swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a funds interest. A fund bears the risk that its advisor will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing OTC swap positions for the fund. If the advisor attempts to use an OTC swap as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the OTC swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving OTC swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many OTC swaps are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
The use of an OTC swap agreement also involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. Additionally, the use of credit default swaps can result in losses if a funds advisor does not correctly evaluate the creditworthiness of the issuer on which the credit swap is based.
The market for OTC swaps and swaptions is a relatively new market. It is possible that developments in the market could adversely affect a fund, including its ability to terminate existing OTC swap agreements or to realize amounts to be received under such agreements. As previously noted under the heading Derivatives, under the Dodd-Frank Act, certain swaps that may be used by a fund may be cleared through a clearinghouse and traded on an exchange or swap execution facility.
Other Investment Companies . A fund may invest in other investment companies to the extent permitted by applicable law or SEC exemption. Under Section 12(d)(1) of the 1940 Act, a fund generally may invest up to 10% of its assets in shares of investment companies and up to 5% of its assets in any one investment company, as long as no investment represents more than 3% of the voting stock of an acquired investment company. In addition, no funds for which Vanguard acts as an advisor may, in the aggregate, own more than 10% of the voting stock of a closed-end investment company. The 1940 Act and related rules provide certain exemptions from these restrictions, for example, 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
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discount to their net asset value. Others are continuously offered at net asset value but also may be traded on the secondary market.
Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer. Preferred stock normally pays dividends at a specified rate and has precedence over common stock in the event the issuer is liquidated or declares bankruptcy. However, in the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. Preferred stock, unlike common stock, often has a stated dividend rate payable from the corporations earnings. Preferred stock dividends may be cumulative or noncumulative, participating, or auction rate. Cumulative dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuers common stock. Participating preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. Preferred stock is subject to many of the risks to which common stock and debt securities are subject. In addition, preferred stock may be subject to more abrupt or erratic price movements than common stock or debt securities because preferred stock may trade with less frequency and in more limited volume.
Repurchase Agreements. A repurchase agreement is an agreement under which a fund acquires a debt security (generally a security issued by the U.S. government or an agency thereof, a bankers acceptance, or a certificate of deposit) from a bank, a broker, or a dealer and simultaneously agrees to resell such security to the seller at an agreed-upon price and date (normally, the next business day). Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may be considered a loan that is collateralized by the security purchased. The resale price reflects an agreed-upon interest rate effective for the period the instrument is held by a fund and is unrelated to the interest rate on the underlying instrument. In these transactions, the securities acquired by a fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement and be held by a custodian bank until repurchased. 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 features), (2) OTC options contracts and certain other derivatives (including certain swap agreements), (3) fixed time deposits that are not subject to prepayment or do not provide for withdrawal penalties upon prepayment (other than overnight deposits), (4) certain loan interests and other direct debt instruments, (5) certain municipal lease obligations, (6) private equity investments, (7) commercial paper issued pursuant to Section 4(a) (2) of the 1933 Act, and (8 ) securities whose disposition is restricted under the federal securities laws. Illiquid securities include restricted, privately placed securities that, under the federal securities laws, generally may be resold only to qualified institutional buyers. If a substantial market develops for a restricted security held by a fund, it may be treated as a liquid security, in accordance with procedures and guidelines approved by the board of trustees. This generally includes securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, such as commercial paper. Although a funds advisor monitors the liquidity of restricted securities, the board of trustees oversees and retains ultimate responsibility for the advisors
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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 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.
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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.
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
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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 MattersPassive Foreign Investment Companies. The Fund may invest in passive foreign investment companies (PFICs). A foreign company is generally a PFIC if 75% or more of its gross income is passive or if 50% or more of its assets produce passive income. Capital gains on the sale of an interest in a PFIC will be deemed ordinary income regardless of how long the Fund held it. Also, the Fund may be subject to corporate income tax and an interest charge on certain dividends and capital gains earned in respect to PFIC interests, whether or not such amounts are distributed to shareholders. To avoid such tax and interest, the 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.
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.
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.
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When-Issued, Delayed-Delivery, and Forward-Commitment Transactions. When-issued, delayed-delivery, and forward-commitment transactions involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. When a fund has sold a security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, the fund could miss a favorable price or yield opportunity or suffer a loss. A fund may renegotiate a when-issued or forward-commitment transaction and may sell the underlying securities before delivery, which may result in capital gains or losses for the fund. When-issued, delayed-delivery, and forward-commitment transactions will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
Regulatory restrictions in India. Shares of Vanguard Explorer Fund have not been, and will not be, registered under the laws of India and are not intended to benefit from any laws in India promulgated for the protection of shareholders. As a result of regulatory requirements in India, shares of the Fund shall not be knowingly offered to (directly or indirectly) or sold or delivered to (within India); transferred to or purchased by; or held by , for, on the account of, or for the benefit of (i) a person resident in India (as defined under applicable Indian law ), (ii) a n overseas corporate body or a person of Indian origin (a s defined under applicable Indian law), or (iii) any other entity or person disqualified or otherwise prohibited from accessing the Indian securities market under applicable laws, as may be amended from time to time. Investors , prior to purchasing shares of the Fund, must satisfy themselves regarding compliance with these requirements.
SHARE PRICE
Multiple-class funds do not have a single share price. Rather, each class has a share price, called its net asset value, or NAV, that is calculated each business day as of the close of regular trading on the New York Stock Exchange (the Exchange), generally 4 p.m., Eastern time. NAV per share 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 Exchange 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).
The Exchange typically observes the following holidays: New Years Day; Martin Luther King, Jr., Day; Presidents Day (Washingtons Birthday); Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Although the Fund expects the same holidays to be observed in the future, the Exchange may modify its holiday schedule or hours of operation at any time.
PURCHASE AND REDEMPTION OF SHARES
Purchase of Shares
The purchase price of shares of the Fund is the NAV per share next determined after the purchase request is received in good order, as defined in the Funds prospectus.
Exchange of Securities for Shares of the Fund. Shares of the 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 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.
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Redemption of Shares
The redemption price of shares of the Fund is the NAV per share next determined after the redemption request is received in good order, as defined in the Funds prospectus.
The Fund can postpone payment of redemption proceeds for up to seven calendar days. In addition, the 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 the Fund at the beginning of such period.
If Vanguard determines that it would be detrimental to the best interests of the remaining shareholders of the 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 Fund does not charge a redemption fee. 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
The 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.
MANAGEMENT OF THE FUND
Vanguard
The 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.
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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 Vanguard’s total expenses, which are allocated among the funds under methods approved by the board of trustees of each fund. In addition, each fund bears its own direct expenses, such as legal, auditing, and custodial fees.
The 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 fund’s relative net assets and its contribution to Vanguard’s capital.
As of October 31, 2015 , the Fund had contributed capital to Vanguard as follows:
Capital | Percentage of | Percent of | |
Contribution | Fund’s Average | Vanguard’s | |
Vanguard Fund | to Vanguard | Net Assets | Capitalization |
Explorer Fund | $1,010,000 | 0.01% | 0.40% |
Management . Corporate management and administrative services include (1) executive staff, (2) accounting and financial, (3) legal and regulatory, (4) shareholder account maintenance, (5) monitoring and control of custodian relationships, (6) shareholder reporting, and (7) review and evaluation of advisory and other services provided to the funds by third parties.
Distribution . Vanguard Marketing Corporation, 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 fund’s continued participation in the joint arrangement.
To ensure that each fund’s participation in the joint arrangement falls within a reasonable range of fairness, each fund contributes to VMC’s marketing and distribution expenses in accordance with an SEC-approved formula. Under that formula, one half of the marketing and distribution expenses are allocated among the funds based upon their relative net assets. The remaining half of those expenses are allocated among the funds based upon each fund’s sales for the preceding 24 months relative to the total sales of the funds as a group, provided, however, that no fund’s aggregate quarterly rate of contribution for marketing and distribution expenses shall exceed 125% of the average marketing and distribution expense rate for Vanguard and that no fund shall incur annual marketing and distribution expenses in excess of 0.20% of its average month-end net assets. Each fund’s contribution to these marketing and distribution expenses helps to maintain and enhance the attractiveness and viability of the Vanguard complex as a whole, which benefits all of the funds and their shareholders.
VMC’s principal marketing and distribution expenses are for advertising, promotional materials, and marketing personnel. Other marketing and distribution activities of an administrative nature that VMC undertakes on behalf of the funds may include, but are not limited to:
n Conducting or publishing Vanguard-generated research and analysis concerning the funds, other investments, the financial markets, or the economy.
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VMC performs most marketing and distribution activities itself. Some activities may be conducted by third parties pursuant to shared marketing arrangements under which VMC agrees to share the costs and performance of marketing and distribution activities in concert with a financial service provider. Financial service providers include, but are not limited to, investment advisors, broker-dealers, financial planners, financial consultants, banks, and insurance companies. Under these cost- and performance-sharing arrangements, VMC may pay or reimburse a financial service provider (or a third party it retains) for marketing and distribution activities that VMC would otherwise perform. VMCs cost- and performance-sharing arrangements may be established in connection with Vanguard investment products or services offered or provided to or through the financial service providers. VMCs arrangements for shared marketing and distribution activities may vary among financial service providers, and its payments or reimbursements to financial service providers in connection with shared marketing and distribution activities may be significant. VMC participates in an offshore arrangement established with a third party to provide marketing, promotional, and other services to qualifying Vanguard funds that are distributed in certain foreign countries on a private-placement basis to government-sponsored and other institutional investors. In exchange for such services, the third party receives an annual base (fixed) fee and may also receive discretionary fees or performance adjustments.
In connection with its marketing and distribution activities, VMC may give financial service providers (or their representatives) (1) promotional items of nominal value that display Vanguards logo, such as golf balls, shirts, towels, pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.
VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or 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 Explorer Fund on an at-cost basis. Amounts captioned Management and Administrative Expenses include the funds allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the funds.
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Amounts captioned “Marketing and Distribution Expenses” include the fund‘s allocated share of expenses associated with the marketing and distribution activities that VMC conducts on behalf of the Vanguard funds.
As is the case with all mutual funds, transaction costs incurred by Fund 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 October 31, 2013 , 2014, and 2015 , and are presented as a percentage of the Fund‘s average month-end net assets.
Annual Shared Fund Operating Expenses | |||
(Shared Expenses Deducted From Fund Assets) | |||
Vanguard Fund | 2013 | 2014 | 2015 |
Explorer Fund | |||
Management and Administrative Expenses | 0.20% | 0.18% | 0.17% |
Marketing and Distribution Expenses | 0.02 | 0.02 | 0.01 |
The Fund’s investment advisors may direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the Fund part of the commissions generated. Such rebates are used solely to reduce the Fund‘s management and administrative expenses and are not reflected in these totals.
Officers and Trustees
Each Vanguard fund is governed by the board of trustees of its trust and a single set of officers. Consistent with the board’s corporate governance principles, the trustees believe that their primary responsibility is oversight of the management of each fund for the benefit of its shareholders, not day-to-day management. The trustees set broad policies for the funds; select investment advisors; monitor fund operations, regulatory compliance, performance, and costs; nominate and select new trustees; and elect fund officers. Vanguard manages the day-to-day operations of the funds under the direction of the board of trustees.
The trustees play an active role, as a full board and at the committee level, in overseeing risk management for the funds. The trustees delegate the day-to-day risk management of the funds to various groups, including portfolio review, investment management, risk management, compliance, legal, fund accounting, and fund financial services. These groups provide the trustees with regular reports regarding investment, valuation, liquidity, and compliance, as well as the risks associated with each. The trustees also oversee risk management for the funds through regular interactions with the funds’ internal and external auditors.
The full board participates in the funds’ risk oversight, in part, through the Vanguard funds’ compliance program, which covers the following broad areas of compliance: investment and other operations; recordkeeping; valuation and pricing; 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. Vanguard’s head of internal audit reports directly to the audit committee and provides reports to the committee in writing and in person on a regular basis. Although the audit committee is responsible for overseeing the management of financial risks, the entire board is regularly informed of these risks through committee reports.
All of the trustees bring to each fund’s board a wealth of executive leadership experience derived from their service as executives (in many cases chief executive officers), board members, and leaders of diverse public operating companies, academic institutions, and other organizations. In determining whether an individual is qualified to serve as a trustee of the funds, the board considers a wide variety of information about the trustee, and multiple factors contribute to the board’s decision. Each trustee is determined to have the experience, skills, and attributes necessary to serve the funds and their shareholders because each trustee demonstrates an exceptional ability to consider complex business and
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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.
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Principal Occupation(s) | Number of | |||
Vanguard | and Outside Directorships | Vanguard Funds | ||
Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
Name, Year of Birth | Held With Fund | Officer Since | and Other Experience | Trustee/Officer |
Independent Trustees | ||||
Amy Gutmann | Trustee | June 2006 | Dr. Gutmann has served as the President of the | 196 |
(1949) | University of Pennsylvania since 2004. She is the | |||
Christopher H. Browne Distinguished Professor of | ||||
Political Science, School of Arts and Sciences, and | ||||
Professor of Communication, Annenberg School for | ||||
Communication, with secondary faculty appointments | ||||
in the Department of Philosophy, School of Arts and | ||||
Sciences, and at the Graduate School of Education, | ||||
University of Pennsylvania. Dr. Gutmann also serves | ||||
as a Trustee of the National Constitution Center. | ||||
Dr. Gutmann is Chair of the Presidential Commission | ||||
for the Study of Bioethical Issues. | ||||
JoAnn Heffernan Heisen | Trustee | July 1998 | Ms. Heisen is the former Corporate Vice President | 196 |
(1950) | and Chief Global Diversity Officer (retired 2008) | |||
and a former member of the Executive Committee | ||||
(19972008) of Johnson & Johnson (pharmaceuticals/ | ||||
medical devices/consumer products). Ms. Heisen | ||||
served as Vice President and Chief Information Officer | ||||
of Johnson & Johnson from 1997 to 2005. Ms. Heisen | ||||
serves as a Director of Skytop Lodge Corporation | ||||
(hotels) and the Robert Wood Johnson Foundation and | ||||
as a member of the Advisory Board of the Institute for | ||||
Womens Leadership at Rutgers University. | ||||
F. Joseph Loughrey | Trustee | October 2009 | Mr. Loughrey is the former President and Chief | 196 |
(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 Director 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. | ||||
Mark Loughridge | Lead Independent | March 2012 | Mr. Loughridge is the former Senior Vice President and | 196 |
(1953) | Trustee | Chief Financial Officer (retired 2013) at IBM | ||
(information technology services). Mr. Loughridge also | ||||
served as a fiduciary member of IBMs Retirement Plan | ||||
Committee (20042013). Previous positions held by Mr. | ||||
Loughridge at IBM include Senior Vice President and | ||||
General Manager of Global Financing (20022004), | ||||
Vice President and Controller (19982002), and a | ||||
variety of management roles. Mr. Loughridge serves as | ||||
a Director of The Dow Chemical Company and as a | ||||
member of the Council on Chicago Booth. |
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Principal Occupation(s) | Number of | |||
Vanguard | and Outside Directorships | Vanguard Funds | ||
Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
Name, Year of Birth | Held With Fund | Officer Since | and Other Experience | Trustee/Officer |
Independent Trustees | ||||
Scott C. Malpass | Trustee | March 2012 | Mr. Malpass has served as Chief Investment Officer | 196 |
(1962) | since 1989 and Vice President since 1996 at the | |||
University of Notre Dame. Mr. Malpass serves as an | ||||
Assistant Professor of Finance at the Mendoza College | ||||
of Business at the University of Notre Dame and is a | ||||
member of the Notre Dame 403(b) Investment | ||||
Committee. Mr. Malpass also serves on the boards of | ||||
TIFF Advisory Services, Inc., and Catholic Investment | ||||
Services, Inc. (investment advisors) ; as a member of | ||||
the board of advisors for Spruceview Capital Partners; | ||||
a nd 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 | 196 |
(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 Director of Rand Merchant Bank and as an Overseer | ||||
of the Museum of Fine Arts Boston. | ||||
Peter F. Volanakis | Trustee | July 2009 | Mr. Volanakis is the retired President and Chief | 196 |
(1955) | Operating Officer (retired 2010) of Corning | |||
Incorporated (communications equipment) and a | ||||
former Director of Corning Incorporated (20002010) | ||||
and of Dow Corning (20012010). Mr. Volanakis served | ||||
as a Director of SPX Corporation (multi-industry | ||||
manufacturing) in 2012 and as an Overseer of the | ||||
Amos Tuck School of Business Administration at | ||||
Dartmouth College from 2001 to 2013. Mr. Volanakis | ||||
serves as a Trustee of Colby-Sawyer College and | ||||
Chairman of Colby-Sawyers Finance and Enrollment | ||||
Committee, and also serves as a member of the | ||||
Advisory Board of the Norris Cotton Cancer Center. | ||||
Executive Officers | ||||
Glenn Booraem | Treasurer | July 2010 | Mr. Booraem, a Principal of Vanguard, has served as | 196 |
(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 | 196 |
(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 | 196 |
(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. |
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Principal Occupation(s) | Number of | |||
Vanguard | and Outside Directorships | Vanguard Funds | ||
Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
Name, Year of Birth | Held With Fund | Officer Since | and Other Experience | Trustee/Officer |
Executive Officers | ||||
Heidi Stam | Secretary | July 2005 | Ms. Stam has served as a Managing Director of | 196 |
(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.
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:
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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 Fund for each trustee. In addition, the table shows the total amount of benefits that we expect each trustee to receive from all Vanguard funds upon retirement and the total amount of compensation paid to each trustee by all Vanguard funds.
VANGUARD EXPLORER FUND
TRUSTEES COMPENSATION TABLE
Pension or | Accrued Annual | Total Compensation | ||
Aggregate | Retirement Benefits | Retirement | From All | |
Compensation | Accrued as Part of | Benefit at | Vanguard Funds | |
Trustee | From the Fund 1 | the Funds Expenses 1 | January 1, 2016 2 | Paid to Trustees 3 |
F. William McNabb III | | | | |
Emerson U. Fullwood | $2,420 | | | $230,000 |
Rajiv L. Gupta | 2,420 | | | 223,500 |
Amy Gutmann | 2,420 | | | 230,000 |
JoAnn Heffernan Heisen | 2,420 | $45 | $ 6,985 | 230,000 |
F. Joseph Loughrey | 2,420 | | | 230,000 |
Mark Loughridge | 2,644 | | | 260,000 |
Scott C. Malpass | 2,420 | | | 223,500 |
André F. Perold | 2,420 | | | 230,000 |
Alfred M. Rankin, Jr. 4 | 671 | 20 | | |
Peter F. Volanakis | 2,420 | | | 230,000 |
1 The amounts shown in this column are based on the Trusts fiscal year ended October 31, 2015. | ||||
2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for | ||||
the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustees | ||||
retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after | ||||
January 1, 2001, are not eligible to participate in the retirement benefit plan. | ||||
3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 194 Vanguard | ||||
funds for the 2015 calendar year. | ||||
4 Mr. Rankin retired from the Funds board of trustees effective December 31, 2014. |
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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 the Fund and of all Vanguard funds served by the trustee as of December 31, 2015 .
Aggregate Dollar Range of | |||
Dollar Range of Fund | Vanguard Fund Shares | ||
Vanguard Fund | Trustee | Shares Owned by Trustee | Owned by Trustee |
Explorer 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 | 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 | Over $100,000 |
As of January 31, 2016 , the trustees and officers of the funds owned, in the aggregate, less than 1% of each class of each fund’s outstanding shares.
As of January 31, 2016 , the following owned of record 5% or more of the outstanding shares of each class:
Vanguard Explorer Fund—Investor Shares:State Street Bank & Trust Co., Boston, MA (20.3%); Vanguard Explorer Fund—Admiral Shares: Fidelity Investments Institutional Operations Co., Covington, KY (8.43%).
Portfolio Holdings Disclosure Policies and Procedures
Introduction
Vanguard and the boards of trustees of the Vanguard funds (Boards) have adopted Portfolio Holdings Disclosure Policies and Procedures (Policies and Procedures) to govern the disclosure of the portfolio holdings of each Vanguard fund. Vanguard and the Boards considered each of the circumstances under which Vanguard fund portfolio holdings may be disclosed to different categories of persons under the Policies and Procedures. Vanguard and the Boards also considered actual and potential material conflicts that could arise in such circumstances between the interests of Vanguard fund shareholders, on the one hand, and those of the fund’s investment advisor, distributor, or any affiliated person of the fund, its investment advisor, or its distributor, on the other. After giving due consideration to such matters and after the exercise of their fiduciary duties and reasonable business judgment, Vanguard and the Boards determined that the Vanguard funds have a legitimate business purpose for disclosing portfolio holdings to the persons described in each of the circumstances set forth in the Policies and Procedures and that the Policies and Procedures are reasonably designed to ensure that disclosure of portfolio holdings and information about portfolio holdings is in the best interests of fund shareholders and appropriately addresses the potential for material conflicts of interest.
The Boards exercise continuing oversight of the disclosure of Vanguard fund portfolio holdings by (1) overseeing the implementation and enforcement of the Policies and Procedures, the Code of Ethics, and the Policies and Procedures Designed to Prevent the Misuse of Inside Information (collectively, the portfolio holdings governing policies) by the chief compliance officer of Vanguard and the Vanguard funds; (2) considering reports and recommendations by the chief compliance officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940) that may arise in connection with any portfolio holdings governing policies; and (3) considering whether to approve or ratify any amendment to any portfolio holdings governing policies. Vanguard and the Boards reserve the right to amend the Policies and Procedures at any time and from time to time without prior notice at their sole discretion. For purposes of the Policies and Procedures, the term “portfolio holdings” means the equity and debt securities (e.g., stocks and bonds) held by a Vanguard fund and does not mean the cash investments, derivatives, and other investment positions (collectively, other investment positions) held by the fund.
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Online Disclosure of Ten Largest Stock Holdings
Each actively managed Vanguard fund generally will seek to disclose the 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 d isclosure 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
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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 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; T riune 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.
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.
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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 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 seven investment advisors:
Century Capital Management, LLC, provided investment advisory services for a portion of Vanguard Explorer Fund from 2008 to January 2016.
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 is summarized by the advisory firm in the following sections for the fiscal year ended October 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. Hereafter, each portion is referred to as the advisors Portfolio. In this capacity, each advisor continuously reviews, supervises, and administers the investment program for its portion of the funds assets. 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
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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.
The Fund pays each of its independent third-party investment advisors a base fee plus or minus a performance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The 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 2500 Growth Index (for Arrowpoint Partners, Kalmar, SIMG, and Wellington Management), the Russell 2000 Growth Index (for Chartwell), a 50/50 blend of the Russell 2000 Growth Index and the Russell 2500 Growth Index (for Granahan), over the preceding 36-month period (60-month period for Arrowpoint Partners and SIMG). Vanguard provides investment advisory services for a portion of the Fund on an at-cost basis.
Prior to the appointment of Arrowpoint Partners, and during the fiscal years ended October 31, 2013 , 2014, and 2015 , Vanguard Explorer Fund incurred aggregate investment advisory fees and expenses of approximately $21,212,000 (before a performance-based decrease of $20,000), $26,767,000 (before a performance-based decrease of $392,000), and $26,817,000 (before a performance-based decrease of $2,046,000), respectively.
Of the aggregate fees and expenses previously described, the investment advisory expenses paid to Vanguard for the fiscal year ended October 31, 2015, were approximately $517,000 , and the investment advisory fees paid to the remaining advisors for the fiscal year ended October 31, 2015, were $24,254,000 (representing an effective annual rate of 0.22%).
A. Arrowpoint Asset Management, LLC (Arrowpoint Partners)
Arrowpoint Partners, located in Denver, Colorado, is an investment advisory firm founded in 2007.
1. Other Accounts Managed
Chad Meade co-manages a portion of Vanguard Explorer Fund; as of October 31, 2015 , the Fund held assets of $11.4 billion. As of October 31, 2015, Mr. Meade also co-managed 4 other registered investment companies with total assets of $2.6 billion, 2 other pooled investment vehicles with total assets of $209 million, and 5 other accounts with total assets of $60 million (none of which had advisory fees based on account performance).
Brian Schaub co-manages a portion of Vanguard Explorer Fund; as of October 31, 2015 , the Fund held assets of $11.4 billion. As of October 31, 2015, Mr. Meade also co-managed 4 other registered investment companies with total assets of $2.6 billion, 2 other pooled investment vehicles with total assets of $209 million, and 5 other accounts with total assets of $60 million (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
Potential conflicts could include a portfolio managers knowledge about the size, timing, and possible market impact of a funds trades, whereby the portfolio manager could use this information to the advantage or disadvantage of another fund. A funds portfolio managers may be able to select or otherwise influence the selection of the brokers and dealers that are used to execute securities transactions for a fund. In addition to executing trades, some brokers and dealers provide managers with brokerage research services, which may result in the payment of higher brokerage fees than might have otherwise been available. These services may be more beneficial to certain funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to a fund, a portfolio managers decision as to the selection of brokers and dealers could potentially yield disproportionate costs and benefits among the individual funds.
A funds portfolio managers and analysts may also face other potential conflicts of interest in managing the funds, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the funds and other accounts. In addition, the portfolio managers or analysts may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity. The management of these accounts may also involve certain of the potential conflicts described above. Investment personnel, including the portfolio managers and analysts, are subject to restrictions on engaging in personal securities transactions pursuant to a Code of Ethics adopted by Arrowpoint Partners and the funds. Although the potential for conflicts of interest may exist, the funds and Arrowpoint Partners believe that they have established policies and procedures that seek to minimize potential
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conflicts of interest and to ensure that the purchase and sale of securities among all managed accounts are fairly and equitably executed and allocated.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 firm's Code of Ethics.
3. Description of Compensation
Compensation for portfolio managers is designed to link the performance of each portfolio manager to shareholder objectives. All portfolio manager compensation, through a base salary and bonus, is paid by Arrowpoint. The total compensation of a portfolio manager will be based on a combination of the pre-tax performance of each fund managed by the portfolio manager against applicable benchmark(s), as well as against its relevant peer group, with primary emphasis given to 3-year performance. Peer groups may include Lipper, Morningstar, and other customized universes of funds managed. Portfolio managers are incentivized for outperformance, but receive no extra compensation for being top decile performers, which minimizes the possibility of portfolio managers taking undue risk to be top performers.
4. Ownership of Securities
As of October 31, 2015 , Mr. Meade and Mr. Schaub did not own any shares of the Fund .
B . Chartwell Investment Partners, LLC (Chartwell)
Chartwell is a Pennsylvania Limited Liability Company and a wholly owned subsidiary of TriState Capital Holdings, Inc. TriState Capital Holdings, Inc., is a registered bank holding company headquartered in Pittsburgh, Pennsylvania.
1. Other Accounts Managed
The management of and investment decisions for the Chartwell Portfolio are made by the Chartwell Growth Group, of which John A. Heffern is a senior member.
Mr. Heffern manages a portion of Vanguard Explorer Fund; as of October 31, 2015 , the Fund held assets of $11.4 billion. As of October 31, 2015 , Mr. Heffern also managed 2 other registered investment companies with total assets of $50.7 million (advisory fees not based on account performance), 1 o ther pooled investment vehicle with total assets of $1.3 million (advisory fee not based on account performance), and 13 other accounts with total assets of $527.1 million (advisory fees based on account performance for 1 of these accounts with total assets of $32.1 million).
2. Material Conflicts of Interest
All portfolios are managed in like-style; except for possible client-imposed portfolio restrictions, there are no material conflicts of interest that may arise in connection with simultaneous management of the Chartwell Portfolio and such other accounts. In the allocation of investment opportunities, unless prohibited by client guidelines, trade orders for multiple portfolios in a given investment product are generally batched or placed as an aggregated order for execution. Placing an aggregate order may enable Chartwell to obtain more favorable execution and net price for the combined order. All portfolios included in an aggregated trade are allocated the same average price per share. If in fact there are multiple orders on the trade blotter for the same security that cannot be aggregated because of client restrictions, a simple rotational system is implemented.
Proprietary Accounts: Certain new investment products developed begin as incubator funds and, in some cases, are funded by internal officers, directors, partners, and portfolio managers personal assets. These new products are traded exactly the same as regular client accounts, except that they do not participate in initial public offerings (IPOs). Such accounts are not favored over any other account. The Compliance Group monitors all activity in these accounts regularly. No investment or performance fees are received by the investors or the firm. Once sufficient client assets are raised in the product, the incubator is closed. Chartwells Code of Ethics requires disclosure of any Private Placement investments by all employees including firm incubator funds.
Other rules to prevent conflicts of interest: No portfolio manager shall initiate a short sale in an investment account when a registered fund or other investment account either holds, or intends to acquire, a long position in the security. If an investment account has an existing short position in a security that is subsequently purchased as a long position in any
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other client account, the portfolio manager is prohibited from initiating further short sales and any purchases of the security shall be allocated in a fair and equitable manner in accordance with the firms trade allocation policies.
Chartwell is a wholly owned subsidiary of TriState Capital Holdings, Inc., a registered bank holding company based in Pittsburgh, Pennsylvania. TriState Capital Holdings, Inc. (NASDAQ: TSC) is a bank holding company headquartered in Pittsburgh, Pennsylvania, providing commercial banking, private banking, and investment management services to middle-market companies, institutional clients, and high-net-worth individuals. Its TriState Capital Bank subsidiary serves middle-market commercial customers through regional offices in Pittsburgh; Philadelphia; Cleveland; Princeton, N.J.; and New York City, as well as high-net-worth individuals nationwide through its national referral network of financial intermediaries. Its Chartwell Investment Partners subsidiary serves TriState Capitals financial intermediary network and over 150 institutional clients. As Chartwell and TriState are in very different lines of business, investment advisory and lending, respectively, Chartwell deems the risk of conflicts to be very low. 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 firm's Code of Ethics.
3. Description of Compensation
The compensation paid to a Chartwell portfolio manager consists of base salary, annual bonus, and an annual profit-sharing contribution to the firms retirement plan. A portfolio managers base salary is determined by Chartwells Compensation Committee and is reviewed at least annually. A portfolio managers and analysts experience, historical performance, and role in firm or product team management are the primary considerations in determining the base salary. Industry benchmarking is utilized by the Compensation Committee on an annual basis.
Annual bonuses are determined by the Compensation Committee based on a number of factors. The primary factor is a performance-based compensation schedule that is applied to all accounts managed by a portfolio manager within a particular investment product and is not specific to any one account. The bonus is calibrated based on the gross composite performance of such accounts versus the appropriate benchmark (the Russell 2000 Growth Index) and peer-group rankings. Portfolio construction, sector and security weighting, and performance are reviewed by the Compliance Committee and Compensation Committee to prevent a manager from taking undue risks. Additional factors used to determine the annual bonus include the portfolio managers contribution as an analyst, product team management, and contribution to the strategic planning and development of the investment group as well as the firm.
Chartwell also provides a profit-sharing and a 401(k) plan for all employees. The annual profit-sharing contribution from Chartwell is discretionary and is determined by the Compensation Committee.
4. Ownership of Securities
As of October 31, 2015 , Mr. Heffern owned shares of the Fund in the $100,001$500,000 range.
C. Granahan Investment Management, Inc. (Granahan)
Granahan is a Massachusetts corporation.
1. Other Accounts Managed
Gary C. Hatton, Jane M. White, and Jennifer M. Pawloski co-manage a portion of Vanguard Explorer Fund; as of October 31, 2015 , the Fund held assets of $11.4 billion. As of October 31, 2015, Mr. Hatton, Ms. Whit e, and Ms. Pawloski al so co-managed 2 other registered investment companies with total assets of $1.1 billion (advisory fees based on account performance for 1 of these accounts with total assets of $837.9 million). Mr Hatton also managed 1 additional registered investment company with total assets of $267.4 million, and 2 other pooled investment vehicles with total assets of $132.8 million (advisory fees not based on account performance).
2. Material Conflicts of Interest
The portfolio management team responsible for managing the Portfolio has similar responsibilities to other clients of Granahan. The firm has established policies and procedures to address the potential conflicts of interest inherent in managing portfolios of differing size, fee structure (including performance-based fees), strategy, or other factors that could impact fair treatment. These policies and procedures are designed to prevent and detect favorable treatment of one account over another and include policies for allocating trades equitably across multiple accounts, determining IPO
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allocations, monitoring the composition of client portfolios to ensure that each reflects the investment profile of that client, and reviewing the performance of accounts of similar styles. Additionally, each employee of Granahan is bound by its Code of Ethics, which establishes policies and procedures designed to ensure that clients interests are placed before those of an individual or the firm. 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 firm's Code of Ethics.
3. Description of Compensation
The Granahan Portfolio is managed by the portfolio management team of Gary C. Hatton, Jane M. White, and Jennifer M. Pawloski. The portfolio managers compensation is made up of a base salary plus a performance bonus. Base salary for portfolio managers varies depending on qualitative and quantitative factors such as salary levels in the industry, experience, length of employment, and the nature and number of other duties for which he or she has responsibility. The performance bonus is based on a number of factors including the one- and three-year returns, before management fees and taxes, of each account managed relative to its benchmark (an equal combination of the Russell 2500 Growth Index and the Russell 2000 Growth Index for the Granahan Portfolio since November 1, 2013, and the Russell 2500 Growth Index prior); the one-and three-year returns, before management fees and taxes, of each account managed relative to the benchmark sector for which that manager has responsibility; and the value of the assets managed by that manager. Additionally, certain portfolio managers receive a percentage of the investment management fees paid to Granahan on certain accounts. All members of the portfolio management team receive a share of Granahan profits either in the form of dividends, for shareholders, or via the companys profit-sharing program for nonshareholders.
4. Ownership of Securities
As of October 31, 2015, Mr. Hatton owned shares of the Fund within the $100,001$500,000 range; Ms. White owned shares of the Fund within the $10,001-$50,000 range; and Ms. Pawloski did not own shares of the Fund.
D. Kalmar Investment Advisers (Kalmar)
Kalmar, a business trust registered in the state of Delaware, is a research-driven investment firm that is entirely focused on the management of growth-with-value smaller-cap equity portfolios and is owned in its entirety by active Kalmar employees. Kalmar is a sister company of Kalmar Investments Inc., the firms separate account management arm, which was founded in 1982.
1. Other Accounts Managed
Ford B. Draper, Jr., and Dana F. Walker, along with Kalmars investment team, co-manage a portion of Vanguard Explorer Fund; as of October 31, 2015 , the Fund held assets of $11.4 billion. As of October 31, 2015, Mr. Draper and Mr. Walker also co-managed 2 other registered investment companies with total assets of $1.4 billion (advisory fees based on account performance for 1 of these accounts with total assets of $1 billion), and 160 other accounts with total assets of $705.1 million (advisory fees not based on account performance).
2. Material Conflicts of Interest
Kalmars policy from the firms inception is to avoid conflicts of interest by neither favoring nor disfavoring any account systematically versus any other. Accordingly, on a best efforts basis, investment opportunities are shared among all accounts of the same market-cap size class as evenhandedly as possible over time. Kalmar has three market-cap size classes of accounts under management: small-cap, smid-cap, and mid-cap. Kalmars investment strategy is applied uniformly, and individual securities are owned as uniformly as possible by all accounts within a size class, except for those clients with particular investment restrictions or guidelines. In those cases, the same strategy is applied except for elimination of restricted securities. Investment personnel of the firm or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the firm's Code of Ethics.
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3. Description of Compensation
Kalmar seeks to maintain a competitive and incentivized compensation program to attract and retain outstanding, high-caliber investment professionals. Therefore, Kalmar closely links the investment professionals compensation to their particular contributions to client returns and to the attainment of the performance goals of Kalmars growth-with-value investment philosophy, in which the Kalmar Portfolio participates. Portfolio managers receive base salaries, incentive bonus opportunities, benefits packages, and opportunities (if invited by Kalmars board of directors) to purchase equity in Kalmar. Portfolio manager compensation is reviewed and modified each year as appropriate to reflect changes in the marketplace, as well as to adjust the factors used to determine bonuses, in order to promote good sustained client performance, including the Kalmar Portfolios performance.
Fixed Based Salary: In setting portfolio manager base salaries, Kalmar seeks to be competitive in light of each persons experience, tenure, contribution, and responsibilities.
Annual Bonus: Each portfolio manager is eligible to receive an annual cash bonus, which has quantitative and nonquantitative components. The quantitative component, which generally represents 60%70% of the bonus, is based on the specific contribution of the individuals research ideas to the pre-tax success of managed portfolios in absolute and index-relative terms for short-term (1 year) and long-term (25 year) periods.
The nonquantitative component is based on an evaluation of the individuals contribution to Kalmars team-oriented research and portfolio management process and of his or her other contributions to client satisfaction, client communication, and the overall success of the firm over the past year. For purposes of illustration, examples of factors weighed in this evaluation are (1) maintenance of insightful knowledge and opinions on companies owned by the portfolio; (2) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (3) ability and willingness to develop and share ideas and contribute to idea deliberation on a team basis; and (4) contribution to investment strategy, buy and sell discipline, and the overall performance results of the portfolios managed by the investment team, as well as the productive functioning of the team.
Benefits Package: All employees, including portfolio managers, participate in Kalmars benefits package, which includes a 401(k) plan with a contribution by Kalmar and a profit-sharing plan based on the overall success of the firm. The opportunity for equity ownership in Kalmar is open to all key, high-contributing employees of the firm from all professional disciplines, solely at the discretion and invitation of Kalmars board of directors. Such ownership is purchased from the firm rather than awarded as a bonus. Mr. Draper is the lead partner in Kalmar. This equity ownership, coupled with the other competitive and incentivizing ingredients in Kalmars compensation package, is intended to link the partners compensation directly, plus indirectly but effectively, to client success and performance outcomes.
4. Ownership of Securities
As of October 31, 2015 , Mr. Draper and Mr. Walker did not own any shares of the Fund.
E. Stephens Investment Management Group, LLC (SIMG)
SIMG, located in Little Rock, Arkansas, is a subsidiary of Stephens Investments Holdings, a privately held and family owned company.
1. Other Accounts Managed
Ryan E. Crane manages a portion of Vanguard Explorer Fund; as of October 31, 2015 , the Fund held assets of $11.4 billion. As of October 31, 2015, Mr. Crane also managed 3 other registered investment companies with total assets of $812.4 million (advisory fees not based on account performance) and 55 other accounts with total assets of $1.2 billion (advisory fees based on account performance for 1 of these accounts with total assets of $29.6 million).
2. Material Conflicts of Interest
SIMG manages a number of separate accounts and two other registered investment companies that utilize similar investment strategies as the SIMG Portfolio. Most of these separate accounts are charged an asset-based fee by SIMG, but one account is charged a performance fee. The firm has established policies and procedures to address the potential conflicts of interest inherent in managing portfolios for multiple clients. These policies and procedures are designed to prevent and detect favorable treatment of one account over another and include policies for allocating trades equitably across multiple accounts, monitoring the composition of client portfolios to ensure that each reflects the investment
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profile of the client, and reviewing the performance of accounts of similar styles. Additionally, each employee of SIMG is bound by its Code of Ethics, which establishes policies and procedures designed to ensure the clients interests are placed before those of an individual or the firm. 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 firm's Code of Ethics.
3. Description of Compensation
All SIMG Portfolio Managers receive compensation in the form of a fixed salary and performance bonus. The performance bonus can represent a significant portion of the total compensation. The amount of a Portfolio Managers bonus is a function of SIMG products asset-weighted one-, three-, and five-year performance relative to the appropriate benchmark and peer group. Portfolio Managers with sector specific responsibilities receive a portion of their bonus based on performance contribution and attribution analysis based on each individuals performance within their respective sectors. Mr. Cranes bonus as team leader is more a function of the products performance (in the manner described above) and less sensitive to individual stock picks. His bonus also has a subjective portion that is related in part to SIMGs level of profitability. Each member of the portfolio management team is a shareholder of Class B shares of SIMG and receives a portion of the overall net profits of SIMG. Performance is measured over the most recent calendar year.
4. Ownership of Securities
As of October 31, 2015 , Mr. Crane owned shares of the Fund within the $10,001$50,000 range .
F. Wellington Management Company LLP (Wellington Management)
Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210. As of October 31, 2015, the firm is owned by 140 partners, all fully active in the business of the firm. Wellington Management is a professional investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. Kenneth L. Abrams, Senior Managing Director and Equity Portfolio Manager at Wellington Management, has served as a portfolio manager of the Wellington Management Portfolio since 1994. Daniel J. Fitzpatrick, CFA, Senior Managing Director and Equity Research Analyst at Wellington Management, has served as an associate portfolio manager of the Wellington Management Portfolio since February 2014.
1. Other Accounts Managed
Mr. Abrams manages a portion of Vanguard Explorer Fund; as of October 31, 2015 , the Fund held assets of $11.4 billion. As of October 31, 2015 , Mr. Abrams also managed 3 other registered investment companies with total assets of $285.2 million, 7 other pooled investment vehicles with total assets of $997.7 million), and 12 other accounts with total assets of $2.2 billion (none of which had advisory fees based on account performanc e).
Daniel J. Fitzpatrick serves as associate portfolio manager for a portion of Vanguard Explorer Fund; as of October 31, 2015, the Fund held assets of $11.4 billion. As of October 31, 2015, Mr. Fitzpatrick also managed 2 other registered investment companies with total assets of $261.3 million, 2 other pooled investment vehicles with total assets of $275.1 million, and 5 other accounts with total assets of $1.1 billion ( none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The Wellington Management Portfolios managers listed in the prospectus, who are primarily responsible for the day-to-day management of the Wellington Management Portfolio (the Portfolio Managers), generally manage accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations, and risk profiles that differ from those of the Fund. The Portfolio Managers make investment decisions for each account, including the Wellington Management Portfolio,
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based on the investment objectives, policies, practices, benchmarks, cash flows, tax, and other relevant investment considerations applicable to that account. Consequently, the Portfolio Managers may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the Wellington Management Portfolio, and thus the accounts may have similarand in some cases nearly identicalobjectives, strategies, and/or holdings to those of the Wellington Management Portfolio.
A Portfolio Manager or other investment professional at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the Wellington Management Portfolio or make investment decisions that are similar to those made for the Wellington Management Portfolio, both of which have the potential to adversely impact the Wellington Management Portfolio, depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, a Portfolio Manager may purchase the same security for the Wellington Management Portfolio and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the Wellington Management Portfolios holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Wellington Management Portfolio. Beca use incentive payments paid by Wellington Management to the Portfolio Managers are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Portfolio Manager. Finally, the Portfolio Managers may hold shares or investments in the other pooled investment vehicles and/or other accounts previously identified.
Wellington Managements goal is to meet its fiduciary obligation to treat all clients fairly and provide high-quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firms Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Managements investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professionals various client mandates.
3. Description of Compensation
Wellington Management receives a fee based on the assets under management of the Wellington Management Portfolio as set forth in the Investment Advisory Agreement between Wellington Management and the Trust on behalf of the Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to the Wellington Management Portfolio. The following information relates to fiscal year ended October 31, 2015 .
Wellington Managements compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high-quality investment management services to its clients. Wellington Managements compensation of the named Portfolio Managers, who are primarily responsible for the day-to-day management of the portfolio, includes a base salary and incentive components. The base salary for each Portfolio Manager who is a partner (a Partner) of Wellington Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by the managing partners of Wellington Management Group LLP. The base salary for the other Portfolio Manager is determined by the Portfolio Managers experience and performance in his role as a Portfolio Manager. Base salaries for Wellington Managements employees are reviewed annually and may be adjusted based on the recommendation of a Portfolio Managers manager, using guidelines established by Wellington Managements Compensation Committee, which has final oversight responsibility for base salaries of employees of the firm.
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Each Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Wellington Management Portfolio and generally each other account managed by the Portfolio Manager. Each Portfolio Managers incentive payment relating to the Wellington Management Portfolio is linked to the net pre-tax performance of the Wellington Management Portfolio managed by the Portfolio Managers compared to the Russell 2500 Growth Index over one- and three-year periods, which will be fully implemented by December 31, 2016, with an emphasis on three-year results. In 2012, Wellington Management began placing increased emphasis on long-term performance and is phasing in a five-year performance comparison period. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods, and rates may differ) to other accounts managed by the Portfolio Managers, including accounts with performance fees.
Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professionals overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Managers may also be eligible for bonus payments based on their overall contribution to Wellington Managements business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each Partner is eligible to participate in a Partner-funded tax-qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Mr. Abrams and Mr. Fitzpatrick are Partners.
4. Ownership of Securities
As of October 31, 2015 , Mr. Abrams owned shares of the Fund exceeding $1 million. As of October 31, 2015, Mr. Fitzpatrick owned shares of the Fund in the $500,001$1,000,000 range.
G. Vanguard
Vanguard, through its Quantitative Equity Group , provides investment advisory services on an at-cost basis for a portion of Vanguard Explorer Fund. The compensation and other expenses of Vanguards advisory staff are allocated among the funds utilizing Vanguards advisory services.
1. Other Accounts Managed
James P. Stetler, Michael R. Roach, and Binbin Guo co-manage a portion of Vanguard Explorer Fund; as of
October 31, 2015 , the Fund held assets of $11.4 billion. As of October 31, 2015, Mr. Stetler, Mr. Roach, and Mr. Guo also co-managed all or a portion of 14 other registered investment companies with total assets of $119 billion and 1 other pooled investment vehicle with total assets of $1.6 million (none of which had advisory fees based on account performance). As of October 31, 2015, Mr. Roach also managed 1 other registered investment company with total assets of $158.8 million (advisory fee not based on account performance).
2. Material Conflicts of Interest
At Vanguard, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these accounts may include separate accounts, collective trusts, and offshore funds. Managing multiple funds or accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by trustees and independent third parties. Vanguard has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.
3. Description of Compensation
All Vanguard portfolio managers are Vanguard employees. This section describes the compensation of the Vanguard employees who manage Vanguard mutual funds. As of October 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
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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.
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 the portion of Vanguard Explorer Fund managed by Vanguard, the performance factor depends on how successfully the portfolio manager outperforms the Russell 2500 Growth Index and maintains the risk parameters of the Fund over a three-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 October 31, 2015 , Vanguard employees collectively invested more than $4.9 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 October 31, 2015 , Mr. Roach, Mr. Stetler, and Mr. Guo did not own any shares of the Fund.
Duration and Termination of Investment Advisory Agreements
The current investment advisory agreements wi th Chartwell, Granahan, Kalmar, and Wellington Management 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 (sixty (60) days written notice for Chartwell), (2) by a vote of a majority of the Funds outstanding voting securities upon 30 days written notice to the advisor (60 days written notice for Chartwell), or (3) by the advisor upon ninety (90) days written notice to the Fund.
The initial investment advisory agreements with both Arrowpoint Partners and SIMG are binding for a two-year period. At the end of that time, the agreements will become renewable for successive one-year periods, subject to the above conditions.
Vanguard provides at-cost investment advisory services to the Fund pursuant to the terms of the Fifth Amended and Restated Funds Service Agreement. This agreement will continue in full force and effect until terminated or amended by mutual agreement of the Vanguard funds and Vanguard.
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PORTFOLIO TRANSACTIONS
The advisor decides which securities to buy and sell on behalf of the Fund and then selects the brokers or dealers that will execute the trades on an agency basis or the dealers with whom the trades will be effected on a principal basis. For each trade, the advisor must select a broker-dealer that it believes will provide “best execution.” Best execution does not necessarily mean paying the lowest spread or commission rate available. In seeking best execution, the SEC has said that an advisor should consider the full range of a broker-dealer’s services. The factors considered by the advisor in seeking best execution include, but are not limited to, the broker-dealer’s execution capability, clearance and settlement services, commission rate, trading expertise, willingness and ability to commit capital, ability to provide anonymity, financial responsibility, reputation and integrity, responsiveness, access to underwritten offerings and secondary markets, and access to company management, as well as the value of any research provided by the broker-dealer. In assessing which broker-dealer can provide best execution for a particular trade, the advisor also may consider the timing and size of the order and available liquidity and current market conditions. Subject to applicable legal requirements, the advisor may select a broker based partly on brokerage or research services provided to the advisor and its clients, including the Fund. The advisor may cause the 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 the 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.
During the fiscal years ended October 31, 2013 , 2014, and 2015 , the Fund paid the following approximate amounts in brokerage commissions:
Vanguard Fund | 2013 | 2014 | 2015 |
Explorer Fund | $11,776,000 | $11,358,000 | $11,04 2,000 |
Some securities that are considered for investment by the 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 the Fund and one or more of an advisor’s other clients and are considered for purchase or sale at or about the same time, then transactions in such securities may be aggregated by the advisor, and the purchased securities or sale proceeds may be allocated among the participating Vanguard funds and the other participating clients of the advisor in a manner deemed equitable by the advisor. Although there may be no specified formula for allocating such transactions, the allocation methods used, and the results of such allocations, will be subject to periodic review by the Fund‘s board of trustees.
The ability of Vanguard and external advisors to purchase or dispose of investments in regulated industries, certain derivatives markets, certain international markets, and certain issuers that limit ownership by a single shareholder or group of related shareholders, or to exercise rights on behalf of the 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 the 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 the 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 October 31, 2015, the Fund held securities of its “regular brokers or dealers,” as that term is defined in Rule 10b-1 of the 1940 Act, as follows:
Regular Broker or Dealer (or Parent) | Aggregate Holdings |
ITG Inc. | — |
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PROXY VOTING GUIDELINES
The Board of Trustees (the Board) of each Vanguard fund has adopted proxy voting procedures and guidelines to govern proxy voting by the fund. The Board has delegated responsibility for monitoring proxy voting activities to the Proxy Oversight Committee (the Committee), made up of senior officers of Vanguard and subject to the operating procedures and guidelines described below. The Committee reports directly to the Board. Vanguard is subject to these procedures and guidelines to the extent that they call for Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the guidelines have also been approved by the Board of Directors of Vanguard.
The overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a funds investmentsand those of fund shareholdersover the long term. Although the goal is simple, the proposals the funds receive are varied and frequently complex. As such, the guidelines adopted by the Board provide a rigorous framework for assessing each proposal. Under the guidelines, each proposal must be evaluated on its merits, based on the particular facts and circumstances as presented.
For ease of reference, the procedures and guidelines often refer to all funds. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual funds. For most proxy proposals, particularly those involving corporate governance, the evaluation will result in the same position being taken across all of the funds and the funds voting as a block. In some cases, however, a fund may vote differently, depending upon the nature and objective of the fund, the composition of its portfolio, and other factors.
The guidelines do not permit the Board to delegate voting responsibility to a third party that does not serve as a fiduciary for the funds. Because many factors bear on each decision, the guidelines incorporate factors the Committee should consider in each voting decision. A fund may refrain from voting some or all of its shares or vote in a particular way if doing so would be in the funds and its shareholders best interests. These circumstances may arise, for example, if the expected cost of voting exceeds the expected benefits of voting, if exercising the vote would result in the imposition of trading or other restrictions, or if a fund (or all Vanguard funds in the aggregate) were to own more than the permissible maximum percentage of a companys stock (as determined by the companys governing documents or by applicable law, regulation, or regulatory agreement).
In evaluating proxy proposals, we consider information from many sources, including, but not limited to, the investment advisor for the fund, the management or shareholders of a company presenting a proposal, and independent proxy research services. We will give substantial weight to the recommendations of the companys board, absent guidelines or other specific facts that would support a vote against management. In all cases, however, the ultimate decision rests with the members of the Committee, who are accountable to the funds Board.
While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Committee will evaluate the issue and cast the funds vote in a manner that, in the Committees view, will maximize the value of the funds investment, subject to the individual circumstances of the fund.
I. | The Board of Directors |
A. | Election of directors |
Good governance starts with a majority-independent board, whose key committees are made up entirely of independent directors. As such, companies should attest to the independence of directors who serve on the Compensation, Nominating, and Audit committees. In any instance in which a director is not categorically independent, the basis for the independence determination should be clearly explained in the proxy statement.
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Although the funds will generally support the boards nominees, the following factors will be taken into account in determining each funds vote:
Factors For Approval | Factors Against Approval |
Nominated slate results in board made up of a majority of | Nominated slate results in board made up of a majority of |
independent directors. | non-independent directors. |
All members of Audit, Nominating, and Compensation | Audit, Nominating, and/or Compensation committees include |
committees are independent of management. | non-independent members. |
Incumbent board member failed to attend at least 75% of meetings | |
in the previous year. | |
Actions of committee(s) on which nominee serves are inconsistent with | |
other guidelines (e.g., excessive equity grants, substantial non-audit fees, | |
lack of board independence). | |
Actions of committee(s) on which nominee serves demonstrate serious | |
failures of governance (e.g., unilaterally acting to significantly reduce | |
shareholder rights, failure to respond to previous vote results for directors | |
and shareholder proposals). |
B. Contested director elections
In the case of contested board elections, we will evaluate the nominees qualifications, the performance of the incumbent board, and the rationale behind the dissidents campaign, to determine the outcome that we believe will maximize shareholder value.
C. Classified boards
The funds will generally support proposals to declassify existing boards (whether proposed by management or shareholders), and will block efforts by companies to adopt classified board structures in which only part of the board is elected each year.
D. Proxy access
We believe that long-term investors may benefit from having proxy access, or the opportunity to place director nominees on a companys proxy ballot. In our view, this improves shareholders ability to participate in director elections while potentially enhancing boards accountability and responsiveness to shareholders.
That said, we also believe that proxy access provisions should be appropriately limited to avoid abuse by investors who lack a meaningful long-term interest in the company. As such, we generally believe that a shareholder or group of shareholders representing 3 % of a companys outstanding shares held for at least three years should be able to nominate directors for up to 20% of the seats on the board.
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
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management, employees, and directors. The funds oppose plans that substantially dilute their ownership interest in the company, provide participants with excessive awards, or have inherently objectionable structural features.
An independent compensation committee should have significant latitude to deliver varied compensation to motivate the 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:
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).
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IV. Corporate Structure and Shareholder Rights
The exercise of shareholder rights, in proportion to economic ownership, is a fundamental privilege of stock ownership that should not be unnecessarily limited. Such limits may be placed on shareholders ability to act by corporate charter or by-law provisions, or by the adoption of certain takeover provisions. In general, the market for corporate control should be allowed to function without undue interference from these artificial barriers.
The funds positions on a number of the most commonly presented issues in this area are as follows:
A. Shareholder rights plans (poison pills)
A companys adoption of a so-called poison pill effectively limits a potential acquirers ability to buy a controlling interest without the approval of the targets board of directors. Such a plan, in conjunction with other takeover defenses, may serve to entrench incumbent management and directors. However, in other cases, a poison pill may force a suitor to negotiate with the board and result in the payment of a higher acquisition premium.
In general, shareholders should be afforded the opportunity to approve shareholder rights plans within a year of their adoption. This provides the board with the ability to put a poison pill in place for legitimate defensive purposes, subject to subsequent approval by shareholders. In evaluating the approval of proposed shareholder rights plans, we will consider the following factors:
Factors For Approval | Factors Against Approval |
Plan is relatively short-term (3-5 years). | Plan is long term (>5 years). |
Plan requires shareholder approval for renewal. | Renewal of plan is automatic or does not require shareholder approval. |
Plan incorporates review by a committee of independent | Board with limited independence. |
directors at least every three years (so-called TIDE provisions). | |
Ownership trigger is reasonable (15-20%). | Ownership trigger is less than 15%. |
Highly independent, non-classified board. | Classified board. |
Plan includes permitted-bid/qualified-offer feature (chewable | |
pill) that mandates a shareholder vote in certain situations. |
B. Increase in authorized shares
The funds are supportive of companies seeking to increase authorized share amounts that do not potentially expose shareholders to excessive dilution. We will generally approve increases of up to 50% of the current share authorization, but will also consider a companys specific circumstances and market practices.
C. Cumulative voting
The funds are generally opposed to cumulative voting under the premise that it allows shareholders a voice in director elections that is disproportionate to their economic investment in the corporation.
D. Supermajority vote requirements
The funds support shareholders ability to approve or reject matters presented for a vote based on a simple majority. Accordingly, the funds will support proposals to remove supermajority requirements and oppose proposals to impose them.
E. Right to call meetings and act by written consent
The funds support shareholders right to call special meetings of the board (for good cause and with ample representation) and to act by written consent. The funds will generally vote for proposals to grant these rights to shareholders and against proposals to abridge them.
F. Confidential voting
The integrity of the voting process is enhanced substantially when shareholders (both institutions and individuals) can vote without fear of coercion or retribution based on their votes. As such, the funds support proposals to provide confidential voting.
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G. Dual classes of stock
We are opposed to dual class capitalization structures that provide disparate voting rights to different groups of shareholders with similar economic investments. We will oppose the creation of separate classes with different voting rights and will support the dissolution of such classes.
V. Corporate and Social Policy Issues
Proposals in this category, initiated primarily by shareholders, typically request that the company disclose or amend certain business practices. The Board generally believes that these are ordinary business matters that are primarily the responsibility of management and should be evaluated and approved solely by the corporations board of directors. Often, proposals may address concerns with which the Board philosophically agrees, but absent a compelling economic impact on shareholder value (e.g., proposals to require expensing of stock options), the funds will typically abstain from voting on these proposals. This reflects the belief that regardless of our philosophical perspective on the issue, these decisions should be the province of company management unless they have a significant, tangible impact on the value of a funds investment and management is not responsive to the matter.
VI. Voting in Foreign Markets
Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which the funds may invest. Each funds votes will be used, where applicable, to advocate for improvements in governance and disclosure by each funds portfolio companies. We will evaluate issues presented to shareholders for each funds foreign holdings in the context with the guidelines described above, as well as local market standards and best practices. The funds will cast their votes in a manner believed to be philosophically consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances in which the funds elect not to vote, as described below.
Many foreign markets require that securities be blocked or reregistered to vote at a companys meeting. Absent an issue of compelling economic importance, we will generally not subject the fund to the loss of liquidity imposed by these requirements.
The costs of voting (e.g., custodian fees, vote agency fees) in foreign markets may be substantially higher than for U.S. holdings. As such, the fund may limit its voting on foreign holdings in instances in which the issues presented are unlikely to have a material impact on shareholder value.
VII. Voting Shares of a Company that has an Ownership Limitation
Certain companies have provisions in their governing documents that restrict stock ownership in excess of a specified limit. Typically, these ownership restrictions are included in the governing documents of real estate investment trusts, but may be included in other companies governing documents.
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.
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These ownership limits may be applied at the individual fund level, across all Vanguard-advised funds, or across all Vanguard funds, regardless of whether they are advised by Vanguard.
VIII. Voting on a Funds Holdings of Other Vanguard Funds
Certain Vanguard funds (owner funds) may, from time to time, own shares of other Vanguard funds (underlying funds). If an underlying fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the owner funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund.
IX. The Proxy Voting Group
The Board has delegated the day-to-day operations of the funds proxy voting process to the Proxy Voting Group, which the Committee oversees. Although most votes will be determined, subject to the individual circumstances of each fund, by reference to the guidelines as separately adopted by each of the funds, there may be circumstances when the Proxy Voting Group will refer proxy issues to the Committee for consideration. In addition, at any time, the Board has the authority to vote proxies, when, at the Boards or the Committees discretion, such action is warranted.
The Proxy Voting Group performs the following functions: (1) managing and conducting due diligence of proxy voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals using factors described in the guidelines; (4) determining and addressing potential or actual conflicts of interest that may be presented by a particular proxy; and (5) voting proxies. The Proxy Voting Group also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.
X. The Proxy Oversight Committee
The Board, including a majority of the independent trustees, appoints the members of the Committee who are senior officers of Vanguard.
The Committee does not include anyone whose primary duties include external client relationship management or sales. This clear separation between the proxy voting and client relationship functions is intended to eliminate any potential conflict of interest in the proxy voting process. In the unlikely event that a member of the Committee believes he or she might have a conflict of interest regarding a proxy vote, that member must recuse himself or herself from the committee meeting at which the matter is addressed, and not participate in the voting decision.
The Committee works with the Proxy Voting Group to provide reports and other guidance to the Board regarding proxy voting by the funds. The Committee has an obligation to conduct its meetings and exercise its decision-making authority subject to the fiduciary standards of good faith, fairness, and Vanguards Code of Ethics. The Committee shall authorize proxy votes that the Committee determines, at its sole discretion, to be in the best interests of each funds shareholders. In determining how to apply the guidelines to a particular factual situation, the Committee may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.
The Board may review these procedures and guidelines and modify them from time to time. A summary of the procedures and guidelines is available on Vanguards website at vanguard.com .
You may obtain a free copy of a report that details how the funds voted the proxies relating to the portfolio securities held by the funds for the prior 12-month period ended June 30 by logging on to Vanguards website at vanguard.com or the SECs website at www.sec.gov.
FINANCIAL STATEMENTS
The Funds Financial Statements for the fiscal year ended October 31, 2015 , appearing in the Funds 2015 Annual Report to Shareholders, and the report thereon of PricewaterhouseCoopers LLP, an independent registered public accounting firm, also appearing therein, are incorporated by reference into this Statement of Additional Information. For a more complete discussion of the Funds performance, please see the Funds Annual and Semiannual Reports to Shareholders, which may be obtained without charge.
SAI 024 022016
PART C
VANGUARD EXPLORER FUND
OTHER INFORMATION
Item 28. Exhibits
(a) | Articles of Incorporation, Amended and Restated Agreement, and Declaration of Trust, filed on February 19, 2009, Post-Effective Amendment No. 85, is hereby incorporated by reference. |
(b) | By-Laws filed on October 14, 2010, Post-Effective Amendment No. 89, is hereby incorporated by reference. |
(c) | Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the Registrants Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) above. |
(d) | Investment Advisory Contracts, f or Kalmar Investment Advisers, filed on February 22, 2010, Post-Effective Amendment No. 87; for Wellington Management Company LLP , filed on March 23, 2011, Post-Effective Amendment No. 92; for Stephens Investment Management Group, and for Granahan Investment Management, Inc., filed on February 24, 2014, Post-Effective Amendment No. 101; for Chartwell Investment Partners, L.P., filed on June 16, 2014, Post- Effective Amendment No. 103; and for Arrowpoint Asset Management, LLC, filed with Post- Effective Amendment No. 104 dated August 15, 2014, are hereby incorporated by reference. |
The Vanguard Group, Inc. provides investment advisory services to the Fund at cost pursuant to the Fifth Amended and Restated Funds Service Agreement, refer to Exhibit (h) below. | |
(e) | Underwriting Contracts, not applicable. |
(f) | Bonus or Profit Sharing Contracts, reference is made to the section entitled Management of the Fund in Part B of this Registration Statement. |
(g) | Custodian Agreement, for Brown Brothers Harriman & Company, filed on August 12, 2013, Post-Effective Amendment No. 98, is hereby incorporated by reference. |
(h) | Other Material Contracts, Fifth Amended and Restated Funds Service Agreement, filed on December 16, 2011, Post-Effective Amendment No. 93, is hereby incorporated by reference. |
(i) | Legal Opinion, not applicable. |
(j) | Other Opinions, Consent of Independent Registered Public Accounting Firm, is filed herewith. |
(k) | Omitted Financial Statements, not applicable. |
(l) | Initial Capital Agreements, not applicable. |
(m) | Rule 12b-1 Plan, not applicable. |
(n) | Rule 18f-3 Plan, is filed herewith. |
(o) | Reserved. |
(p) | Codes of Ethics, for Chartwell Investment Partners, filed on February 22, 2010, Post-Effective Amendment No. 87; Granahan Investment Management, Inc., for Kalmar Investment Advisers, filed on February 24, 2014, Post-Effective Amendment No. 101; for Arrowpoint Asset Management, LLC, filed with Post-Effective Amendment No. 104 dated August 15, 2014; and for The Vanguard Group, Inc., filed with Post-Effective Amendment No. 106 dated February 24, 2015, are hereby incorporated by reference, for Wellington Management Company LLP and Stephens Investment Management Group, 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.
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Item 30. Indemnification
The Registrants organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustees or officers office with the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted for directors, officers, or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Adviser
Wellington Management Company, LLP (Wellington Management) is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisers Act). The list required by this Item 31 of officers and partners of Wellington Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).
Granahan Investment Management, Inc. (Granahan) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Granahan, 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 Granahan pursuant to the Advisers Act (SEC File No. 801-23705).
Chartwell Investment Partners, Inc. (Chartwell) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and partners of Chartwell, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Chartwell pursuant to the Advisers Act (SEC File No. 801-79127).
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).
Kalmar Investment Advisers (Kalmar) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Kalmar, 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 Kalmar pursuant to the Advisers Act (SEC File No. 801-53608).
Stephens Investment Management Group, LLC (SIMG) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of SIMG, 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 SIMG pursuant to the Advisers Act (SEC File No. 801-64675).
Arrowpoint Asset Management, LLC (Arrowpoint Partners) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Arrowpoint Partners, 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 Arrowpoint Partners pursuant to the Advisers Act (SEC File no. 801-69868).
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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 |
Karin Risi | Director and Managing Director | None |
Thomas Rampulla | Director and Senior Vice President | None |
Natalie Bej | Chief Compliance Officer | Chief Compliance Officer |
M atthew 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 |
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Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, Pennsylvania 19355; the Registrants Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, Pennsylvania 19355; the Registrants Custodian, Brown Brothers Harriman, & Co., 50 Post Office Square, Boston, MA 02110; 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 Fund in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not Applicable
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets all requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the 24th day of February, 2016.
VANGUARD EXPLORER FUND
BY:_______
/s/ F. William McNabb III*
____________
F. William McNabb III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
Signature | Title | Date |
/s/ F. William McNabb III* | Chairman and Chief Executive | February 24, 2016 |
Officer | ||
F. William McNabb | ||
/s/ Emerson U. Fullwood* | Trustee | February 24, 2016 |
Emerson U. Fullwood | ||
/s/ Rajiv L. Gupta* | Trustee | February 24, 2016 |
Rajiv L. Gupta | ||
/s/ Amy Gutmann* | Trustee | February 24, 2016 |
Amy Gutmann | ||
/s/ JoAnn Heffernan Heisen* | Trustee | February 24, 2016 |
JoAnn Heffernan Heisen | ||
/s/ F. Joseph Loughrey* | Trustee | February 24, 2016 |
F. Joseph Loughrey | ||
/s/ Mark Loughridge* | Trustee | February 24, 2016 |
Mark Loughridge | ||
/s/ Scott C. Malpass* | Trustee | February 24, 2016 |
Scott C. Malpass | ||
/s/ André F. Perold* | Trustee | February 24, 2016 |
André F. Perold | ||
/s/ Peter F. Volanakis* | Trustee | February 24, 2016 |
Peter F. Volanakis | ||
/s/ Thomas J. Higgins* | Chief Financial Officer | February 24, 2016 |
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.
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C O NSENT OF INDEPEN D ENT REGISTERED P UBLIC A C C O UN T ING FIRM
W e h e reb y c o n s en t t o t h e i n c o r p oratio n b y refere n ce i n th e P rospect u s e s an d S tateme n t of A d diti o na l I n for m ati o n c o nstituti n g pa r t s o f t h i s P os t -E f f e c t i v e Am e nd m en t N o. 1 0 8 t o th e R e gistrati o n S tat emen t o n F or m N - 1 A (th e “ R eg i s tr a t i o n S tat emen t” ) o f ou r r e po r t d ate d D e c e mb e r 1 0 , 2 0 1 5 , relati n g t o th e fin a ncia l st a te m ent s a n d fina n cia l highlight s a p pearin g i n t h e Oc tob e r 3 1 , 2 0 1 5 , A n nua l R e po r t t o S h areh o l de r s o f V a n guar d Exp lo r e r F un d , w hi c h repo r t i s als o i n c o rporate d b y refere n ce int o th e R e gistrati o n State m ent . W e als o co n s en t t o t h e reference s t o u s u n de r th e heading “Financia l Highlights ” i n th e P rospectuse s a n d u nde r th e headi n g s “Fina n cia l State m ents ” and “ S er v ic e P r o v ide r s –I n de p en d en t R e g is t ere d P u bli c Ac c o unt i n g F i r m ” i n t h e S tate m e n t o f A ddit i on a l I n for ma tio n .
/s / P ric e w a t e r houseCo o pe r s LLP P h i l a d e l ph i a , P A
F e bru a ry 23 , 2 0 1 6
VANGUARD FUNDS
MULTIPLE CLASS PLAN
I. INTRODUCTION
This Multiple Class Plan (the Plan) describes seven separate classes of shares that may be offered by investment company members of The Vanguard Group (collectively the Funds, individually a Fund). The Plan explains the separate arrangements for each class, how expenses are allocated to each class, and the conversion features of each class. Each Fund may offer any one or more of the specified classes.
The Plan has been approved by the Board of Directors of The Vanguard Group (Vanguard). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.
II. SHARE CLASSES
A Fund may offer any one or more of the following share classes:
Investor Shares
AdmiralShares
Institutional Shares
Institutional Plus Shares
Institutional Select Shares
ETF Shares
Transition Shares
III. DISTRIBUTION, AVAILABILITY AND ELIGIBILITY
Distribution arrangements for all classes are described below. Distribution arrangements vary by Vanguard business line depending on the eligibility of the client segments to whom they market. Vanguard retains sole discretion in determining share class availability, and whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:
A. Investor Shares
Investor Shares generally will be available to investors who are not permitted to purchase other classes of shares, subject to the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Investor Shares will be substantially lower than the amount required for any other
1
class of shares. Investor Shares are typically distributed by all Vanguard business lines.
B. Admiral Shares
Admiral Shares generally will be available to individual, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested the Fund; or (ii) any other factors deemed appropriate by a Funds Board of Trustees. Admiral Shares are typically distributed by all Vanguard business lines.
C. Institutional Shares
Institutional Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount per account for Institutional Shares will be substantially higher than the amounts required for Investor Shares or Admiral Shares. Institutional Shares are typically distributed by Vanguards financial advisory services and institutional business lines.
D. Institutional Plus Shares
Institutional Plus Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Plus Shares will be substantially higher than the amount required for Institutional Shares. Institutional Plus Shares are typically distributed by Vanguards financial advisory services and institutional business lines.
E. Institutional Select Shares
Institutional Select Shares generally will be available to institutional investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Select Shares will be the highest among all Vanguard share classes. Institutional Select Shares are typically distributed by Vanguards institutional business line.
F. ETF Shares
A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants, and who pay for their ETF shares by depositing a prescribed basket of securities rather than paying cash. An Authorized
2
Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Funds distributor. Additional eligibility requirements may be specified in Schedule B hereto, as such Schedule may be amended from time to time. Investors who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all Vanguard business lines.
G. Transition Shares
Transition Shares generally will be available solely to Vanguard funds-of-funds that meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.
IV. SERVICE ARRANGEMENTS
All share classes will receive a range of services provided by Vanguard on a per account basis. These account-based services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. It is expected that the aggregate amount of account-based services provided to Investor Shares will materially exceed the amount of such services provided to any other class, due to the existence of many more accounts holding Investor Shares. In addition to this difference in the volume of services provided, arrangements will differ among the classes as follows:
A. Investor Shares
Investor Shares generally will receive the most basic level of service from Vanguard. Investor Shares generally will be serviced through a pool of Vanguard client service representatives.
B. Admiral Shares
Admiral Shares will receive a different level of service from Vanguard as compared to Investor Shares. Special client service representatives may be assigned to service Admiral Shares, and holders of such shares may from time to time receive special mailings and unique additional services.
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,
3
and | generally will be permitted to transact with Vanguard through the National | |
Securities | Clearing Corporations FundSERV system and other special servicing | |
platforms | for institutional investors. | |
D. | Institutional Plus Shares | |
Institutional Plus Shares generally will receive a very high level of service | ||
from | Vanguard as compared to any other share classes. Special client service | |
representatives | will be assigned to service Institutional Plus Shares, and most | |
holders | of such shares periodically, but more than the holders of all other shares, | |
will | receive special updates from Vanguards investment staff. Holders of | |
Institutional | Plus Shares may receive unique additional services from Vanguard, | |
and | generally will be permitted to transact with Vanguard through the National | |
Securities | Clearing Corporations FundSERV system and other special servicing | |
platforms | for institutional investors. | |
E. | Institutional Select Shares | |
Institutional Select Shares generally will receive a customized level of | ||
service. | Holders of Institutional Select Shares may receive unique additional | |
services | from Vanguard, and generally will be permitted to transact with | |
Vanguard | through the National Securities Clearing Corporations FundSERV | |
system | and other special servicing platforms for institutional investors. | |
F. | ETF Shares | |
A Fund is expected to maintain only one shareholder of record for ETF | ||
Shares ¾ 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 Vanguards investment staff. | |
G. | Transition Shares | |
The only investors eligible to own Transition Shares are Vanguard funds- | ||
of-funds, | and it is expected that such funds, because of the nature of Transition | |
Shares, | will own the shares only for the brief periods necessary to complete the | |
relevant | portfolio transitions. The level of service provided will be commensurate | |
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 |
4
conduct self-directed conversions from one share class into another share class of the same fund for which they are eligible. Self-directed conversions may be initiated by the shareholder; however, depending upon the particular share class and the complexity of the shareholders accounts, such conversions may require the assistance of a Vanguard representative. Shareholders may convert from one share class into another share class provided that following the conversion the shareholder: (i) meets the then applicable eligibility requirements for the share class into which they are converting; and (ii) receives services consistent with such new share class. Any such conversion will occur at the respective net asset values of the share classes next calculated after Vanguards receipt of the shareholders request in good order.
2. Conversion into ETF Shares. Except as otherwise provided, a shareholder may convert Investor Shares, Admiral Shares, or Institutional Shares into ETF Shares of the same fund (if available), provided that: (i) the share class out of which the shareholder is converting and the ETF Shares declare and distribute dividends on the same schedule; (ii) the shares to be converted are not held through an employee benefit plan; and (iii) following the conversion, the shareholder will hold ETF Shares through a brokerage account. Any such conversion will occur at the respective net asset values of the share classes next calculated after Vanguards receipt of the shareholders request in good order. Vanguard or the Fund may charge an administrative fee to process conversion transactions.
B. | Automatic Conversions | |
1. | Automatic conversion into Admiral Shares. Vanguard may | |
automatically convert Investor Shares into Admiral Shares of the same fund (if available), provided that following the conversion the shareholder: (i) meets the eligibility requirements for Admiral Shares; and (ii) receives services consistent with Admiral Shares. Any such conversion will occur at the respective net asset values of the share classes next calculated after Vanguards conversion without the imposition of any charge. Such | ||
automatic | conversions may occur on a periodic, or one-time basis. | |
Automatic conversions may occur at different times due to the differing mechanisms through which an account is funded or meets the required 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. |
5
1 In accordance with the Agreement and Board approved methodologies, the expenses that would otherwise have been allocated to each Vanguard Fund of Funds are reallocated to the approve share class of the underlying funds in the Fund of Funds portfolio on a pro rata basis based on that Fund of Funds relative net assets invested in the underlying funds share class.
6
(a) Account maintenance expenses. Expenses associated with the maintenance of investor accounts will be proportionately allocated among each Funds share classes based upon a monthly determination of the costs to service each class of shares. Factors considered in this determination are (i) the percentage of total shareholder accounts represented by each class; (ii) the percentage of total account transactions performed by Vanguard for each class; and (iii) the percentage of new accounts opened for each class.
(b) Expenses of special servicing arrangements.
Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Funds share classes primarily based on their percentage of total shareholder accounts receiving the special servicing arrangements.
(c) Literature production and mailing expenses.
Expenses associated with shareholder reports, proxy materials and other literature will be allocated among each Funds share classes based upon the number of such items produced and mailed for each class.
2. Other Class Specific Expenses. Expenses for the primary benefit of a particular share class will be allocated to that share class. Such expenses would include any legal fees attributable to a particular class.
C. | Fund-Wide Expenses | |
1. | Marketing and Distribution Expenses. Each share class will | |
bear marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class. Retail and institutional businesses expenses will be allocated based 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. |
7
2. Asset Management Expenses. Expenses associated with management of a Funds assets (including all advisory, tax preparation and custody fees) will be allocated among the Funds share classes on the basis of their relative net assets.
3. Other Fund Expenses. Any other Fund expenses not described above will be allocated among the share classes on the basis of their relative net assets.
VII. ALLOCATION OF INCOME, GAINS AND LOSSES
Income, gains and losses will be allocated among each Funds share classes on the basis of their relative net assets. As a result of differences in allocated expenses, it is expected that the net income of, and dividends payable to, each class of shares will vary. Dividends and distributions paid to each class of shares will be calculated in the same manner, on the same day and at the same time.
VIII. VOTING AND OTHER RIGHTS
Each share class will have: (i) exclusive voting rights on any matter submitted to shareholders that relates solely to its service or distribution arrangements; and (ii) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of the other class; and (iii) in all other respects the same rights, obligations and privileges as each other, except as described in the Plan.
IX. AMENDMENTS
All material amendments to the Plan must be approved by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of Vanguard.
Original Board Approval: July 21, 2000
Last Approved by Board: December 18, 2015
8
SCHEDULE A to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.
Vanguard Fund | Share Classes Authorized | |
Vanguard Admiral Funds | ||
· | Treasury Money Market Fund | Investor |
· | S&P 500 Value Index Fund | Institutional, ETF |
· | S&P 500 Growth Index Fund | Institutional, ETF |
· | S&P MidCap 400 Index Fund | Institutional, ETF |
· | S&P MidCap 400 Value Index Fund | Institutional, ETF |
· | S&P MidCap 400 Growth Index Fund | Institutional, ETF |
· | S&P SmallCap 600 Index Fund | Institutional, ETF |
· | S&P SmallCap 600 Value Index Fund | Institutional, ETF |
· | S&P SmallCap 600 Growth Index Fund | Institutional, ETF |
Vanguard Bond Index Funds | ||
· | Short-Term Bond Index Fund | Investor, Admiral, Institutional, |
Institutional Plus, ETF | ||
· | Intermediate-Term Bond Index Fund | Investor, Admiral, Institutional, Institutional |
Plus, ETF | ||
· | Long-Term Bond Index Fund | Investor, Institutional, Institutional Plus, |
ETF | ||
· | Total Bond Market Index Fund | Investor, Admiral, Institutional, Institutional |
Plus, Institutional Select, ETF | ||
· | Total Bond Market II Index Fund | Investor, Institutional |
· | Inflation-Protected Securities Fund | Investor, Admiral, Institutional |
Vanguard California Tax-Free Funds | ||
· | 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, |
Institutional Select, ETF |
1
Vanguard Fund | Share Classes Authorized | |
Vanguard Chester Funds | ||
· | PRIMECAP Fund | Investor, Admiral |
· | Target Retirement Income Fund | Investor |
· | Target Retirement 2010 Fund | Investor |
· | Target Retirement 2015 Fund | Investor |
· | Target Retirement 2020 Fund | Investor |
· | Target Retirement 2025 Fund | Investor |
· | Target Retirement 2030 Fund | Investor |
· | Target Retirement 2035 Fund | Investor |
· | Target Retirement 2040 Fund | Investor |
· | Target Retirement 2045 Fund | Investor |
· | Target Retirement 2050 Fund | Investor |
· | Target Retirement 2055 Fund | Investor |
· | Target Retirement 2060 Fund | Investor |
· | 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 |
2
3
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 |
4
5
6
Vanguard Fund
Share Classes Authorized
Vanguard World Fund
Original Board Approval: July 21, 2000 Last Updated: February 25, 2016
Institutional, Institutional Plus, ETF Investor, Institutional Investor, Admiral Institutional, ETF
Institutional, ETF Institutional, ETF Investor, Admiral Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF
7
SCHEDULE B to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Vanguard has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plans eligibility requirements. 2 These policies are reviewed and monitored on an ongoing basis in conjunction with Vanguards Compliance Department.
Investor Shares - Eligibility Requirements
Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000. 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
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:
2
Institutional Select Shares - Eligibility Requirements
Institutional Select Shares generally require a minimum initial investment and ongoing account balance of $3,000,000,000. However, Vanguard also reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Select Share class eligibility also is subject to the following special rules:
3
ETF Shares Eligibility Requirements
The eligibility requirements for ETF Shares will be set forth in the Funds Registration Statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized DTC Participant, as defined in Paragraph III.D of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund, and will be set forth in the
4
relevant prospectus. The value of a Fund's Creation Unit will vary with the net asset value of the Funds ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket of securities with the Fund, rather than paying cash.
Transition Shares Eligibility Requirements
Transition Shares will be offered only to Vanguard funds-of-funds and only by an underlying fund of a Vanguard fund-of-funds (i) that is receiving assets in kind from one or more funds-of-funds and (ii) that will transition those in-kind assets by selling some or all of them and using the proceeds to purchase different assets. There is no minimum investment amount for Transition Shares.
Original Board Approval: July 21, 2000
Last Approved by Board: January 29, 2016
5
Stephens Investment Management Group, LLC |
Code of Ethics |
August 2015 |
III. | Compliance and Reporting Procedures | 13 | ||
A. Preclearance Requirements | 13 | |||
1. | Trade Authorization Request Form | 13 | ||
2. | Review of Proposed Investment | 13 | ||
3. | No Explanation Required for Refusals | 13 | ||
B. | Reporting Requirements | 13 | ||
1. | Initial and Periodic Disclosure of Personal Holdings by Access | |||
Persons | 13 | |||
2. | Transactions and Periodic Statement Reporting Requirements | 14 | ||
3. | Reporting Exemptions | 15 | ||
4. Availability of Reports | 15 | |||
C. | Required Acknowledgements and Certifications | 15 | ||
IV. | Recordkeeping | 15 | ||
V. | Compliance With The Code Of Ethics | 16 | ||
A. Training and Education | 16 | |||
B. | Review of Transactions | 16 | ||
C. | Investigating Violations of the Code | 16 | ||
D. Annual Reports | 16 | |||
VI. | Failure To Comply With The Code Of Ethics | 17 | ||
A. Duty To Report | 17 | |||
B. | Sanctions | 17 | ||
VII. | Further Information | 17 | ||
Appendix I | 18 | |||
Trade Authorization Request | ||||
Appendix II | 19 | |||
Acknowledgement and Certification |
STEPHENS INVESTMENT MANAGEMENT GROUP, LLC
CODE OF ETHICS
STATEMENT OF POLICY
Stephens Investment Management Group, LLC (SIMG) has adopted this Code of Ethics (Code), which sets forth requirements relating to personal trading and defines requirements and expectations for the business conduct of all of its Supervised Persons. The Code is intended as a complement to, and in no way supersedes or replaces other compliance policies and procedures manuals that may be applicable to a particular Supervised Person, including but not limited to the SIMG Compliance Manual, Stephens Inc. Compliance Manual, Stephens Inc. Advisory Code of Ethics, and Stephens Inc. Investment Advisory Policies and Procedures Manual. Furthermore, all Supervised Persons are expected to adhere to the Stephens Mission and Values Statement and Code of Professional Conduct.
The fundamental position of SIMG is that all aspects of its business are to be conducted in an ethical and legal manner in accordance with federal law and the laws of all states where it does business. In accordance with that position, general principles apply:
1. SIMG has a fiduciary relationship with its clients. The interests of our clients always come first.
2. All personal securities transactions should be conducted in such a manner as to be consistent with the Code and to avoid actual or potential conflicts of interest or abuse of a Supervised Persons knowledge of customer information or customer transactions.
3. SIMG personnel should not take inappropriate advantage of their positions. Information concerning the identity of security holdings and financial circumstances of clients is confidential.
Accordingly, there are certain standards of conduct that SIMG Supervised Persons must follow so as not to conflict with the interests of our clients.
This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Supervised Persons from liability for personal trading or other conduct that violates a fiduciary duty to advisory clients.
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I. DEFINITIONS
When used in the Code, the following terms have the meanings set forth below:
Access Person means:
Any uncertainty as to whether an individual is an Access Person should be brought to the attention of the SIMG Compliance Department. Such questions will be resolved in accordance with, and this definition shall be subject to, the definitions of Access Person found in rules promulgated under the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as amended.
Automatic Investment Plan means: a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
Beneficial Ownership means: any direct or indirect pecuniary interest in a security, which includes the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. (Note: An individual is presumed to be a beneficial owner of securities that are held by immediate family members sharing the individuals household.)
Investment Personnel and Investment Person means:
Manager means:
any person appointed and serving on the Board of Managers of SIMG.
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Portfolio Manager means: any person who has or shares principal direct day-to-day responsibility for managing the portfolios or investments of SIMG advisory client(s), account(s), or fund(s).
Preclearance Officer means: the persons designated as a Preclearance Officer, or such persons designee.
Reportable Fund means: any registered investment company for which SIMG (or an affiliate) serves as investment adviser, sub-adviser or principal underwriter. (For these purposes, Hotchkis and Wiley Capital Management, LLC (H&W) is considered an affiliate.)
Reportable Security means: a security as defined in section 202(a)(18) of the Investment Advisers Act of 1940, except that it does not include:
Supervised Person(s) means:
II. STANDARDS OF CONDUCT
All Access and Supervised Persons must comply with applicable federal and state securities law.
Under these laws, it is unlawful for Access and Supervised Persons:
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In the above statements of legal principles and the following specific examples, the terms "client" and "client account" include potential clients and client accounts in addition to existing clients and client accounts. Access and Supervised Persons should take care to follow these requirements in any conversation or written correspondence with any clients or potential clients.
A. Your Responsibilities
As an Access or Supervised Person, you are responsible for:
B. Conflicts of Interest
To ensure full compliance with securities rules and regulations, as well as to maintain the confidence of our clients, conflicts of interest should be avoided or managed. A conflict of interest generally is a situation where your private, personal or outside interests or the interests of SIMG interfere with your duties and responsibilities to a client(s) of SIMG or raise a reasonable question of such interference.
1. Conflicts Among Client Interests . Conflicts of interest may arise where the interest of one client is favored over another client (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts of close friends or relatives of SIMG). You should not favor one client over another client.
2. Conflicts with SIMG Interests . Conflicts of interest may arise where the interest of SIMG (or its affiliates) may be adverse to the interests of the client (e.g., selling the stock of an issuer in which an SIMG affiliate has an ownership interest). Client interests should not be placed behind the interests of the firm (or those of its affiliates).
3. Competing with Client Trades . You should not use knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly.
C. Inside Information and Insider Trading
You must not reveal any material non-public information (also called inside information) about a company to any person who would be likely to trade on such information, and you may not use this information in buying or selling (whether for your own account or for a clients), or in recommending to others to buy or sell, any security of such company.
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Information is material if there is the likelihood that a reasonable investor would consider it important in deciding whether to buy, sell, or hold the security. Information is non-public if it has not been disclosed to the public. This includes not only information related to issuers but also to SIMGs securities recommendations and client securities holdings and transactions.
If at any time you believe that you have come into possession of material non-public information, notify the Chief Compliance Officer so that appropriate security measures can be implemented. Do not discuss the non-public information except as required by this policy .
In addition to, and in conjunction with, the requirements set forth herein, all Access and Supervised Persons should read, understand and follow the provisions of Chapter 1 of the Stephens Inc. (Stephens) Compliance Manual (The Handling of Sensitive Information). It sets forth in detail obligations related to inside information and insider trading to which all such persons are subject.
Stephens and SIMG follow various procedures designed to deter potential insider trading, including among other things, maintaining and publishing lists of securities that may not be purchased or sold at a particular time. The two primary restricted lists affecting SIMG are the Compliance Restriction List and the Research Restriction List. Each of these lists is prepared and maintained by Stephens in connection with its investment banking and/or broker-dealer activities. *
With respect to the Compliance Restriction List :
SIMG and Access and Supervised Persons may not trade in the securities on this list for any account (affiliated or otherwise). Trading may take place after the security is removed from the list as long as there are no other restrictions.
* Stephens maintains a Research Restriction list, pursuant to which Stephens restricts employee personal trading in securities for a period of two business days following (a) the publication of an initial research report by the Stephens Research Department on such securities or (b) the publication by the Stephens Research Department of a research report changing the rating of such securities. During the restricted period, employees and their related accounts are prohibited from trading in such securities in accordance with the newly published research rating but are permitted to trade against the newly published research rating. Customer accounts other than employee-related accounts are not restricted as to their trading activity in such securities.
Stephens maintains a Compliance Restriction list to address situations in which it could be inappropriate for Stephens or its employees to engage in normal brokerage activities with respect to certain securities. Employees are not permitted (a) to trade securities included on the Compliance Restriction list for their own accounts or for employee-related accounts or (b) to effect trades in such securities on a discretionary basis in customer accounts or (c) to solicit customer accounts to trade in such securities. However, employees are permitted to execute unsolicited trades in such securities for customer accounts other than employee-related accounts. The Compliance Restriction list is used primarily to satisfy the firms obligations under Reg M in connection with securities offerings and to protect the firm against trading or making solicitations based upon inside information that may have become known within the firm without the protections of the firms Chinese Wall procedures.
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With respect to the Research Restriction list :
SIMG and Access and Supervised Persons may not trade in any security on this list for any employee, officer or related party account if the trade is consistent with the research recommendation for the security; if the trade for any such account is against the research recommendation, SIMG and/or any Access and Supervised Person may trade in the security. SIMG may trade in securities on this list for other client accounts.
D. Personal Transactions
All personal securities transactions of Access and Supervised Persons should:
While the complete scope of transactions that might be detrimental or potentially detrimental to a clients account cannot be defined, the following are examples of situations that should be avoided:
If you have any question about the application of any of these conduct principles to a particular fact pattern, you should speak to your supervisor or the SIMG Chief Compliance Officer.
1. Prohibited Securities Transactions . The following securities transactions are prohibited and will not be authorized under any circumstances:
a. Inside Information . Any transaction in a security by an individual who possesses material nonpublic information regarding the security or the issuer of the security.
b. Market Manipulation . Transactions intended to raise, lower, or maintain the price of any security or to create a false appearance of active trading.
c. Others . Any other transaction deemed by the Preclearance Officer to involve a conflict of interest, possible diversions of corporate opportunity, or an appearance of impropriety.
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2. | General Trading Restrictions. |
As noted above in the Statement of Policy, the requirements set forth below do not supersede or replace any policy or procedure applicable to Stephens Inc. employees.
a. Accounts . All Access and Supervised Persons must arrange for copies of their statements for any account in which they hold Reportable Securities (including 401(k) plans) to be provided to the Compliance Department. (With respect to brokerage accounts maintained at Stephens, this happens automatically.) This includes all confirmations received for each executed trade. (Any position in a mutual fund advised or sub-advised by SIMG, Stephens or H&W must be held in a Stephens brokerage account except for shares held through a 401(k) plan.) b. Accounts Include the Accounts of Certain Family Members and Other Accounts . Accounts of Access and Supervised Persons include any account holding any Reportable Security in which such person has Beneficial Ownership.
c. Preclearance. Investment Persons must obtain approval from the Preclearance Officer or preclearance delegatee prior to entering into any securities transaction (with the exception of exempted securities listed below and shares of Reportable Funds) in any account. Approval of a transaction, once given, is effective for that business day only. Any transaction not completed within that time period will require reapproval by the Preclearance Officer or preclearance delegatee prior to execution. Notwithstanding the foregoing, any purchase or sale transaction that does not exceed $15,000 and involves the common stock of an issuer that has a market capitalization in excess of $20 billion at the time of the transaction does not require preclearance approval. Investment Persons may not effect separate transactions in the same security in reliance on this exception as a means of avoiding the preclearance requirement.
d. Restrictions on Transactions . No Investment Person may purchase or sell any security which at the time is being purchased or sold, or to the Investment Persons knowledge is being considered for purchase or sale, by any account managed by SIMG.
e. Restrictions on Related Securities . The restrictions and procedures applicable to the transactions in securities set forth in this Code of Ethics shall similarly apply to securities that are issued by the same issuer and whose value or return is related, in whole or in part, to the value or return of a security purchased or sold or being contemplated for purchase or sale during the relevant period by a client account. For example, options or warrants to purchase common stock, and convertible debt and convertible preferred stock of a particular issuer would be considered related to the underlying common stock of that issuer for purposes of this policy. In sum, the related security would be treated as if it were the underlying security for the purpose of the pre-clearance procedures described herein.
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f. Limited Offerings and Private Placements . Any purchase or sale of limited offerings and private placement securities (including all private equity partnerships, hedge funds, limited partnership or venture capital funds) by any Access or Supervised Person must be precleared with an SIMG Preclearance Officer prior to the transaction.
If, after receiving the required approval, an Access or Supervised Person has any material role in the subsequent consideration by any advised fund/separate account of an investment in the same or affiliated issuer, the person must disclose his or her interest in the private placement investment to the SIMG Chief Compliance Officer (CCO) and the employees manager. The decision to purchase securities of the issuer by a fund/separate account must be independently reviewed and authorized by such persons manager.
g. Initial Public Offerings . No Access or Supervised Person shall acquire any security in an initial public offering.
h. Blackout Periods . Investment Personnel may not buy or sell a security within 7 calendar days either before or after a purchase or sale of the same or related security by a fund or other advised account. For example, if a fund trades a security on day 0, day 8 is the first day the Investment Person may trade the security for his or her own account. Personal trades for Investment Persons, however, shall have no effect on the funds or separate accounts ability to trade. Investment Persons should expect that they will be required by SIMG to disgorge any profits from any trade effected in violation of the blackout period.
i. Short-Term Trading. As a general policy matter, SIMG discourages short term trading by its Investment Persons and senior officers (i.e., President, Chief Operating Officer, Chief Investment Officer, Secretary and Chief Compliance Officer). Accordingly, no Investment Person or senior officer may purchase and subsequently sell (or sell and purchase) the same security within any 60-day period, unless such transaction is approved in advance in writing by the Preclearance Officer or preclearance delegatee. In reviewing any such proposed transaction, the Preclearance Officer (or delegatee) shall consider the totality of the circumstances, including whether the trade would involve a breach of any fiduciary duty, whether it would otherwise be inconsistent with applicable laws and/or SIMGs policies and procedures, whether the trade would create an appearance of impropriety and whether there is any unexpected circumstance that suggests not approving that the trade would result in a hardship on the requesting party. Based on his/her consideration of these issues, the Preclearance Officer (or delegatee) shall have the sole authority to grant or deny permission to execute the trade. Note: Proposed trades that appear to have been designed to result in short-term trading profits are not likely to be approved.
3. Exempted Transactions/Securities . SIMG has determined that the following securities transactions do not present the opportunity for improper trading activities that Rule 17j-1 is designed to prevent; therefore, the restrictions set forth in Section 2 of this Code (including preclearance, prohibition on short-term trading and blackout periods) shall not apply.
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a. | Purchases or sales of securities that are not Reportable Securities. |
b. | Employer stock purchased and sold through employer-sponsored benefit plans in |
which the spouse of an Investment Person may participate (e.g., employee stock purchase plans or 401(k) plans) and sales of employer stock (or the exercise of stock options) that is received as compensation by an Investment Persons spouse.
c. Purchases or sales which are non-volitional on the part of the Investment Person (e.g., an in-the-money option that is automatically exercised by a broker; a security that is called away as a result of an exercise of an option; or a security that is sold by a broker, without Investment Person consultation, to meet a margin call not met by the Investment Person).
d. Purchases which are made by reinvesting cash dividends pursuant to an automatic dividend reinvestment plan.
e. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer.
f. Purchases or sales of commodities, futures (including currency futures and futures on broad-based indices), options on futures and options on broad-based indices.
g. | Exchange-traded-funds and options on exchange traded funds. |
h. | The receipt of a bona fide gift of securities. (Donations of securities by Investment Persons, however, require preclearance.) |
4. | The Chief Compliance Officer at his/her discretion can approve exceptions to the restrictions listed in paragraph D.2. above in appropriate situations. |
NOTE: The reporting requirements listed in Section III of this Code do apply to certain of the securities and transaction types set forth in paragraphs b-i of this section.
E. Gifts and Entertainment
The following provisions on gifts apply to all Supervised Persons.
1. General Statement. A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the firm and its clients. The overriding principle is that you should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence or appear to influence your decision-making or make you feel beholden to a person or firm. Similarly, you should not offer gifts,
SIMG Code of Ethics August 2015
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favors, entertainment or other things of value that could be viewed as overly generous or aimed at or appear to be aimed at influencing decision-making or could be viewed as making or appear to be making a client feel beholden to the firm or you. In addition to the provisions set forth herein related to Gifts and Entertainment, Supervised Persons must comply with the provisions of the Stephens Compliance Manual related to Gifts and Gratuities (currently found in Section 3.05).
2. Accepting Gifts. On occasion, because of their position, Supervised Persons may be offered, or may receive without notice, gifts from clients, brokers, vendors or other persons. Acceptance of extraordinary or extravagant gifts is not permissible. Any such gifts must be declined or returned in order to protect the reputation and integrity of SIMG. Gifts of a nominal value (i.e., gifts whose reasonable value is no more than $100 a year), and customary business meals, entertainment (e.g., sporting events), and promotional items (e.g., pens, mugs, T-shirts) may be accepted.
If a Supervised Person receives any gift that might be prohibited under this Code, the Supervised Person must immediately inform the SIMG Chief Compliance Officer.
5. | Solicitation of Gifts. Supervised Persons may not solicit gifts or gratuities. |
4. | Giving Gifts. Supervised Persons may not give gifts with an aggregate value in excess of |
$100 per year to persons associated with securities or financial organizations, including exchanges, other member organizations, commodity firms, news media, or clients of the firm.
5. Cash. Supervised Persons may not 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 the firm.
6. Entertainment. Supervised Persons may not provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of SIMG. Supervised Persons may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present.
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F. Political Contributions
No SIMG employee may make a political contribution for the purpose of obtaining or retaining investment advisory business with government entities. SIMGs current or anticipated business relationships should not be a consideration for you in your decision to make any political or charitable contribution. SEC Rule 206(4)-5 restricts many political contributions by investment advisers and their employees, and all SIMG employees must comply with SIMGs Pay-to-Play procedures which are an attachment to SIMGs Compliance Manual. Further, all Supervised Persons must comply with all relevant provisions of Stephens Policies and Procedures Regarding Political Contributions as provided in the Stephens Compliance Manual. SIMG and Stephens procedures require that SIMG employees must seek pre-approval for any political contributions they wish to make, or political fund-raising and volunteer activities in which they wish to participate.
G. Confidentiality
Access Persons and Supervised Persons are prohibited from revealing information relating to the investment intentions, activities or portfolios of any advisory client, except to persons whose responsibilities require knowledge of the information to provide investment account services. Information concerning portfolio holdings may only be disclosed in accordance with the SIMG portfolio holdings disclosure policies. Confidential information that is not public is considered to be proprietary to SIMG and/or Stephens. This includes information about SIMG and Stephens, and their respective clients, potential clients, business, policies, procedures, practices and employees. The privacy of records and other information regarding clients, potential clients, and employees must be maintained.
Proprietary information may not be used for personal advantage or revealed to anyone outside the company without legal due process or as required by law; any outside requests for such information must be approved by the Stephens and SIMG Compliance Departments.
If your employment with SIMG is terminated, you may not keep any originals or copies of any information (notes, proposals, statements, etc.) belonging to the company, or use any confidential or proprietary information for your own or anothers gain.
These confidentiality provisions apply both during the term of your employment with SIMG and/or Stephens and following the termination of your employment with SIMG and/or Stephens.
As noted above in Section II.C., all Access and Supervised Persons are subject to the provisions of Chapter 1 of the Stephens Compliance Manual (The Handling of Sensitive Information).
H. Service as a Director
No Supervised Person may serve on the board of directors of a publicly-held company absent prior written authorization by the Chief Operating Officer of Stephens. This authorization will rarely, if
SIMG Code of Ethics August 2015
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ever, be granted and, if granted, will normally require that the individual be isolated, through a Chinese Wall or other procedures, from those making investment decisions related to the issuer on whose board the individual sits.
Every Supervised Person of SIMG is required to disclose the holding of any outside directorates or offices in other companies, including public companies, at the time of employment. After that time, if you wish to hold any outside directorates or offices in other companies, including public companies, you must make a written request and obtain prior written approval from your departmental supervisor and from the Chief Operating Officer of Stephens, with copies to the Stephens and SIMG Compliance Departments.
Any Supervised Person who is a director of a publicly held company may not participate in any investment decisions regarding such company.
I. Outside Business Activities
Supervised Persons must comply with Section 3.06 of the Stephens Compliance Manual with regard to outside business activities.
J. Outside Employment
Before pursuing any outside employment, a Supervised Person must make a written request and obtain prior written approval from his or her departmental supervisor and the Chief Operating Officer of Stephens, with copies to the Human Resources Department and SIMG Compliance Department.
K. Undue Influence
Supervised Persons may not cause or attempt to cause SIMG to purchase, sell or hold any security in a manner calculated to create any personal benefit to the Supervised Person. If a Supervised Person stands to benefit materially from an investment decision for a client and the Supervised Person is making or participating in the investment decision, the Supervised Person must disclose the potential benefit to the SIMG Chief Compliance Officer prior to acting.
L. Proxy Voting
It is the policy of SIMG to vote all proxies on securities held in advisory accounts over which SIMG has voting authority in the best economic interests of its clients in accordance with SIMGs Proxy Voting Policies and Procedures. Supervised Persons involved in the proxy voting determination process should not be influenced by the interest of SIMG or Stephens Inc. (or its affiliates) in connection with any such determination.
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III. | COMPLIANCE AND REPORTING PROCEDURES | ||
A. | Preclearance Requirements | ||
1. | Trade Authorization Request Form . | ||
(a) | Investment Persons. Prior to directly or indirectly acquiring or disposing of Beneficial | ||
Ownership | in any security (except those described in Section II.D.3. of this Code, shares of any |
Reportable Fund and securities excepted from the preclearance approval requirement in Section II.D.2.), an Investment Person must complete a Trade Authorization Request form (Appendix I) and submit the completed form to a Preclearance Officer. The form requires certain information and certain representations.
(b) Access and Supervised Persons. Prior to directly or indirectly acquiring Beneficial Ownership in any privately placed security, an Access or Supervised Person must complete a Trade Authorization Request form (Appendix I) and submit the completed form to a Preclearance Officer. The form requires certain information and certain representations. Proposed securities transactions of a Preclearance Officer that require preclearance must be submitted to another Preclearance Officer.
2. Review of Proposed Investment . After receiving a completed Trade Authorization Request form, a Preclearance Officer will (a) review the information set forth in the form, (b) review information regarding past, pending, and contemplated transactions by any relevant advisory account(s), as necessary, and (c) as soon as reasonably practicable, determine whether to authorize the proposed securities transactions. The granting of authorization, and the date and time that authorization was granted must be reflected on the form. The Preclearance Officer should keep one copy of the completed form for the Compliance Department and provide one copy to the person seeking authorization . Authorization, if granted, is good for the day of grant only.
No order for a securities transaction for which preclearance authorization is required may be placed prior to the receipt of written authorization of the transaction by a Preclearance Officer. Verbal approvals are not permitted.
3. No Explanation Required for Refusals. In some cases, a Preclearance Officer may refuse to authorize a securities transaction for a reason that is confidential. Preclearance Officers are not required to give an explanation for refusing to authorize any securities transactions.
B. | Reporting Requirements |
1. Initial and Periodic Disclosure of Personal Holdings by Access Persons. Before the close of | |
business | on the tenth (10 th ) day after being designated as an Access Person and on an annual basis |
thereafter, an Access Person must disclose to the SIMG Compliance Department all Reportable Securities in which such Access Person has a Beneficial Ownership. (See the Acknowledgement and Certification (Appendix II)). The report of securities holdings must include (i) the title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if
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applicable) of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership; (ii) the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Persons direct or indirect benefit; and (iii) the date the report is submitted. The information supplied must be current as of a date no more than 45 days before the annual report is submitted. For new Access Persons, the information must be current as of the date the person became an Access Person. (Note: With respect to accounts maintained at Stephens coded as accounts in which the Access Person has Beneficial Ownership, no separate reporting is required.)
2. Transactions and Periodic Statement Reporting Requirements . Each Access Person must arrange for the Stephens Compliance Department to receive from any broker, dealer or bank that maintains a securities account in which such person has a Beneficial Ownership copies of each confirmation and periodic statement (monthly or quarterly) pertaining to the account no later than 30 days after the end of each calendar quarter. (Note: With respect to accounts maintained at Stephens coded as accounts in which the Access Person has Beneficial Ownership, no separate reporting is required.) In addition, each Access Person must arrange for the Stephens Inc. Compliance Department to receive from any 401(k) or other retirement plan recordkeeper that maintains an account holding any Reportable Security in which such person has a Beneficial Ownership (e.g., an employees 401(k) account that holds shares of an SIMG or H&W advised mutual fund; a 401(k) account in a former employers plan that holds company stock; a spouses 401(k) plan that holds company stock) copies of each account statement pertaining to such account no later than 30 days after the end of each calendar quarter. If, in any case, delivery directly from any such broker, dealer, bank or 401(k) or other retirement plan recordkeeper to the Stephens Compliance Department is not possible, then the Access Person himself/herself must deliver any such confirmations or statements to the Stephens Compliance Department directly within the same time period. The following information must be provided:
Stephens Inc. requires all employees of Stephens and SIMG to maintain their brokerage accounts, and the accounts of certain closely related parties (e.g., accounts of spouses and dependent children and accounts for which the employee serves as trustee) at Stephens, unless the employees Department Head and the Stephens Chief Operating Officer have granted written approval. Such approval will be
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granted only in limited instances, based on whether adherence to the policy would be unreasonable in the circumstances.
3. | Reporting Exemptions . You need not report: | |
a. | securities transactions in accounts over which the Access Person has no direct or | |
indirect influence or control; | ||
b. | transactions effected pursuant to an automatic investment plan such as a dividend | |
reinvestment plan; | ||
4. | Availability of Reports. All information supplied pursuant to this Code may be made |
available for inspection to the management of SIMG and/or Stephens and their respective legal and compliance personnel.
C. Required Acknowledgement and Certification
SIMG shall provide a copy of the Code (including any amendments thereto) to Access Persons and Supervised Persons. Access Persons and Supervised Persons must, among other things, annually acknowledge receipt of the Code and certify that they have read, understood, and complied with the Code. (See attached Appendix II.) Access Persons may be required to certify quarterly as to the activity (or lack thereof) in their securities accounts.
IV. RECORDKEEPING
SIMG will maintain the following records in a readily accessible place:
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|
Any decisions that grant any Supervised Person or Access Person a waiver from or exception to the Code. | |
V. | COMPLIANCE WITH THE CODE OF ETHICS | |
A. | Training and Education |
Training will occur periodically on this Code. All Access and Supervised Persons are required to attend any applicable training sessions and/or read any applicable material.
B. Review of Transactions
The Compliance Department will review securities transactions for compliance with this Code. Particular attention will be paid to transactions in securities traded in client portfolios when such personal transactions occur within close proximity of any transaction in the same security in a client account. Securities transactions for the Chief Compliance Officer will be reviewed by SIMGs Compliance Analyst for compliance with this Code.
C. Investigating Violations of the Code
The SIMG Chief Compliance Officer is responsible for investigating any suspected violation of the Code and shall report the results of each investigation to SIMG management and in appropriate circumstances to Legal Counsel.
D. Annual Reports
The SIMG Chief Compliance Officer will review the Code at least once a year to assess the adequacy of the Code and the effectiveness of its implementation, in light of legal and business developments and experience in implementing the Code, and will report his/her findings to SIMG management. The report will include:
1. A summary of existing procedures concerning personal investing and any changes in the procedures made during the past year;
2. | Identification of any violation requiring significant remedial action during the past year; and |
3. | Identification of any recommended changes based on his/or experience under the Code, |
evolving industry practices, or developments in applicable laws or regulations.
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VI. | FAILURE TO COMPLY WITH THE CODE OF ETHICS |
A. | Duty To Report |
Supervised Persons must report violations, including apparent or suspected violations of the SIMG Code of Ethics, promptly to the SIMG Chief Compliance Officer. Such reports, which may be submitted anonymously, will be treated confidentially to the extent permitted by law and investigated promptly and appropriately.
B. Sanctions
Any violation of this Code of Ethics or applicable rules and regulations shall result in sanctions which may include, but are not limited to, fines, suspension from employment, a letter of censure, restitution to any client account of an amount equal to the advantage gained by reason of such violation, and/or termination.
VII. FURTHER INFORMATION
If at any time you have any questions regarding the policies, procedures or requirements of this Code of Ethics, please discuss them with your manager, the SIMG Chief Compliance Officer or Stephens Ethics Officer.
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Appendix I
TRADE AUTHORIZATION REQUEST
1. | Name of Person: |
2. | Account Title: |
3. | Firm and Account Number: |
4. | Name of Security: |
5. | Maximum number of shares or units to be purchased or sold or amount of bond: |
6. | Approximate dollar value of transaction: |
7. Check applicable boxes:
Purchase
Sale
In connection with the foregoing transaction, I hereby make the following representations:
I do not possess any material nonpublic information regarding the Security or the issuer of the Security.
I am not aware that any SIMG advisory account has an open order to buy or sell the Security or a Related Security or that any SIMG portfolio manager is contemplating making a trade in the Security or a Related Security.
By entering this order, I am not using knowledge of any open, executed, or pending transaction by SIMG, Stephens or any client account to profit by the market effect of such transaction.
I believe that the proposed trade fully complies with the requirements of the SIMG Code of Ethics.
* | ||
Signature | Date | Time |
* This document may be submitted electronically by email or via facsimile. By typing your name on the signature line you represent, by electronic signature, your understanding and agreement to the representations contained on this form.
TRADE AUTHORIZATION OR DENIAL
(to be completed by Preclearance Officer)
Name of Preclearance Officer | Date | Time | |
* | Approved | Denied | |
Signature of Preclearance Officer | |||
Preclearance Officers: | |||
David Prince | Laura Neve | ||
Phone: 2151 | Phone: 2203 | ||
Fax: 377-2677 | Fax: | 377-2327 | |
Email: david.prince@stephens.com | Email: | laura.neve@stephens.com | |
SIMG Code of Ethics August 2015 |
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Appendix II
Acknowledgement and Certification
applicable time frame.
____________________________________________________________ Name
____________________________________________________________ Signature
_____________________________________
Date
SIMG Code of Ethics August 2015
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WELLINGTON MANAGEMENT
Code of Ethics
A MESSAGE FROM OUR CEO
Our business is built on a foundation of trust --- - the trust of our clients, earned over many years. It is our most valuable asset, and if lost, it cannot easily be regained. There are examples across our industry of companies that have lost sight of this lesson, and they serve as strong reminders that our business requires a mindset of eternal vigilance.
Each and every one of us has a role to play in sustaining our clients trust. We must test every decision we make, no matter how small, against our fiduciary obligations and our high ethical standards. If there is the slightest doubt about whether a decision is in the best interests of our clients, then bring it to someones attention --- - your manager, the Legal and Compliance team, or any of my direct reports. But dont just let it go. This is what it means to be a fiduciary: complete dedication to conscientious stewardship of client assets.
To support this mandate, our Code of Ethics sets out standards for our personal conduct, including personal investing, acceptance of gifts and entertainment, outside activities, and client confidentiality. Please take the time to read the Code, familiarize yourself with the rules, and determine what you need to do to comply with them. Remember, too, that while our Code of Ethics is reviewed and updated regularly, no set of rules can address every possible circumstance. And so I ask you to remain vigilant, exercise good judgment, ask for help when you need it, consider not just the letter but the spirit of the laws that govern our industry, and do your part to safeguard our clients trust.
Sincerely,
Brendan J. Swords
President and Chief Executive Officer
The reputation of a thousand years may be determined by the conduct of one hour.
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Code of Ethics | |
Contents | |
Standards of conduct | 1 |
Who is subject to the Code of Ethics? | 1 |
Personal investing | 2 |
Which types of investments and related activities | |
are prohibited? | 2 |
Which investment accounts must be reported? | 3 |
Accounts not requiring reporting | 4 |
What are the reporting responsibilities for all personnel? | 5 |
What are the preclearance responsibilities for all personnel? | 6 |
Requests for exceptions to preclearance denial, | |
other trading restrictions, and certain reporting requirements | 7 |
What are the additional personal trading requirements | |
for investment professionals? | 8 |
Gifts and entertainment | 9 |
Outside activities | 10 |
Client confidentiality | 10 |
How we enforce our Code of Ethics | 11 |
Closing | 11 |
Before You Get Started: Accessing the Code of Ethics System
The Code of Ethics System is accessible through the Intranet under Applications or direct access: https://wellmanage.ptaconnect.com/pta/pages/logon.jsp.
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Code of Ethics
STANDARDS OF CONDUCT
Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct below is prohibited, regardless of whether it meets the technical rules found elsewhere in the Code of Ethics.
1) | We act as fiduciaries to our clients. Each of us must put our clients interests above our own and must not take advantage of our management of clients assets for our own benefit. Our firms policies and procedures implement these principles with respect to our conduct of the firms business. This Code of Ethics implements the same principles with respect to our personal conduct. The procedures set forth in the Code govern specific transactions, but each of us must be mindful at all times that our behavior, including our personal investing activity, must meet our fiduciary obligations to our clients. |
2) | We act with integrity and in accordance with both the letter and the spirit of the law. Our business is highly regulated, and we are committed as a firm to compliance with those regulations. Each of us must also recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties. They include laws and regulations that apply specifically to investment advisors, as well as more broadly applicable laws ranging from the prohibition against trading on material nonpublic information and other forms of market abuse to anticorruption statutes such as the US Foreign Corrupt Practices Act and the Council of Europes Criminal Law Convention on Corruption. The firm provides training on their requirements. Each of us must take advantage of these resources to ensure that our own conduct complies with the law. |
WHO IS SUBJECT TO THE CODE OF ETHICS?
Our Code of Ethics applies to all employees of Wellington Management, and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co-ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by our Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information.
All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.
Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment.
If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.
General questions regarding our Code of Ethics may be directed to the Code of Ethics Team via email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).
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PERSONAL INVESTING
As fiduciaries, each of us must avoid taking personal advantage of our knowledge of investment activity in client accounts. Although our Code of Ethics sets out a number of specific restrictions on personal investing designed to reflect this principle, no set of rules can anticipate every situation. Each of us must adhere to the spirit, and not just the letter, of our Code in meeting this fiduciary obligation to our clients.
WHICH TYPES OF INVESTMENTS AND RELATED ACTIVITIES ARE PROHIBITED?
Our Code of Ethics prohibits the following personal investments and investment-related activities:
|
Purchasing or selling the following: | |
|
Initial public offerings (IPOs) of any securities | |
|
Securities of an issuer being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled | |
|
Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation | |
|
Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting | |
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Securities that are the subject of a firmwide restriction | |
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Single-stock futures | |
|
Options with an expiration date that is within 60 calendar days of the transaction date | |
|
HOLDRS (HOLding Company Depositary ReceiptS) | |
|
Securities of broker/dealers (or their affiliates) that the firm has approved for execution of client trades | |
|
Securities of any securities market or exchange on which the firm trades on behalf of clients | |
|
Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.5% of the total shares | |
|
of the issuer | |
|
Taking a profit from any trading activity within a 60 calendar day window (see box for more detail) | |
|
Using a derivative instrument to circumvent a restriction in the Code of Ethics |
Short-Term Trading
You are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent securities within 60 calendar days. For example, if you buy shares of stock (or options on such shares) and then sell those shares within 60 days at a profit, an exception will be identified and any gain from the transactions must be surrendered. Gains are calculated based on a last in, first out (LIFO) method for purposes of this restriction. This short-term trading rule does not apply to securities exempt from the Codes preclearance requirements.
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Code of Ethics
WHICH INVESTMENT ACCOUNTS MUST BE REPORTED?
You are required to report any investment account over which you exercise investment discretion or from which any of the following individuals enjoy economic benefits: (i) your spouse, domestic partner, or minor children, and (ii) any other dependents living in your household, AND that holds or is capable of holding any of the following covered investments:
Please see Appendix A for a detailed summary of reporting requirements by security type.
Web Resource: Wellington-Managed Fund List
An up-to-date list of funds managed by Wellington Management is available through the Code of Ethics System under Documents. Please note that any transactions in Wellington-Managed funds must comply with the funds' rules on short-term trading of fund shares.
For purposes of the Code of Ethics, these investment accounts are referred to as reportable accounts. Examples of common account types include brokerage accounts, retirement accounts, employee stock compensation plans, and transfer agent accounts. Reportable accounts also include those from which you or an immediate family member may benefit indirectly, such as a family trust or family partnership, and accounts in which you have a joint ownership interest, such as a joint brokerage account.
Please contact the Code of Ethics Team for guidance if you hold any securities in physical certificate form.
Still Not Sure? Contact Us
If you are not sure if a particular account is required to be reported, contact the Code of Ethics Team by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).
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Code of Ethics
Accounts Not Requiring Reporting
You do not need to report the following accounts via the Code of Ethics System since the administrator will provide the Code of Ethics Team with access to relevant holdings and transaction information:
Although these accounts do not need to be reported, your investment activities in these accounts must comply with the standards of conduct embodied in our Code of Ethics.
Managed Account Exemptions
An account from which you or immediate family members could benefit financially, but over which neither you nor they have any investment discretion or influence (a managed account), may be exempted from the Code of Ethics personal investing requirements upon written request and approval. An example of a managed account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to their execution. To request a managed account exemption, you must complete a Managed Account Letter (available online via the Code of Ethics System) and return it the Code of Ethics Team.
Web Resource: Managed Account Letter
To request a managed account exemption, complete the Managed Account Letter available through the Code of Ethics System under Documents.
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Code of Ethics
WHAT ARE THE REPORTING RESPONSIBILITIES FOR ALL PERSONNEL?
Initial and Annual Holdings Reports
You must disclose all reportable accounts and all covered investments you hold within 10 calendar days after you begin employment at or association with Wellington Management. You will be required to review and update your holdings and securities account information annually thereafter.
For initial holdings reports, holdings information must be current as of a date no more than 45 days prior to the date you became covered by the Code of Ethics. Please note that you cannot make personal trades until you have filed an initial holdings report via the Code of Ethics System on the Intranet.
For subsequent annual reports, holdings information must be current as of a date no more than 45 days prior to the date the report is submitted. Please note that your annual holdings report must account for both volitional and non-volitional transactions.
At the time you file your initial and annual reports, you will be asked to confirm that you have read and understood the Code of Ethics and any amendments.
Non-volitional transactions include:
Duplicate Statements and Trade Confirmations
For each of your reportable accounts, you are required to provide duplicate statements and duplicate trade confirmations to Wellington Management. To arrange for the delivery of duplicate statements and trade confirmations, please contact the Code of Ethics Team for the appropriate form. Return the completed form to the Code of Ethics Team, which will submit it to the brokerage firm on your behalf. If the brokerage firm or other firm from which you currently receive statements is not able to send statements and confirmations directly to Wellington Management, you will be required to submit copies promptly after you receive them, unless you receive an exemption from this requirement under the procedures outlined on page 9.
Web Resource: How to File Reports on the Code of Ethics System
Required reports must be filed electronically via the Code of Ethics System. Please see the Code of Ethics Systems homepage for more details.
Quarterly Transactions Reports
You must submit a quarterly transaction report no later than 30 calendar days after quarter-end via the Code of Ethics System on the Intranet, even if you did not make any personal trades during that quarter. In the reports, you must either confirm that you did not make any personal trades (except for those resulting from non-volitional events) or provide information regarding all volitional transactions in covered investments.
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Code of Ethics
WHAT ARE THE PRECLEARANCE RESPONSIBILITIES FOR ALL PERSONNEL?
Preclearance of Publicly Traded Securities
You must receive clearance before buying or selling stocks, bonds, options, and most other publicly traded securities in any reportable account. A full list of the categories of publicly traded securities requiring preclearance, and of certain exceptions to this requirement, is included in Appendix A. Transactions in accounts that are not reportable accounts do not require preclearance or reporting.
Preclearance requests must be submitted online via the Code of Ethics System, which is accessible through the Intranet. If clearance is granted, the approval will be effective for a period of 24 hours. If you preclear a transaction and then place a limit order with your broker, that limit order must either be executed or expire at the end of the 24-hour period. If you want to execute the order after the 24-hour period expires, you must resubmit your preclearance request.
If you have questions regarding the preclearance requirements, please refer to the FAQs available on the Code of Ethics System or contact the Code of Ethics Team.
Please note that preclearance approval does not alter your responsibility to ensure that each personal securities transaction complies with the general standards of conduct, the reporting requirements, the restrictions on short-term trading, or the special rules for investment professionals set out in our Code of Ethics.
Web Resource: How to File a Preclearance Request
Preclearance must be obtained using the Code of Ethics System. Once the necessary information is submitted, your preclearance request will be approved or denied within seconds.
Caution on Short Sales, Margin Transactions, and Options
You may engage in short sales and margin transactions and may purchase or sell options provided you receive preclearance and meet all other applicable requirements under our Code of Ethics (including the additional rules for investment professionals described on page 8). Please note, however, that these types of transactions can have unintended consequences. For example, any sale by your broker to cover a margin call or to buy in a short position will be in violation of the Code unless precleared. Likewise, any volitional sale of securities acquired at the expiration of a long call option will be in violation of the Code unless precleared. You are responsible for ensuring any subsequent volitional actions relating to these types of transactions meet the requirements of the Code.
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Code of Ethics
Preclearance of Private Placement Securities
You cannot invest in securities offered to potential investors in a private placement without first obtaining prior approval. Approval may be granted after a review of the facts and circumstances, including whether:
If you have questions regarding whether an investment would be deemed a private placement security under the Code, please refer to the FAQs about private placements available on the Code of Ethics System, or contact the Code of Ethics Team.
To request approval, you must submit a Private Placement Approval Form (available online via the Code of Ethics System) to the Code of Ethics Team. Investments in our own privately offered investment vehicles (our Sponsored Products ), including collective investment funds and common trust funds maintained by Wellington Trust Company, NA, our hedge funds, and our non-US domiciled funds (Wellington Management Portfolios), have been approved under the Code and therefore do not require the submission of a Private Placement Approval Form.
Web Resource: Private Placement Approval Form
To request approval for a private placement, complete the Private Placement Approval Form available through the Code of Ethics System under Documents.
Requests for Exceptions to Preclearance Denial, Other Trading Restrictions, and Certain Reporting Requirements The Chief Compliance Officer may grant an exception from preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Exceptions are expected to be rare. If you wish to seek an exception to these restrictions, you must submit a written request to the Code of Ethics Team describing the nature of the exception and the reason(s) it is being sought.
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Code of Ethics
WHAT ARE THE ADDITIONAL REQUIREMENTS FOR INVESTMENT PROFESSIONALS?
If you are a portfolio manager, research analyst, or other investment professional who has portfolio management responsibilities for a client account (e.g., designated portfolio managers, backup portfolio managers, investment team members), or who otherwise has direct authority to make decisions to buy or sell securities in a client account (referred to here as an investment professional), you are required to adhere to additional rules and restrictions on your personal securities transactions. However, as no set of rules can anticipate every situation, you must remember to place our clients interests first whenever you transact in securities that are also held in client accounts you manage.
The following provisions of the code are intended to allow investment professionals to make long-term investments in securities. However, you may not be able to sell personal investments for extended periods of time and therefore should consider the liquidity, tax planning, market, and similar risks associated with making personal investments in securities of an issuer that are or may be held in client accounts.
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Code of Ethics
GIFTS AND ENTERTAINMENT
Our guiding principle of client, firm, self also governs the receipt of gifts and entertainment from clients, consultants, brokers, vendors, companies in which we may invest, and others with whom the firm does business. As fiduciaries to our clients, we must always place our clients interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. In keeping with this standard, you must follow several specific requirements:
Accepting Gifts You may only accept gifts of nominal value, which include promotional items, flower arrangements, gift baskets, and food, as well as other gifts with an approximate value of less than US$100 or the local equivalent. You may not accept a gift of cash, including a cash equivalent such as a gift certificate or a security, regardless of the amount. If you receive a gift that violates the Code, you must return the gift or consult with the Chief Compliance Officer to determine appropriate action under the circumstances.
Accepting Entertainment Opportunities The firm recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, brokers, vendors, and companies in which we may invest, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent, and you may participate only if:
1) | a representative of the hosting organization is present, |
2) | the primary purpose of the event is to discuss business or to build a business relationship, and |
3) | the opportunity meets the additional requirements below. |
Lodging and Air Travel You may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost, as determined by Wellington Managements travel manager.
Additional Reimbursement Requirements You must receive prior approval from your business manager and reimburse the host for the full face value of any entertainment ticket(s) if:
Business managers must clear their own participation under the circumstances described above with the Chief Compliance Officer or Chair of the Ethics Committee.
Please note that even if you pay for the full face value of a ticket, you may attend the event only if the host is present .
Whenever possible, you should arrange for any required reimbursement prior to attending an entertainment event.
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Soliciting Gifts, Entertainment Opportunities, or Contributions In your capacity as a partner or employee of the firm, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest.
Sourcing Entertainment Opportunities You may not request tickets to entertainment events from the firms Trading department or any other Wellington Management department, partner, or employee, nor from any broker, vendor, company in which we may invest, or other organization with which the firm conducts business.
OUTSIDE ACTIVITIES
While the firm recognizes that you may engage in business or charitable activities in your personal time, you must take steps to avoid conflicts of interest between your private interests and our clients interests. As a result, all significant outside business or charitable activities (e.g., directorships or officerships) must be approved by your business manager and by the Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee prior to the acceptance of such a position (or if you are new, upon joining the firm). Approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Directorships in public companies (or companies reasonably expected to become public companies) will generally not be authorized, while service with charitable organizations generally will be permitted.
Officers of the firm can only seek additional employment outside of Wellington Management with the prior written approval of the Human Resources department. All new employees are required to disclose any outside employment to the Human Resources department upon joining the firm.
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CLIENT CONFIDENTIALITY
Any nonpublic information concerning our clients that you acquire in connection with your employment at the firm is confidential. This includes information regarding actual or contemplated investment decisions, portfolio composition, research recommendations, and client interests. You should not discuss client business, including the existence of a client relationship, with outsiders unless it is a necessary part of your job responsibilities.
HOW WE ENFORCE OUR CODE OF ETHICS
Legal and Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Legal and Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports.
It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.
Potential violations of the Code of Ethics will be investigated and considered by representatives of Legal and Compliance and/or the Ethics Committee. All violations of the Code of Ethics will be reported to the Chief Compliance Officer. Violations are taken seriously and may result in sanctions or other consequences, including:
If you become aware of any potential conflicts of interest that you believe are not addressed by our Code of Ethics or other policies, please contact the Chief Compliance Officer, the General Counsel, or the manager of the Code of Ethics Team.
CLOSING
As a firm, we seek excellence in the people we employ, the products and services we offer, the way we meet our ethical and fiduciary responsibilities, and the working environment we create for ourselves. Our Code of Ethics embodies that commitment. Accordingly, each of us must take care that our actions fully meet the high standards of conduct and professional behavior we have adopted. Most importantly, we must all remember client, firm, self is our most fundamental guiding principle.
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APPENDIX A PART 1
No Preclearance or Reporting Required:
Reporting of Securities Transactions Required (no need to preclear and not subject to the 60-day holding period):
Preclearance and Reporting of Securities Transactions Required:
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Prohibited Investments and Activities:
This appendix is current as of April 1, 2010, and may be amended at the discretion of the Ethics Committee.
1 A list of funds advised or subadvised by Wellington Management (Wellington-Managed Funds) is available online via the Code of Ethics System. However, you remain responsible for confirming whether any particular investment represents a Wellington-Managed Fund.
2 If the instrument is unrated, it must be of equivalent duration and comparable quality.
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APPENDIX A PART 2
ETFS APPROVED FOR PERSONAL TRADING WITHOUT PRECLEARANCE (BUT REQUIRING REPORTING)
All regional/country exchange share listings of ETFs listed are also approved
This is a partial list. The complete and up-to-date list is available on the Code of Ethics System on the Intranet.
Ticker United States: Equity AAXJ ACWI BRF DIA DVY ECH EEB EEM EFA EFG EFV EPI EPP EWA EWC EWG EWH EWJ EWM EWS EWT EWU EWY EZU FXI GDX GDXJ IBB ICF IEV IGE |
Name iShares MSCI All COUNTRY ASIA iShares MSCI ACWI Index Fund Market Vectors Brazil Small-CA DIAMONDS Trust SERIES I iShares DJ Select Dividend iShares MSCI Chile Investable Claymore/BNY BRIC ETF iShares MSCI EMERGING MKT IN iShares MSCI EAFE INDEX FUND iShares MSCI EAFE GROWTH INX iShares MSCI EAFE VALUE INX Wisdomtree India Earnings Fund iShares MSCI PACIFIC EX JPN iShares MSCI AUSTRALIA INDEX iShares MSCI CANADA iShares MSCI GERMANY INDEX iShares MSCI HONG KONG INDEX iShares MSCI JAPAN INDEX FD iShares MSCI MALAYSIA iShares MSCI SINGAPORE iShares MSCI TAIWAN INDEX FD iShares MSCI UNITED KINGDOM iShares MSCI SOUTH KOREA IND iShares MSCI EMU iShares FTSE/XINHUA CHINA 25 Market Vectors Gold Miners Market Vectors Gold Miners Min iShares NASDAQ BIOTECH INDX iShares COHEN & STEERS RLTY iShares S&P EUROPE 350 iShares GOLDMAN SACHS NAT RE |
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IJH IJJ IJK IJR IJS IJT ILF INP IOO IVE IVV IVW IWB IWD IWF IWM IWN IWO IWP IWR IWS IWV IXC IYR IYW MDY MOO OEF PBW PFF PGX PHO QID QLD QQQ RSP RSX RWM RWR |
iShares S&P Midcap 400 iShares S&P Midcap 400/VALUE iShares S&P Midcap 400/GRWTH iShares S&P SmallCap 600 iShares S&P SmallCap 600/VAL iShares S&P SmallCap 600/GRO iShares S&P Latin Amer 40 IDX iPath MSCI India Index ETN iShares S&P GLOBAL 100 iShares S&P 500 VALUE INDEX iShares S&P 500 INDEX FUND iShares S&P 500 GROWTH INDEX iShares Russell 1000 INDEX iShares Russell 1000 VALUE iShares Russell 1000 GROWTH iShares Russell 2000 iShares Russell 2000 VALUE iShares Russell 2000 GROWTH iShares Russell Midcap GRWTH iShares Russell Midcap INDEX iShares Russell Midcap VALUE iShares Russell 3000 INDEX iShares S&P GLBL ENERGY SECT iShares DJ US REAL ESTATE iShares DJ US TECHNOLOGY SEC Midcap SPDR Trust SERIES 1 Market Vectors AGRIBUSINESS iShares S&P 100 INDEX FUND PowerShares WILDERHILL CLEAN ENERGY iShares S&P PREF STK INDX FN Powershares Preferred Portfolio PowerSharesGLOBAL WATER ProShares UltraShort QQQ ProShares Ultra QQQ PowerShares QQQ Rydex S&P EQUAL WEIGHT ETF Market Vectors RUSSIA ETF ProShares Short Russell 2000 DJ Wilshire REIT ETF |
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RWX SCZ SDS SDY SH SKF SPY SRS SSO TWM UWM UYG VB VBK VBR VEA VEU VGK VIG VNQ VO VPL VTI VTV VUG VV VWO VXX XLB XLE XLF XLI XLK XLP XLU XLV XLY XME XOP |
SPDR DJ WILS INTL RE iShares MSCI EAFE Small Cap In ProShares UltraShort S&P500 SPDR Divident ETF ProShares Short S&P500 ProShares UltraShort FINANCIALS SPDR Trust SERIES 1 UltraShort REAL ESTATE ProShares ProShares Ultra S&P500 UltraShort Russell2000 ProShares ProShares Ultra Russell2000 ProShares Ultra FINANCIALS Vanguard SMALL-CAP ETF Vanguard SMALL-CAP GRWTH ETF Vanguard SMALL-CAP VALUE ETF Vanguard EUROPE PACIFIC ETF Vanguard FTSE ALL-WORLD EX-U Vanguard EUROPEAN ETF Vanguard DIVIDEND APPREC ETF Vanguard REIT ETF Vanguard MID-CAP ETF Vanguard PACIFIC ETF Vanguard TOTAL STOCK MKT ETF Vanguard VALUE ETF Vanguard GROWTH ETF Vanguard LARGE-CAP ETF Vanguard EMERGING MARKET ETF iPath S&P 500 VIX MATERIALS Select SECTOR SPDR ENERGY Select SECTOR SPDR FINANCIAL Select SECTOR SPDR INDUSTRIAL Select SECT SPDR TECHNOLOGY Select SECT SPDR CONSUMER STAPLES SPDR UTILITIES Select SECTOR SPDR HEALTH CARE Select SECTOR CONSUMER DISCRETIONARY Select SPDR SPDR S&P Metals & Mining ETF S&P Oil & Gas Expland Prod |
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United States: Fixed Income AGG BIV BSV BOND BSV BWX BZF CYB ELD EMB HYG IEF IEI JNK LQD MBB MUB PCY PST SHY TBF TBT TIP TLT VCSH |
iShares Lehman AGG BOND FUND Vanguard Intermediate-Term Bon Vanguard Total Bond Market PIMCO Total Return Bond ETF Vanguard Short-Term Bond ETF SPDR barclays Int Trea Bnd ETF Wisdomtree Brazilian Real Fund Wisdomtree Dreyfus China Yuan Fund Wisdomtree Emerging Markets Bond ETF JPM Emerging Markets Bond ETF iShares IBOXX H/Y CORP BOND iShares Lehman 7-10YR TREAS iShares Lehman 3-7 YEAR TREASURY SPDR Barclays Capital High Yield Bond ETF iShares GS$ INVESTOP CORP BD iShares MBS Bond Fund iShares S&P National Municipal Bond Fund Powershares EM MAR SOV DE PT ProShares UltraShort Lehman 7-10 Year Treasury iShares Lehman 1-3YR TRS BD ProShares Short 20+ Treasury UltraShort Lehman 20+ Year Treasury ProShares iShares Lehman TRES INF PR S iShares Lehman 20+ YR TREAS Vanguard Short-Term Corporate |
United States: Commodity Trusts and ETNs
AMJ CORN COW DBA DBB DBC DBE DBO DBP DGZ DJP DNO |
JPMorgan Alerian MLP Index ETN Corn ETF iPath DJ-AIG Livestock TR Sub-Index Powershares DB Agriculture Fund Powershares DB Base Metals Fund Powershares DB Commodity Index Powershares DB Energy Fund Powershares DB Oil Fund Powershares DB Precious Metals Fund Powershares DB Gold Short ETN iPath Dow Jones - AIG Commodity Unicted States Short Oil Fund L |
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GAZ GLD GLL GSG JJA JJC JJE JJG JJM JJN JJS JJU SGG SLV UCO UGA UGL UHN UNG USO ZSL United States: Currency Trusts DBV EUO FXA FXB FXC FXE FXF FXM FXS FXY UDN UUP YCS Australia: Equity STW.AX England: Equity |
iPath DJ-AIG Natural Gas TR Sub-Index StreetTRACKS Gold Fund UltraShort Gold iShares S&P GSCI Commodity Index iPath DJ-AIG Agriculture TR Sub-Index iPath DJ-AIG Copper TR Sub-Index iPath DJ-AIG Energy TR Sub-Index iPath DJ-AIG Grains TR Sub-Index iPath DJ-AIG Industrial Metals TR Sub-Index iPath DJ-AIG Nickel TR Sub-Index iPath DJ-AIG Softs TR Sub-Index iPath DJ-AIG Aluminum TR Sub-Index iPath DJ-UBS Sugar Subindex TR iShares Silver Trust Ultra DJ-AIG Crude Oil United States Gasoline Fund Ultra Gold United States Heating Oil Fund United States Natural Gas Fund United States Oil Fund UltraShort Silver Powershares DB G10 Currency Harvest Fund UltraShort Euro Australian Dollar British Pound Canadian Dollar Euro Swiss Franc Mexican Peso Swedish Krona Japanese Yen Powershares DB US Dollar Bearish Fund Powershares DB US Dollar Bullish Fund UltraShort Yen S&P/ASX 200 Index |
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EUN LN IEEM LN FXC LN IJPN LN ISF LN IUSA LN IWRD LN |
iShares DJ STOXX 50 iShares MSCI EMERGING MKTS iShares FTSE/XINHUA CHINA 25 iShares MSCI JAPAN FUND iShares PLC-ISHARES FTSE 100 iShares S&P 500 INDEX FUND iShares MSCI WORLD |
England: Fixed Income | |
IEBC LN | iShares Barclays Capital Euro |
Hong Kong: Equity | |
2800 HK 2823 HK 2827 HK 2828 HK 2833 HK Japan: Equity 1305 JP 1306 JP 1308 JP 1320 JP 1321 JP 1330 JP |
TRACKER FUND OF HONG KONG iShares A50 CHINA TRACKER WISE - CSI 300 CHINA TRACKER HANG SENG H-SHARE IDX ETF HANG SENG INDEX ETF DAIWA ETF = TOPIX NOMURA ETF - TOPIX NIKKO ETF - TOPIX DAIWA ETF NIKKEI 225 NOMURA ETF NIKKEI 225 NIKKO ETF 225 |
This appendix is current as of 23 June 2014, and may be amended at the discretion of the Ethics Committee.
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