|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
Account Service Fee Per Year
(for certain fund account balances below $10,000)
|
$20
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$65
|
$205
|
$357
|
$798
|
|
Total Return
|
Quarter
|
Highest
|
14.90%
|
December 31, 2011
|
Lowest
|
-19.86%
|
September 30, 2011
|
|
1 Year
|
5 Years
|
Since
Inception
(Mar. 30,
2010)
|
Vanguard Explorer Value Fund Investor Shares
|
|
|
|
Return Before Taxes
|
26.91%
|
7.96%
|
11.43%
|
Return After Taxes on Distributions
|
26.42
|
6.75
|
10.09
|
Return After Taxes on Distributions and Sale of Fund Shares
|
16.20
|
5.98
|
9.02
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 2500 Value Index
|
23.56%
|
7.18%
|
10.44%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
13.05
|
Plain Talk About Fund Expenses
|
All mutual funds have operating expenses. These expenses, which are
deducted from a fund’s gross income, are expressed as a percentage of the
net assets of the fund. Assuming that operating expenses remain as stated
in the Fees and Expenses section, Vanguard Explorer Value Fund’s expense
ratio would be 0.64%, or $6.40 per $1,000 of average net assets. The
average expense ratio for small-cap value funds in 2019 was 1.32%, or
$13.20 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 and 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.
|
Plain Talk About Growth Funds and Value Funds
|
Growth investing and value investing are two styles employed by stock-fund
managers. Growth funds generally invest in stocks of companies believed to
have above-average potential for growth in revenue, earnings, cash flow, or
other similar criteria. These stocks typically have low dividend yields, if any,
and above-average prices in relation to measures such as earnings and book
value. Value funds typically invest in stocks whose prices are below average
in relation to those measures; these stocks often have above-average
dividend yields. Value stocks also may remain undervalued by the market for
long periods of time. Growth and value stocks have historically produced
similar long-term returns, though each category has periods when it
outperforms the other.
|
Plain Talk About Derivatives
|
Derivatives can take many forms. Some forms of derivatives—such as
exchange-traded futures and options on securities, commodities, or
indexes—have been trading on regulated exchanges for decades. These
types of derivatives are standardized contracts that can easily be bought and
sold and whose market values are determined and published daily. On the
other hand, non-exchange-traded derivatives—such as certain swap
agreements and foreign currency exchange forward contracts—tend to be
more specialized or complex and may be more difficult to accurately value.
|
Plain Talk About Vanguard’s Unique Corporate Structure
|
The Vanguard Group is owned jointly by the funds it oversees and thus
indirectly by the shareholders in those funds. Most other mutual funds are
operated by management companies that are owned by third parties—either
public or private stockholders—and not by the funds they serve.
|
Plain Talk About Distributions
|
As a shareholder, you are entitled to your portion of a fund’s income from
interest and dividends as well as capital gains from the fund’s 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.
|
Plain Talk About Buying a Dividend
|
Unless you are a tax-exempt investor or investing through a tax-advantaged
account (such as an IRA or an employer-sponsored retirement or savings
plan), 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 received—even if you reinvest it in
more shares. To avoid buying a dividend, check a fund’s distribution schedule
before you invest.
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$33.49
|
$40.53
|
$34.45
|
$31.55
|
$30.09
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.4001
|
0.4941
|
0.3551
|
0.3291
|
0.293
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
(3.032)
|
(4.921)
|
7.112
|
3.331
|
2.964
|
Total from Investment Operations
|
(2.632)
|
(4.427)
|
7.467
|
3.660
|
3.257
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.538)
|
(0.366)
|
(0.288)
|
(0.308)
|
(0.237)
|
Distributions from Realized Capital Gains
|
—
|
(2.247)
|
(1.099)
|
(0.452)
|
(1.560)
|
Total Distributions
|
(0.538)
|
(2.613)
|
(1.387)
|
(0.760)
|
(1.797)
|
Net Asset Value, End of Period
|
$30.32
|
$33.49
|
$40.53
|
$34.45
|
$31.55
|
Total Return2
|
–8.12%
|
–10.10%
|
22.10%
|
11.64%
|
11.41%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$563
|
$655
|
$768
|
$607
|
$377
|
Ratio of Total Expenses to Average Net Assets3
|
0.64%
|
0.55%
|
0.56%
|
0.55%
|
0.57%
|
Ratio of Net Investment Income to Average Net
Assets
|
1.28%
|
1.45%
|
0.95%
|
0.98%
|
1.03%
|
Portfolio Turnover Rate
|
42%
|
27%
|
31%
|
33%
|
61%
|
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
|
|
Inception
Date
|
Newspaper
Abbreviation
|
Vanguard
Fund Number
|
CUSIP
Number
|
Explorer Value Fund
|
3/30/2010
|
ExpValFd
|
1690
|
92206C748
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
Account Service Fee Per Year
(for certain fund account balances below $10,000)
|
$20
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$7
|
$23
|
$40
|
$90
|
|
Total Return
|
Quarter
|
Highest
|
1.39%
|
June 30, 2019
|
Lowest
|
-0.45%
|
December 31, 2016
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Short-Term Treasury Index Fund
Admiral Shares
|
|
|
|
Return Before Taxes
|
3.51%
|
1.33%
|
1.14%
|
Return After Taxes on Distributions
|
2.56
|
0.76
|
0.76
|
Return After Taxes on Distributions and Sale of Fund Shares
|
2.07
|
0.77
|
0.72
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. Treasury 1-3 Year Bond Index
|
3.59%
|
1.39%
|
1.23%
|
Spliced Bloomberg Barclays U.S. Treasury 1-3 Year Index
in USD
|
3.59
|
1.40
|
1.25
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.78
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
Account Service Fee Per Year
(for certain fund account balances below $10,000)
|
$20
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$7
|
$23
|
$40
|
$90
|
|
Total Return
|
Quarter
|
Highest
|
5.57%
|
September 30, 2011
|
Lowest
|
-3.46%
|
December 31, 2016
|
|
1 Year
|
5 Years
|
Since
Inception
(Aug. 4,
2010)
|
Vanguard Intermediate-Term Treasury Index Fund
Admiral Shares
|
|
|
|
Return Before Taxes
|
6.26%
|
2.37%
|
2.63%
|
Return After Taxes on Distributions
|
5.30
|
1.57
|
1.83
|
Return After Taxes on Distributions and Sale of Fund Shares
|
3.70
|
1.46
|
1.70
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. Treasury 3-10 Year Bond Index
|
6.43%
|
2.46%
|
2.74%
|
Spliced Bloomberg Barclays U.S. Treasury 3-10 Year Index
in USD
|
6.43
|
2.46
|
2.73
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.34
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
Account Service Fee Per Year
(for certain fund account balances below $10,000)
|
$20
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$7
|
$23
|
$40
|
$90
|
|
Total Return
|
Quarter
|
Highest
|
24.35%
|
September 30, 2011
|
Lowest
|
-11.91%
|
December 31, 2016
|
|
1 Year
|
5 Years
|
Since
Inception
(Mar. 1,
2010)
|
Vanguard Long-Term Treasury Index Fund
Admiral Shares
|
|
|
|
Return Before Taxes
|
14.30%
|
4.07%
|
6.72%
|
Return After Taxes on Distributions
|
13.14
|
2.93
|
5.48
|
Return After Taxes on Distributions and Sale of Fund Shares
|
8.44
|
2.60
|
4.77
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. Long Treasury Bond Index
|
14.83%
|
4.13%
|
6.85%
|
Spliced Bloomberg Barclays U.S. Long Treasury Index in USD
|
14.83
|
4.17
|
6.82
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.64
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
Account Service Fee Per Year
(for certain fund account balances below $10,000)
|
$20
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$7
|
$23
|
$40
|
$90
|
|
Total Return
|
Quarter
|
Highest
|
2.65%
|
March 31, 2019
|
Lowest
|
-1.16%
|
June 30, 2013
|
|
1 Year
|
5 Years
|
Since
Inception
(Nov. 18,
2010)
|
Vanguard Short-Term Corporate Bond Index Fund
Admiral Shares
|
|
|
|
Return Before Taxes
|
6.84%
|
2.79%
|
2.78%
|
Return After Taxes on Distributions
|
5.60
|
1.76
|
1.83
|
Return After Taxes on Distributions and Sale of Fund Shares
|
4.04
|
1.67
|
1.73
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. 1-5 Year Corporate Bond Index
|
6.99%
|
2.90%
|
2.93%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.33
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
0.25%
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
Account Service Fee Per Year
(for certain fund account balances below $10,000)
|
$20
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$32
|
$48
|
$64
|
$115
|
|
Total Return
|
Quarter
|
Highest
|
5.46%
|
March 31, 2019
|
Lowest
|
-4.03%
|
June 30, 2013
|
|
1 Year
|
5 Years
|
Since
Inception
(Mar. 2,
2010)
|
Vanguard Intermediate-Term Corporate Bond Index Fund
Admiral Shares
|
|
|
|
Return Before Taxes
|
13.70%
|
4.60%
|
5.64%
|
Return After Taxes on Distributions
|
12.12
|
3.13
|
4.14
|
Return After Taxes on Distributions and Sale of Fund Shares
|
8.07
|
2.86
|
3.76
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. 5-10 Year Corporate Bond Index
|
14.27%
|
4.79%
|
5.77%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.64
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
1.00%
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
Account Service Fee Per Year
(for certain fund account balances below $10,000)
|
$20
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$107
|
$122
|
$139
|
$189
|
|
Total Return
|
Quarter
|
Highest
|
9.20%
|
September 30, 2011
|
Lowest
|
-7.63%
|
June 30, 2015
|
|
1 Year
|
5 Years
|
Since
Inception
(Jan. 19,
2010)
|
Vanguard Long-Term Corporate Bond Index Fund
Admiral Shares
|
|
|
|
Return Before Taxes
|
21.95%
|
6.13%
|
7.78%
|
Return After Taxes on Distributions
|
19.96
|
4.24
|
5.81
|
Return After Taxes on Distributions and Sale of Fund Shares
|
12.91
|
3.82
|
5.23
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. 10+ Year Corporate Bond Index
|
23.89%
|
6.40%
|
7.91%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.68
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
Account Service Fee Per Year
(for certain fund account balances below $10,000)
|
$20
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$7
|
$23
|
$40
|
$90
|
|
Total Return
|
Quarter
|
Highest
|
2.76%
|
June 30, 2010
|
Lowest
|
-1.97%
|
December 31, 2016
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Mortgage-Backed Securities Index Fund
Admiral Shares
|
|
|
|
Return Before Taxes
|
6.16%
|
2.43%
|
3.01%
|
Return After Taxes on Distributions
|
4.96
|
1.42
|
2.08
|
Return After Taxes on Distributions and Sale of Fund Shares
|
3.63
|
1.41
|
1.93
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. MBS Float Adjusted Index
|
6.18%
|
2.51%
|
3.08%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.78
|
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 and 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.
|
Type of Bond (Maturity)
|
After a 1%
Increase
|
After a 1%
Decrease
|
After a 2%
Increase
|
After a 2%
Decrease
|
Short-Term (2.5 years)
|
$ 977
|
$ 1,024
|
$ 954
|
$ 1,049
|
Intermediate-Term (10 years)
|
922
|
1,086
|
851
|
1,180
|
Long-Term (20 years)
|
874
|
1,150
|
769
|
1,328
|
Plain Talk About Bonds and Interest Rates
|
As a rule, when interest rates rise, bond prices fall. The opposite is also true:
Bond prices go up when interest rates fall. Why do bond prices and interest
rates move in opposite directions? Let’s assume that you hold a bond
offering a 4% yield. A year later, interest rates are on the rise and bonds of
comparable quality and maturity are offered with a 5% yield. With
higher-yielding bonds available, you would have trouble selling your 4% bond
for the price you paid—you would probably have to lower your asking price.
On the other hand, if interest rates were falling and 3% bonds were being
offered, you should be able to sell your 4% bond for more than you paid.
|
How mortgage-backed securities are different: In general, declining interest
rates will not lift the prices of mortgage-backed securities—such as those
guaranteed by the Government National Mortgage Association—as much as
the prices of comparable bonds. Why? Because when interest rates fall, the
bond market tends to discount the prices of mortgage-backed securities for
prepayment risk—the possibility that homeowners will refinance their
mortgages at lower rates and cause the bonds to be paid off prior to
maturity. In part to compensate for this prepayment possibility,
mortgage-backed securities tend to offer higher yields than other bonds of
comparable credit quality and maturity. In contrast, when interest rates rise,
prepayments tend to slow down, subjecting mortgage-backed securities to
extension risk—the possibility that homeowners will repay their mortgages
at slower rates. This will lengthen the duration or average life of
mortgage-backed securities held by a fund and delay the fund’s ability to
reinvest proceeds at higher interest rates, making the fund more sensitive to
changes in interest rates.
|
Plain Talk About Bond Maturities
|
A bond is issued with a specific maturity date—the date when the issuer
must pay back the bond’s principal (face value). Bond maturities range from
less than 1 year to more than 30 years. Typically, the longer a bond’s maturity,
the more price risk you, as a bond investor, will face as interest rates
rise—but also the higher the potential yield you could receive. Longer-term
bonds are more suitable for investors willing to take a greater risk of price
fluctuations to get higher and more stable interest income. Shorter-term
bond investors should be willing to accept lower yields and greater income
variability in return for less fluctuation in the value of their investment. The
stated maturity of a bond may differ from the effective maturity of a bond,
which takes into consideration that an action such as a call or refunding may
cause bonds to be repaid before their stated maturity dates.
|
Plain Talk About Credit Quality
|
A bond’s credit quality rating is an assessment of the issuer’s ability to pay
interest on the bond and, ultimately, to repay the principal. The lower the
credit quality, the greater the perceived chance that the bond issuer will
default, or fail to meet its payment obligations. All things being equal, the
lower a bond’s credit quality, the higher its yield should be to compensate
investors for assuming additional risk. Mortgage-backed securities typically
have higher yields than comparable-quality corporate or government bonds
to make up for their higher prepayment risk.
|
Plain Talk About Types of Bonds
|
Bonds are issued (sold) by many sources: Corporations issue corporate
bonds; the federal government issues U.S. Treasury bonds; agencies of the
federal government issue agency bonds; financial institutions issue
asset-backed bonds; and mortgage holders issue “mortgage-backed”
pass-through certificates. Each issuer is responsible for paying back the
bond’s initial value as well as for making periodic interest payments. Many
bonds issued by government agencies and entities are neither guaranteed
nor insured by the U.S. government.
|
Vanguard Fund
|
Number of
Bonds in Fund
|
Number of Bonds
in Target Index
|
Short-Term Treasury Index Fund
|
96
|
94
|
Intermediate-Term Treasury Index Fund
|
116
|
113
|
Long-Term Treasury Index Fund
|
58
|
53
|
Short-Term Corporate Bond Index Fund
|
2,346
|
2,257
|
Intermediate-Term Corporate Bond Index
Fund
|
2,027
|
1,931
|
Long-Term Corporate Bond Index Fund
|
2,376
|
2,346
|
Mortgage-Backed Securities Index Fund
|
9211
|
460
|
|
Treasury Index
Funds
|
Corporate Bond
Index Funds
|
Mortgage-Backed
Securities
Index Fund
|
Corporate Debt Obligations
|
|
•
|
|
U.S. Government and Agency Bonds
|
•
|
•
|
•
|
Mortgage-Backed Securities
|
|
|
•
|
Mortgage Dollar Rolls
|
|
|
•
|
Cash Equivalent Investments,
Including Repurchase Agreements
|
•
|
•
|
•
|
Futures, Options, and Other
Derivatives
|
•
|
•
|
•
|
International Dollar-Denominated
Bonds
|
|
•
|
|
Plain Talk About U.S. Government-Sponsored Enterprises
|
A variety of U.S. government-sponsored enterprises (GSEs), such as the
Federal Home Loan Mortgage Corporation (FHLMC), the Federal National
Mortgage Association (FNMA), and the Federal Home Loan Banks (FHLBs),
issue debt and mortgage-backed securities. Although GSEs may be chartered
or sponsored by acts of Congress, they are not funded by congressional
appropriations. In September of 2008, the U.S. Treasury placed FNMA and
FHLMC under conservatorship and appointed the Federal Housing Finance
Agency (FHFA) to manage their daily operations. In addition, the U.S. Treasury
entered into purchase agreements with FNMA and FHLMC to provide them
with capital in exchange for senior preferred stock. Generally, a GSE’s
securities are neither issued nor guaranteed by the U.S. Treasury and are not
backed by the full faith and credit of the U.S. government. In most cases,
these securities are supported only by the credit of the GSE, standing alone. In
some cases, a GSE’s securities may be supported by the ability of the GSE to
borrow from the U.S. Treasury or may be supported by the U.S. government in
some other way. Securities issued by the Government National Mortgage
Association (GNMA), however, are backed by the full faith and credit of the
U.S. government.
|
Plain Talk About Derivatives
|
Derivatives can take many forms. Some forms of derivatives—such as
exchange-traded futures and options on securities, commodities, or
indexes—have been trading on regulated exchanges for decades. These
types of derivatives are standardized contracts that can easily be bought and
sold and whose market values are determined and published daily. On the
other hand, non-exchange-traded derivatives—such as certain swap
agreements—tend to be more specialized or complex and may be more
difficult to accurately value.
|
Plain Talk About Vanguard’s Unique Corporate Structure
|
The Vanguard Group is owned jointly by the funds it oversees and thus
indirectly by the shareholders in those funds. Most other mutual funds are
operated by management companies that are owned by third parties—either
public or private stockholders—and not by the funds they serve.
|
Plain Talk About Distributions
|
As a shareholder, you are entitled to your portion of a fund’s income from
interest as well as capital gains from the fund’s sale of investments. Income
consists of interest the fund earns from its money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term
or long-term, depending on whether the fund held the securities for one year
or less or for more than one year.
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$20.35
|
$19.95
|
$20.29
|
$20.38
|
$20.35
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.3121
|
0.4721
|
0.3241
|
0.2021
|
0.158
|
Net Realized and Unrealized Gain (Loss) on Investments
|
0.375
|
0.384
|
(0.358)
|
(0.096)
|
0.040
|
Total from Investment Operations
|
0.687
|
0.856
|
0.034
|
0.106
|
0.198
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.327)
|
(0.456)
|
(0.306)
|
(0.193)
|
(0.160)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
(0.003)
|
(0.008)
|
Total Distributions
|
(0.327)
|
(0.456)
|
(0.306)
|
(0.196)
|
(0.168)
|
Net Asset Value, End of Period
|
$20.71
|
$20.35
|
$19.95
|
$20.29
|
$20.38
|
Total Return2
|
3.41%
|
4.34%
|
–0.16%
|
0.53%
|
0.98%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$2,748
|
$1,596
|
$929
|
$507
|
$364
|
Ratio of Total Expenses to Average Net Assets
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net Assets
|
1.52%
|
2.35%
|
1.61%
|
1.01%
|
0.80%
|
Portfolio Turnover Rate3
|
67%
|
55%
|
67%
|
60%
|
73%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$22.68
|
$21.13
|
$22.03
|
$22.45
|
$21.86
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.4161
|
0.5071
|
0.4181
|
0.3511
|
0.349
|
Net Realized and Unrealized Gain (Loss) on Investments
|
1.101
|
1.540
|
(0.911)
|
(0.400)
|
0.601
|
Total from Investment Operations
|
1.517
|
2.047
|
(0.493)
|
(0.049)
|
0.950
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.417)
|
(0.497)
|
(0.407)
|
(0.344)
|
(0.351)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
(0.027)
|
(0.009)
|
Total Distributions
|
(0.417)
|
(0.497)
|
(0.407)
|
(0.371)
|
(0.360)
|
Net Asset Value, End of Period
|
$23.78
|
$22.68
|
$21.13
|
$22.03
|
$22.45
|
Total Return2
|
6.76%
|
9.83%
|
–2.24%
|
–0.19%
|
4.38%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$2,740
|
$1,887
|
$1,104
|
$874
|
$710
|
Ratio of Total Expenses to Average Net Assets
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net Assets
|
1.79%
|
2.34%
|
1.97%
|
1.61%
|
1.61%
|
Portfolio Turnover Rate3
|
28%
|
29%
|
31%
|
32%
|
37%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$30.28
|
$24.95
|
$26.44
|
$28.75
|
$25.21
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.6371
|
0.7061
|
0.6901
|
0.6761
|
0.679
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
2.955
|
5.316
|
(1.501)
|
(2.319)
|
3.540
|
Total from Investment Operations
|
3.592
|
6.022
|
(0.811)
|
(1.643)
|
4.219
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.632)
|
(0.692)
|
(0.679)
|
(0.667)
|
(0.679)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(0.632)
|
(0.692)
|
(0.679)
|
(0.667)
|
(0.679)
|
Net Asset Value, End of Period
|
$33.24
|
$30.28
|
$24.95
|
$26.44
|
$28.75
|
Total Return2
|
12.00%
|
24.67%
|
–3.06%
|
–5.62%
|
16.97%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$1,800
|
$1,053
|
$559
|
$468
|
$374
|
Ratio of Total Expenses to Average Net Assets
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net
Assets
|
2.01%
|
2.73%
|
2.73%
|
2.62%
|
2.58%
|
Portfolio Turnover Rate3
|
29%
|
16%
|
19%
|
19%
|
18%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$22.06
|
$21.28
|
$21.81
|
$21.89
|
$21.57
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.5781
|
0.6251
|
0.5321
|
0.4811
|
0.451
|
Net Realized and Unrealized Gain (Loss) on Investments
|
0.485
|
0.777
|
(0.531)
|
(0.088)
|
0.337
|
Total from Investment Operations
|
1.063
|
1.402
|
0.001
|
0.393
|
0.788
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.573)
|
(0.622)
|
(0.531)
|
(0.473)
|
(0.451)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
(0.017)
|
Total Distributions
|
(0.573)
|
(0.622)
|
(0.531)
|
(0.473)
|
(0.468)
|
Net Asset Value, End of Period
|
$22.55
|
$22.06
|
$21.28
|
$21.81
|
$21.89
|
Total Return2
|
4.90%
|
6.70%
|
0.02%
|
1.83%
|
3.70%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$4,703
|
$4,312
|
$3,533
|
$3,180
|
$1,959
|
Ratio of Total Expenses to Average Net Assets
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net Assets
|
2.61%
|
2.90%
|
2.48%
|
2.21%
|
2.11%
|
Portfolio Turnover Rate3
|
56%
|
51%
|
56%
|
66%
|
57%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$24.71
|
$22.61
|
$23.78
|
$24.08
|
$22.71
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.7471
|
0.8391
|
0.7921
|
0.7741
|
0.764
|
Net Realized and Unrealized Gain (Loss) on Investments
|
1.138
|
2.097
|
(1.175)
|
(0.318)
|
1.371
|
Total from Investment Operations
|
1.885
|
2.936
|
(0.383)
|
0.456
|
2.135
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.735)
|
(0.836)
|
(0.787)
|
(0.756)
|
(0.765)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(0.735)
|
(0.836)
|
(0.787)
|
(0.756)
|
(0.765)
|
Net Asset Value, End of Period
|
$25.86
|
$24.71
|
$22.61
|
$23.78
|
$24.08
|
Total Return2
|
7.79%
|
13.30%
|
–1.61%
|
1.99%
|
9.57%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$1,549
|
$1,381
|
$1,076
|
$1,014
|
$700
|
Ratio of Total Expenses to Average Net Assets
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net Assets
|
3.01%
|
3.63%
|
3.44%
|
3.30%
|
3.34%
|
Portfolio Turnover Rate3
|
72%
|
59%
|
65%
|
65%
|
71%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$27.55
|
$23.65
|
$25.18
|
$25.79
|
$22.80
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
.9881
|
1.0531
|
1.0431
|
1.0471
|
1.047
|
Net Realized and Unrealized Gain (Loss) on
Investments2
|
1.125
|
3.895
|
(1.536)
|
(0.625)
|
2.991
|
Total from Investment Operations
|
2.113
|
4.948
|
(0.493)
|
0.422
|
4.038
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.983)
|
(1.048)
|
(1.037)
|
(1.032)
|
(1.048)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(0.983)
|
(1.048)
|
(1.037)
|
(1.032)
|
(1.048)
|
Net Asset Value, End of Period
|
$28.68
|
$27.55
|
$23.65
|
$25.18
|
$25.79
|
Total Return3
|
7.87%
|
21.64%
|
–2.00%
|
1.84%
|
18.21%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$320
|
$256
|
$186
|
$161
|
$90
|
Ratio of Total Expenses to Average Net Assets
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net Assets
|
3.58%
|
4.34%
|
4.26%
|
4.27%
|
4.46%
|
Portfolio Turnover Rate4
|
62%
|
47%
|
48%
|
56%
|
59%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$21.26
|
$20.51
|
$21.17
|
$21.49
|
$21.20
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.4701
|
0.6221
|
0.5281
|
0.4131
|
0.388
|
Net Realized and Unrealized Gain (Loss) on Investments
|
0.463
|
0.742
|
(0.674)
|
(0.258)
|
0.387
|
Total from Investment Operations
|
0.933
|
1.364
|
(0.146)
|
0.155
|
0.775
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.473)
|
(0.614)
|
(0.514)
|
(0.410)
|
(0.389)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
(0.065)
|
(0.096)
|
Total Distributions
|
(0.473)
|
(0.614)
|
(0.514)
|
(0.475)
|
(0.485)
|
Net Asset Value, End of Period
|
$21.72
|
$21.26
|
$20.51
|
$21.17
|
$21.49
|
Total Return2
|
4.43%
|
6.77%
|
–0.68%
|
0.76%
|
3.70%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$1,159
|
$841
|
$725
|
$527
|
$554
|
Ratio of Total Expenses to Average Net Assets
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net Assets
|
2.18%
|
2.99%
|
2.56%
|
2.00%
|
1.85%
|
Portfolio Turnover Rate3
|
218%
|
190%
|
279%
|
339%
|
380%
|
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
|
|
Inception
Date
|
Newspaper
Abbreviation
|
Vanguard
Fund Number
|
CUSIP
Number
|
Short-Term Treasury Index Fund
|
||||
Admiral Shares
|
12/28/2009
|
STGovIxAdm
|
1942
|
92206C300
|
Intermediate-Term Treasury Index Fund
|
||||
Admiral Shares
|
8/4/2010
|
ITGovIxAdm
|
1943
|
92206C888
|
Long-Term Treasury Index Fund
|
||||
Admiral Shares
|
3/1/2010
|
LTGovIxAdm
|
1944
|
92206C821
|
Short-Term Corporate Bond Index Fund
|
||||
Admiral Shares
|
11/18/2010
|
STCorpIxAdm
|
1945
|
92206C607
|
Intermediate-Term Corporate Bond Index Fund
|
||||
Admiral Shares
|
3/2/2010
|
ITCorpIxAdm
|
1946
|
92206C854
|
Long-Term Corporate Bond Index Fund
|
||||
Admiral Shares
|
1/19/2010
|
LTCorpIxAdm
|
1947
|
92206C789
|
Mortgage-Backed Securities Index Fund
|
||||
Admiral Shares
|
12/3/2009
|
MrgBkdIxAdm
|
1948
|
92206C755
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.04%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
1.39%
|
June 30, 2019
|
Lowest
|
-0.46%
|
December 31, 2015
|
|
1 Year
|
5 Years
|
Since
Inception
(Aug. 23,
2010)
|
Vanguard Short-Term Treasury Index Fund
Institutional Shares
|
|
|
|
Return Before Taxes
|
3.49%
|
1.34%
|
1.02%
|
Return After Taxes on Distributions
|
2.53
|
0.77
|
0.61
|
Return After Taxes on Distributions and Sale of Fund Shares
|
2.06
|
0.77
|
0.61
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. Treasury 1-3 Year Bond Index
|
3.59%
|
1.39%
|
1.07%
|
Spliced Bloomberg Barclays U.S. Treasury 1-3 Year Index
in USD
|
3.59
|
1.40
|
1.09
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.24
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.05%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
5.55%
|
September 30, 2011
|
Lowest
|
-3.40%
|
December 31, 2016
|
|
1 Year
|
5 Years
|
Since
Inception
(Mar. 19,
2010)
|
Vanguard Intermediate-Term Treasury Index Fund
Institutional Shares
|
|
|
|
Return Before Taxes
|
6.31%
|
2.39%
|
3.13%
|
Return After Taxes on Distributions
|
5.34
|
1.59
|
2.32
|
Return After Taxes on Distributions and Sale of Fund Shares
|
3.73
|
1.48
|
2.10
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. Treasury 3-10 Year Bond Index
|
6.43%
|
2.46%
|
3.23%
|
Spliced Bloomberg Barclays U.S. Treasury 3-10 Year Index
in USD
|
6.43
|
2.46
|
3.21
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.63
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.05%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
24.37%
|
September 30, 2011
|
Lowest
|
-11.87%
|
December 31, 2016
|
|
1 Year
|
5 Years
|
Since
Inception
(Jul. 30,
2010)
|
Vanguard Long-Term Treasury Index Fund
Institutional Shares
|
|
|
|
Return Before Taxes
|
14.30%
|
4.10%
|
5.96%
|
Return After Taxes on Distributions
|
13.13
|
2.95
|
4.73
|
Return After Taxes on Distributions and Sale of Fund Shares
|
8.44
|
2.61
|
4.13
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. Long Treasury Bond Index
|
14.83%
|
4.13%
|
6.04%
|
Spliced Bloomberg Barclays U.S. Long Treasury Index in USD
|
14.83
|
4.17
|
6.02
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.32
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.05%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
2.83%
|
September 30, 2010
|
Lowest
|
-1.13%
|
June 30, 2013
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Short-Term Corporate Bond Index Fund
Institutional Shares
|
|
|
|
Return Before Taxes
|
6.86%
|
2.81%
|
3.17%
|
Return After Taxes on Distributions
|
5.60
|
1.78
|
2.22
|
Return After Taxes on Distributions and Sale of Fund Shares
|
4.04
|
1.69
|
2.05
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. 1-5 Year Corporate Bond Index
|
6.99%
|
2.90%
|
3.32%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.78
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
0.25%
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.05%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$30
|
$41
|
$53
|
$89
|
|
Total Return
|
Quarter
|
Highest
|
5.57%
|
September 30, 2010
|
Lowest
|
-4.01%
|
June 30, 2013
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Intermediate-Term Corporate Bond Index Fund
Institutional Shares
|
|
|
|
Return Before Taxes
|
13.67%
|
4.61%
|
5.74%
|
Return After Taxes on Distributions
|
12.08
|
3.13
|
4.31
|
Return After Taxes on Distributions and Sale of Fund Shares
|
8.06
|
2.86
|
3.90
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. 5-10 Year Corporate Bond Index
|
14.27%
|
4.79%
|
5.94%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.78
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
1.00%
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.04%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$105
|
$116
|
$128
|
$164
|
|
Total Return
|
Quarter
|
Highest
|
9.22%
|
September 30, 2011
|
Lowest
|
-7.60%
|
June 30, 2015
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Long-Term Corporate Bond Index Fund
Institutional Shares
|
|
|
|
Return Before Taxes
|
21.93%
|
6.13%
|
7.93%
|
Return After Taxes on Distributions
|
19.94
|
4.23
|
5.95
|
Return After Taxes on Distributions and Sale of Fund Shares
|
12.90
|
3.81
|
5.36
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. 10+ Year Corporate Bond Index
|
23.89%
|
6.40%
|
7.99%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.78
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.04%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
2.30%
|
June 30, 2014
|
Lowest
|
-1.99%
|
December 31, 2016
|
|
1 Year
|
5 Years
|
Since
Inception
(Oct. 31,
2013)
|
Vanguard Mortgage-Backed Securities Index Fund
Institutional Shares
|
|
|
|
Return Before Taxes
|
6.18%
|
2.45%
|
2.76%
|
Return After Taxes on Distributions
|
4.98
|
1.44
|
1.77
|
Return After Taxes on Distributions and Sale of Fund Shares
|
3.64
|
1.42
|
1.67
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. MBS Float Adjusted Index
|
6.18%
|
2.51%
|
2.80%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.29
|
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 and 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.
|
Type of Bond (Maturity)
|
After a 1%
Increase
|
After a 1%
Decrease
|
After a 2%
Increase
|
After a 2%
Decrease
|
Short-Term (2.5 years)
|
$ 977
|
$ 1,024
|
$ 954
|
$ 1,049
|
Intermediate-Term (10 years)
|
922
|
1,086
|
851
|
1,180
|
Long-Term (20 years)
|
874
|
1,150
|
769
|
1,328
|
Plain Talk About Bonds and Interest Rates
|
As a rule, when interest rates rise, bond prices fall. The opposite is also true:
Bond prices go up when interest rates fall. Why do bond prices and interest
rates move in opposite directions? Let’s assume that you hold a bond
offering a 4% yield. A year later, interest rates are on the rise and bonds of
comparable quality and maturity are offered with a 5% yield. With
higher-yielding bonds available, you would have trouble selling your 4% bond
for the price you paid—you would probably have to lower your asking price.
On the other hand, if interest rates were falling and 3% bonds were being
offered, you should be able to sell your 4% bond for more than you paid.
|
How mortgage-backed securities are different: In general, declining interest
rates will not lift the prices of mortgage-backed securities—such as those
guaranteed by the Government National Mortgage Association—as much as
the prices of comparable bonds. Why? Because when interest rates fall, the
bond market tends to discount the prices of mortgage-backed securities for
prepayment risk—the possibility that homeowners will refinance their
mortgages at lower rates and cause the bonds to be paid off prior to
maturity. In part to compensate for this prepayment possibility,
mortgage-backed securities tend to offer higher yields than other bonds of
comparable credit quality and maturity. In contrast, when interest rates rise,
prepayments tend to slow down, subjecting mortgage-backed securities to
extension risk—the possibility that homeowners will repay their mortgages
at slower rates. This will lengthen the duration or average life of
mortgage-backed securities held by a fund and delay the fund’s ability to
reinvest proceeds at higher interest rates, making the fund more sensitive to
changes in interest rates.
|
Plain Talk About Bond Maturities
|
A bond is issued with a specific maturity date—the date when the issuer
must pay back the bond’s principal (face value). Bond maturities range from
less than 1 year to more than 30 years. Typically, the longer a bond’s maturity,
the more price risk you, as a bond investor, will face as interest rates
rise—but also the higher the potential yield you could receive. Longer-term
bonds are more suitable for investors willing to take a greater risk of price
fluctuations to get higher and more stable interest income. Shorter-term
bond investors should be willing to accept lower yields and greater income
variability in return for less fluctuation in the value of their investment. The
stated maturity of a bond may differ from the effective maturity of a bond,
which takes into consideration that an action such as a call or refunding may
cause bonds to be repaid before their stated maturity dates.
|
Plain Talk About Credit Quality
|
A bond’s credit quality rating is an assessment of the issuer’s ability to pay
interest on the bond and, ultimately, to repay the principal. The lower the
credit quality, the greater the perceived chance that the bond issuer will
default, or fail to meet its payment obligations. All things being equal, the
lower a bond’s credit quality, the higher its yield should be to compensate
investors for assuming additional risk. Mortgage-backed securities typically
have higher yields than comparable-quality corporate or government bonds
to make up for their higher prepayment risk.
|
Plain Talk About Types of Bonds
|
Bonds are issued (sold) by many sources: Corporations issue corporate
bonds; the federal government issues U.S. Treasury bonds; agencies of the
federal government issue agency bonds; financial institutions issue
asset-backed bonds; and mortgage holders issue “mortgage-backed”
pass-through certificates. Each issuer is responsible for paying back the
bond’s initial value as well as for making periodic interest payments. Many
bonds issued by government agencies and entities are neither guaranteed
nor insured by the U.S. government.
|
Vanguard Fund
|
Number of
Bonds in Fund
|
Number of Bonds
in Target Index
|
Short-Term Treasury Index Fund
|
96
|
94
|
Intermediate-Term Treasury Index Fund
|
116
|
113
|
Long-Term Treasury Index Fund
|
58
|
53
|
Short-Term Corporate Bond Index Fund
|
2,346
|
2,257
|
Intermediate-Term Corporate Bond Index
Fund
|
2,027
|
1,931
|
Long-Term Corporate Bond Index Fund
|
2,376
|
2,346
|
Mortgage-Backed Securities Index Fund
|
9211
|
460
|
|
Treasury Index
Funds
|
Corporate Bond
Index Funds
|
Mortgage-Backed
Securities
Index Fund
|
Corporate Debt Obligations
|
|
•
|
|
U.S. Government and Agency Bonds
|
•
|
•
|
•
|
Mortgage-Backed Securities
|
|
|
•
|
Mortgage Dollar Rolls
|
|
|
•
|
Cash Equivalent Investments,
Including Repurchase Agreements
|
•
|
•
|
•
|
Futures, Options, and Other
Derivatives
|
•
|
•
|
•
|
International Dollar-Denominated
Bonds
|
|
•
|
|
Plain Talk About U.S. Government-Sponsored Enterprises
|
A variety of U.S. government-sponsored enterprises (GSEs), such as the
Federal Home Loan Mortgage Corporation (FHLMC), the Federal National
Mortgage Association (FNMA), and the Federal Home Loan Banks (FHLBs),
issue debt and mortgage-backed securities. Although GSEs may be chartered
or sponsored by acts of Congress, they are not funded by congressional
appropriations. In September of 2008, the U.S. Treasury placed FNMA and
FHLMC under conservatorship and appointed the Federal Housing Finance
Agency (FHFA) to manage their daily operations. In addition, the U.S. Treasury
entered into purchase agreements with FNMA and FHLMC to provide them
with capital in exchange for senior preferred stock. Generally, a GSE’s
securities are neither issued nor guaranteed by the U.S. Treasury and are not
backed by the full faith and credit of the U.S. government. In most cases,
these securities are supported only by the credit of the GSE, standing alone. In
some cases, a GSE’s securities may be supported by the ability of the GSE to
borrow from the U.S. Treasury or may be supported by the U.S. government in
some other way. Securities issued by the Government National Mortgage
Association (GNMA), however, are backed by the full faith and credit of the
U.S. government.
|
Plain Talk About Derivatives
|
Derivatives can take many forms. Some forms of derivatives—such as
exchange-traded futures and options on securities, commodities, or
indexes—have been trading on regulated exchanges for decades. These
types of derivatives are standardized contracts that can easily be bought and
sold and whose market values are determined and published daily. On the
other hand, non-exchange-traded derivatives—such as certain swap
agreements—tend to be more specialized or complex and may be more
difficult to accurately value.
|
Plain Talk About Vanguard’s Unique Corporate Structure
|
The Vanguard Group is owned jointly by the funds it oversees and thus
indirectly by the shareholders in those funds. Most other mutual funds are
operated by management companies that are owned by third parties—either
public or private stockholders—and not by the funds they serve.
|
Plain Talk About Distributions
|
As a shareholder, you are entitled to your portion of a fund’s income from
interest as well as capital gains from the fund’s sale of investments. Income
consists of interest the fund earns from its money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term
or long-term, depending on whether the fund held the securities for one year
or less or for more than one year.
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$25.57
|
$25.06
|
$25.49
|
$25.60
|
$25.57
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.4211
|
0.5981
|
0.4251
|
0.2601
|
0.207
|
Net Realized and Unrealized Gain (Loss) on Investments
|
0.445
|
0.490
|
(0.467)
|
(0.117)
|
0.042
|
Total from Investment Operations
|
0.866
|
1.088
|
(0.042)
|
0.143
|
0.249
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.416)
|
(0.578)
|
(0.388)
|
(0.249)
|
(0.209)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
(0.004)
|
(0.010)
|
Total Distributions
|
(0.416)
|
(0.578)
|
(0.388)
|
(0.253)
|
(0.219)
|
Net Asset Value, End of Period
|
$26.02
|
$25.57
|
$25.06
|
$25.49
|
$25.60
|
Total Return
|
3.42%
|
4.40%
|
–0.16%
|
0.56%
|
0.98%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$1,104
|
$974
|
$508
|
$208
|
$92
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
Ratio of Net Investment Income to Average Net Assets
|
1.63%
|
2.37%
|
1.63%
|
1.03%
|
0.82%
|
Portfolio Turnover Rate2
|
67%
|
55%
|
67%
|
60%
|
73%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$28.15
|
$26.23
|
$27.33
|
$27.86
|
$27.12
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.5271
|
0.6341
|
0.5241
|
0.4411
|
0.437
|
Net Realized and Unrealized Gain (Loss) on Investments
|
1.355
|
1.908
|
(1.114)
|
(0.507)
|
0.752
|
Total from Investment Operations
|
1.882
|
2.542
|
(0.590)
|
(0.066)
|
1.189
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.522)
|
(0.622)
|
(0.510)
|
(0.430)
|
(0.438)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
(0.034)
|
(0.011)
|
Total Distributions
|
(0.522)
|
(0.622)
|
(0.510)
|
(0.464)
|
(0.449)
|
Net Asset Value, End of Period
|
$29.51
|
$28.15
|
$26.23
|
$27.33
|
$27.86
|
Total Return
|
6.76%
|
9.83%
|
–2.16%
|
–0.21%
|
4.42%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$1,558
|
$1,183
|
$390
|
$336
|
$272
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
Ratio of Net Investment Income to Average Net Assets
|
1.83%
|
2.36%
|
1.99%
|
1.63%
|
1.63%
|
Portfolio Turnover Rate2
|
28%
|
29%
|
31%
|
32%
|
37%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$38.43
|
$31.66
|
$33.56
|
$36.49
|
$32.00
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.8221
|
0.9021
|
0.8831
|
0.8651
|
0.868
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
3.748
|
6.753
|
(1.915)
|
(2.942)
|
4.492
|
Total from Investment Operations
|
4.570
|
7.655
|
(1.032)
|
(2.077)
|
5.360
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.810)
|
(0.885)
|
(0.868)
|
(0.853)
|
(0.870)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(0.810)
|
(0.885)
|
(0.868)
|
(0.853)
|
(0.870)
|
Net Asset Value, End of Period
|
$42.19
|
$38.43
|
$31.66
|
$33.56
|
$36.49
|
Total Return
|
12.03%
|
24.71%
|
–3.07%
|
–5.60%
|
16.99%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$1,234
|
$1,054
|
$452
|
$213
|
$138
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
Ratio of Net Investment Income to Average Net
Assets
|
2.06%
|
2.75%
|
2.75%
|
2.64%
|
2.60%
|
Portfolio Turnover Rate2
|
29%
|
16%
|
19%
|
19%
|
18%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$27.00
|
$26.06
|
$26.70
|
$26.80
|
$26.41
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.7131
|
0.7681
|
0.6561
|
0.5941
|
0.558
|
Net Realized and Unrealized Gain (Loss) on Investments
|
0.604
|
0.939
|
(0.641)
|
(0.111)
|
0.413
|
Total from Investment Operations
|
1.317
|
1.707
|
0.015
|
0.483
|
0.971
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.707)
|
(0.767)
|
(0.655)
|
(0.583)
|
(0.560)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
(0.021)
|
Total Distributions
|
(0.707)
|
(0.767)
|
(0.655)
|
(0.583)
|
(0.581)
|
Net Asset Value, End of Period
|
$27.61
|
$27.00
|
$26.06
|
$26.70
|
$26.80
|
Total Return
|
4.96%
|
6.66%
|
0.07%
|
1.84%
|
3.72%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$1,661
|
$1,633
|
$1,706
|
$1,515
|
$1,020
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
Ratio of Net Investment Income to Average Net Assets
|
2.63%
|
2.92%
|
2.50%
|
2.23%
|
2.13%
|
Portfolio Turnover Rate2
|
56%
|
51%
|
56%
|
66%
|
57%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$30.53
|
$27.94
|
$29.38
|
$29.75
|
$28.06
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.9401
|
1.0441
|
0.9831
|
0.9621
|
0.949
|
Net Realized and Unrealized Gain (Loss) on Investments
|
1.394
|
2.584
|
(1.446)
|
(0.392)
|
1.690
|
Total from Investment Operations
|
2.334
|
3.628
|
(0.463)
|
0.570
|
2.639
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.914)
|
(1.038)
|
(0.977)
|
(0.940)
|
(0.949)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(0.914)
|
(1.038)
|
(0.977)
|
(0.940)
|
(0.949)
|
Net Asset Value, End of Period
|
$31.95
|
$30.53
|
$27.94
|
$29.38
|
$29.75
|
Total Return2
|
7.81%
|
13.30%
|
–1.57%
|
2.01%
|
9.58%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$357
|
$406
|
$492
|
$572
|
$387
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
Ratio of Net Investment Income to Average Net Assets
|
3.07%
|
3.65%
|
3.46%
|
3.32%
|
3.36%
|
Portfolio Turnover Rate3
|
72%
|
59%
|
65%
|
65%
|
71%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$34.18
|
$29.36
|
$31.25
|
$32.02
|
$28.31
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
1.2501
|
1.3141
|
1.2991
|
1.3061
|
1.306
|
Net Realized and Unrealized Gain (Loss) on
Investments2
|
1.387
|
4.812
|
(1.895)
|
(0.790)
|
3.710
|
Total from Investment Operations
|
2.637
|
6.126
|
(0.596)
|
0.516
|
5.016
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(1.227)
|
(1.306)
|
(1.294)
|
(1.286)
|
(1.306)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(1.227)
|
(1.306)
|
(1.294)
|
(1.286)
|
(1.306)
|
Net Asset Value, End of Period
|
$35.59
|
$34.18
|
$29.36
|
$31.25
|
$32.02
|
Total Return3
|
7.91%
|
21.58%
|
–1.95%
|
1.81%
|
18.22%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$268
|
$541
|
$786
|
$528
|
$384
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
Ratio of Net Investment Income to Average Net Assets
|
3.68%
|
4.36%
|
4.28%
|
4.29%
|
4.48%
|
Portfolio Turnover Rate4
|
62%
|
47%
|
48%
|
56%
|
59%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$28.81
|
$27.79
|
$28.69
|
$29.12
|
$28.73
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.6411
|
0.8461
|
0.7211
|
0.5711
|
0.532
|
Net Realized and Unrealized Gain (Loss) on Investments
|
0.636
|
1.011
|
(0.920)
|
(0.353)
|
0.522
|
Total from Investment Operations
|
1.277
|
1.857
|
(0.199)
|
0.218
|
1.054
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(0.647)
|
(0.837)
|
(0.701)
|
(0.560)
|
(0.534)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
(0.088)
|
(0.130)
|
Total Distributions
|
(0.647)
|
(0.837)
|
(0.701)
|
(0.648)
|
(0.664)
|
Net Asset Value, End of Period
|
$29.44
|
$28.81
|
$27.79
|
$28.69
|
$29.12
|
Total Return
|
4.48%
|
6.80%
|
–0.68%
|
0.79%
|
3.72%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$171
|
$119
|
$70
|
$52
|
$47
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
0.05%
|
Ratio of Net Investment Income to Average Net Assets
|
2.20%
|
3.01%
|
2.58%
|
2.02%
|
1.87%
|
Portfolio Turnover Rate2
|
218%
|
190%
|
279%
|
339%
|
380%
|
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
|
|
Inception
Date
|
Newspaper
Abbreviation
|
Vanguard
Fund Number
|
CUSIP
Number
|
Short-Term Treasury Index Fund
|
||||
Institutional Shares
|
8/23/2010
|
STGovIxInst
|
1642
|
92206C201
|
Intermediate-Term Treasury Index Fund
|
||||
Institutional Shares
|
3/19/2010
|
ITGovIxInst
|
1643
|
92206C805
|
Long-Term Treasury Index Fund
|
||||
Institutional Shares
|
7/30/2010
|
LTGovIxInst
|
1644
|
92206C839
|
Short-Term Corporate Bond Index Fund
|
||||
Institutional Shares
|
11/19/2009
|
STCorpIxInst
|
1645
|
92206C508
|
Intermediate-Term Corporate Bond Index Fund
|
||||
Institutional Shares
|
11/19/2009
|
ITCorpIxInst
|
1646
|
92206C862
|
Long-Term Corporate Bond Index Fund
|
||||
Institutional Shares
|
11/19/2009
|
LTCorpIxInst
|
1647
|
92206C797
|
Mortgage-Backed Securities Index Fund
|
||||
Institutional Shares
|
10/31/2013
|
MrgBkdIxInst
|
1648
|
92206C763
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.04%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
1.41%
|
June 30, 2019
|
Lowest
|
-0.47%
|
December 31, 2016
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Short-Term Treasury Index Fund ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
3.52%
|
1.33%
|
1.15%
|
Return After Taxes on Distributions
|
2.56
|
0.76
|
0.76
|
Return After Taxes on Distributions and Sale of Fund Shares
|
2.08
|
0.77
|
0.72
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
3.50
|
1.33
|
1.15
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. Treasury 1-3 Year Bond Index
|
3.59%
|
1.39%
|
1.23%
|
Spliced Bloomberg Barclays U.S. Treasury 1-3 Year Index
in USD
|
3.59
|
1.40
|
1.25
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.78
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.04%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
5.55%
|
September 30, 2011
|
Lowest
|
-3.43%
|
December 31, 2016
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Intermediate-Term Treasury Index Fund
ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
6.31%
|
2.37%
|
3.22%
|
Return After Taxes on Distributions
|
5.34
|
1.58
|
2.42
|
Return After Taxes on Distributions and Sale of Fund Shares
|
3.73
|
1.46
|
2.18
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
6.22
|
2.31
|
3.21
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. Treasury 3-10 Year Bond Index
|
6.43%
|
2.46%
|
3.36%
|
Spliced Bloomberg Barclays U.S. Treasury 3-10 Year Index
in USD
|
6.43
|
2.46
|
3.33
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.78
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.04%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
24.35%
|
September 30, 2011
|
Lowest
|
-11.89%
|
December 31, 2016
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Long-Term Treasury Index Fund ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
14.31%
|
4.08%
|
6.87%
|
Return After Taxes on Distributions
|
13.14
|
2.93
|
5.63
|
Return After Taxes on Distributions and Sale of Fund Shares
|
8.45
|
2.60
|
4.90
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
14.20
|
4.06
|
6.86
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. Long Treasury Bond Index
|
14.83%
|
4.13%
|
7.01%
|
Spliced Bloomberg Barclays U.S. Long Treasury Index in USD
|
14.83
|
4.17
|
6.98
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.78
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.04%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
2.82%
|
September 30, 2010
|
Lowest
|
-1.14%
|
June 30, 2013
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Short-Term Corporate Bond Index Fund
ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
6.85%
|
2.80%
|
3.14%
|
Return After Taxes on Distributions
|
5.60
|
1.77
|
2.20
|
Return After Taxes on Distributions and Sale of Fund Shares
|
4.04
|
1.68
|
2.03
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
7.01
|
2.77
|
3.08
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. 1-5 Year Corporate Bond Index
|
6.99%
|
2.90%
|
3.32%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.78
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.04%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
5.56%
|
September 30, 2010
|
Lowest
|
-4.04%
|
June 30, 2013
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Intermediate-Term Corporate Bond Index Fund
ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
13.97%
|
4.65%
|
5.82%
|
Return After Taxes on Distributions
|
12.37
|
3.17
|
4.31
|
Return After Taxes on Distributions and Sale of Fund Shares
|
8.23
|
2.89
|
3.91
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
14.17
|
4.63
|
5.78
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. 5-10 Year Corporate Bond Index
|
14.27%
|
4.79%
|
5.94%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.78
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.04%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
9.17%
|
September 30, 2011
|
Lowest
|
-7.61%
|
June 30, 2015
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Long-Term Corporate Bond Index Fund
ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
23.20%
|
6.34%
|
8.01%
|
Return After Taxes on Distributions
|
21.19
|
4.43
|
6.04
|
Return After Taxes on Distributions and Sale of Fund Shares
|
13.65
|
3.97
|
5.43
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
23.88
|
6.30
|
8.03
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. 10+ Year Corporate Bond Index
|
23.89%
|
6.40%
|
7.99%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.78
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.04%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
2.73%
|
June 30, 2010
|
Lowest
|
-2.00%
|
December 31, 2016
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Mortgage-Backed Securities Index Fund
ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
6.17%
|
2.44%
|
3.01%
|
Return After Taxes on Distributions
|
4.97
|
1.43
|
2.08
|
Return After Taxes on Distributions and Sale of Fund Shares
|
3.64
|
1.41
|
1.93
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
6.17
|
2.44
|
3.03
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Bloomberg Barclays U.S. MBS Float Adjusted Index
|
6.18%
|
2.51%
|
3.08%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
3.07
|
3.78
|
Vanguard Fund
|
Vanguard ETF Shares
|
Short-Term Treasury Index Fund
|
Short-Term Treasury ETF
|
Intermediate-Term Treasury Index Fund
|
Intermediate-Term Treasury ETF
|
Long-Term Treasury Index Fund
|
Long-Term Treasury ETF
|
Short-Term Corporate Bond Index Fund
|
Short-Term Corporate Bond ETF
|
Intermediate-Term Corporate Bond Index
Fund
|
Intermediate-Term Corporate Bond ETF
|
Long-Term Corporate Bond Index Fund
|
Long-Term Corporate Bond ETF
|
Mortgage-Backed Securities Index Fund
|
Mortgage-Backed Securities ETF
|
Plain Talk About Costs of Investing
|
Costs are an important consideration in choosing an ETF. That is because
you, as a shareholder, pay a proportionate share of the costs of operating a
fund and 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.
|
Type of Bond (Maturity)
|
After a 1%
Increase
|
After a 1%
Decrease
|
After a 2%
Increase
|
After a 2%
Decrease
|
Short-Term (2.5 years)
|
$ 977
|
$ 1,024
|
$ 954
|
$ 1,049
|
Intermediate-Term (10 years)
|
922
|
1,086
|
851
|
1,180
|
Long-Term (20 years)
|
874
|
1,150
|
769
|
1,328
|
Plain Talk About Bonds and Interest Rates
|
As a rule, when interest rates rise, bond prices fall. The opposite is also true:
Bond prices go up when interest rates fall. Why do bond prices and interest
rates move in opposite directions? Let’s assume that you hold a bond
offering a 4% yield. A year later, interest rates are on the rise and bonds of
comparable quality and maturity are offered with a 5% yield. With
higher-yielding bonds available, you would have trouble selling your 4% bond
for the price you paid—you would probably have to lower your asking price.
On the other hand, if interest rates were falling and 3% bonds were being
offered, you should be able to sell your 4% bond for more than you paid.
|
How mortgage-backed securities are different: In general, declining interest
rates will not lift the prices of mortgage-backed securities—such as those
guaranteed by the Government National Mortgage Association—as much as
the prices of comparable bonds. Why? Because when interest rates fall, the
bond market tends to discount the prices of mortgage-backed securities for
prepayment risk—the possibility that homeowners will refinance their
mortgages at lower rates and cause the bonds to be paid off prior to
maturity. In part to compensate for this prepayment possibility,
mortgage-backed securities tend to offer higher yields than other bonds of
comparable credit quality and maturity. In contrast, when interest rates rise,
prepayments tend to slow down, subjecting mortgage-backed securities to
extension risk—the possibility that homeowners will repay their mortgages
at slower rates. This will lengthen the duration or average life of
mortgage-backed securities held by a fund and delay the fund’s ability to
reinvest proceeds at higher interest rates, making the fund more sensitive to
changes in interest rates.
|
Plain Talk About Bond Maturities
|
A bond is issued with a specific maturity date—the date when the issuer
must pay back the bond’s principal (face value). Bond maturities range from
less than 1 year to more than 30 years. Typically, the longer a bond’s maturity,
the more price risk you, as a bond investor, will face as interest rates
rise—but also the higher the potential yield you could receive. Longer-term
bonds are more suitable for investors willing to take a greater risk of price
fluctuations to get higher and more stable interest income. Shorter-term
bond investors should be willing to accept lower yields and greater income
variability in return for less fluctuation in the value of their investment. The
stated maturity of a bond may differ from the effective maturity of a bond,
which takes into consideration that an action such as a call or refunding may
cause bonds to be repaid before their stated maturity dates.
|
Plain Talk About Credit Quality
|
A bond’s credit quality rating is an assessment of the issuer’s ability to pay
interest on the bond and, ultimately, to repay the principal. The lower the
credit quality, the greater the perceived chance that the bond issuer will
default, or fail to meet its payment obligations. All things being equal, the
lower a bond’s credit quality, the higher its yield should be to compensate
investors for assuming additional risk. Mortgage-backed securities typically
have higher yields than comparable-quality corporate or government bonds
to make up for their higher prepayment risk.
|
Plain Talk About Types of Bonds
|
Bonds are issued (sold) by many sources: Corporations issue corporate
bonds; the federal government issues U.S. Treasury bonds; agencies of the
federal government issue agency bonds; financial institutions issue
asset-backed bonds; and mortgage holders issue “mortgage-backed”
pass-through certificates. Each issuer is responsible for paying back the
bond’s initial value as well as for making periodic interest payments. Many
bonds issued by government agencies and entities are neither guaranteed
nor insured by the U.S. government.
|
Vanguard Fund
|
Number of
Bonds in Fund
|
Number of Bonds
in Target Index
|
Short-Term Treasury Index Fund
|
96
|
94
|
Intermediate-Term Treasury Index Fund
|
116
|
113
|
Long-Term Treasury Index Fund
|
58
|
53
|
Short-Term Corporate Bond Index Fund
|
2,346
|
2,257
|
Intermediate-Term Corporate Bond Index
Fund
|
2,027
|
1,931
|
Long-Term Corporate Bond Index Fund
|
2,376
|
2,346
|
Mortgage-Backed Securities Index Fund
|
9211
|
460
|
|
Treasury Index
Funds
|
Corporate Bond
Index Funds
|
Mortgage-Backed
Securities
Index Fund
|
Corporate Debt Obligations
|
|
•
|
|
U.S. Government and Agency Bonds
|
•
|
•
|
•
|
Mortgage-Backed Securities
|
|
|
•
|
Mortgage Dollar Rolls
|
|
|
•
|
Cash Equivalent Investments,
Including Repurchase Agreements
|
•
|
•
|
•
|
Futures, Options, and Other
Derivatives
|
•
|
•
|
•
|
International Dollar-Denominated
Bonds
|
|
•
|
|
Plain Talk About U.S. Government-Sponsored Enterprises
|
A variety of U.S. government-sponsored enterprises (GSEs), such as the
Federal Home Loan Mortgage Corporation (FHLMC), the Federal National
Mortgage Association (FNMA), and the Federal Home Loan Banks (FHLBs),
issue debt and mortgage-backed securities. Although GSEs may be chartered
or sponsored by acts of Congress, they are not funded by congressional
appropriations. In September of 2008, the U.S. Treasury placed FNMA and
FHLMC under conservatorship and appointed the Federal Housing Finance
Agency (FHFA) to manage their daily operations. In addition, the U.S. Treasury
entered into purchase agreements with FNMA and FHLMC to provide them
with capital in exchange for senior preferred stock. Generally, a GSE’s
securities are neither issued nor guaranteed by the U.S. Treasury and are not
backed by the full faith and credit of the U.S. government. In most cases,
these securities are supported only by the credit of the GSE, standing alone. In
some cases, a GSE’s securities may be supported by the ability of the GSE to
borrow from the U.S. Treasury or may be supported by the U.S. government in
some other way. Securities issued by the Government National Mortgage
Association (GNMA), however, are backed by the full faith and credit of the
U.S. government.
|
Plain Talk About Derivatives
|
Derivatives can take many forms. Some forms of derivatives—such as
exchange-traded futures and options on securities, commodities, or
indexes—have been trading on regulated exchanges for decades. These
types of derivatives are standardized contracts that can easily be bought and
sold and whose market values are determined and published daily. On the
other hand, non-exchange-traded derivatives—such as certain swap
agreements—tend to be more specialized or complex and may be more
difficult to accurately value.
|
Plain Talk About Vanguard’s Unique Corporate Structure
|
The Vanguard Group is owned jointly by the funds it oversees and thus
indirectly by the shareholders in those funds. Most other mutual funds are
operated by management companies that are owned by third parties—either
public or private stockholders—and not by the funds they serve.
|
Plain Talk About Distributions
|
As a shareholder, you are entitled to your portion of a fund’s income from
interest as well as capital gains from the fund’s sale of investments. Income
consists of interest the fund earns from its money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term
or long-term, depending on whether the fund held the securities for one year
or less or for more than one year.
|
|
Inception Date
|
Vanguard
Fund
Number
|
CUSIP
Number
|
Short-Term Treasury Index Fund
|
|
|
|
ETF Shares
|
11/19/2009
|
3142
|
92206C102
|
Intermediate-Term Treasury Index Fund
|
|
|
|
ETF Shares
|
11/19/2009
|
3143
|
92206C706
|
Long-Term Treasury Index Fund
|
|
|
|
ETF Shares
|
11/19/2009
|
3144
|
92206C847
|
Short-Term Corporate Bond Index Fund
|
|
|
|
ETF Shares
|
11/19/2009
|
3145
|
92206C409
|
Intermediate-Term Corporate Bond Index Fund
|
|
|
|
ETF Shares
|
11/19/2009
|
3146
|
92206C870
|
Long-Term Corporate Bond Index Fund
|
|
|
|
ETF Shares
|
11/19/2009
|
3147
|
92206C813
|
Mortgage-Backed Securities Index Fund
|
|
|
|
ETF Shares
|
11/19/2009
|
3148
|
92206C771
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$61.12
|
$59.89
|
$60.86
|
$61.14
|
$61.03
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
0.9561
|
1.4301
|
0.9651
|
0.6141
|
0.478
|
Net Realized and Unrealized Gain (Loss) on Investments
|
1.115
|
1.165
|
(1.062)
|
(0.311)
|
0.118
|
Total from Investment Operations
|
2.071
|
2.595
|
(0.097)
|
0.303
|
0.596
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(1.061)
|
(1.365)
|
(0.873)
|
(0.573)
|
(0.462)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
(0.010)
|
(0.024)
|
Total Distributions
|
(1.061)
|
(1.365)
|
(0.873)
|
(0.583)
|
(0.486)
|
Net Asset Value, End of Period
|
$62.13
|
$61.12
|
$59.89
|
$60.86
|
$61.14
|
Total Return
|
3.43%
|
4.39%
|
–0.15%
|
0.50%
|
0.98%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$9,140
|
$5,334
|
$3,080
|
$1,832
|
$908
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net Assets
|
1.55%
|
2.37%
|
1.61%
|
1.01%
|
0.80%
|
Portfolio Turnover Rate2
|
67%
|
55%
|
67%
|
60%
|
73%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$67.26
|
$62.67
|
$65.29
|
$66.54
|
$64.80
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
1.2391
|
1.5151
|
1.2501
|
1.0431
|
1.035
|
Net Realized and Unrealized Gain (Loss) on Investments
|
3.248
|
4.552
|
(2.691)
|
(1.201)
|
1.770
|
Total from Investment Operations
|
4.487
|
6.067
|
(1.441)
|
(0.158)
|
2.805
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(1.287)
|
(1.477)
|
(1.179)
|
(1.011)
|
(1.038)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
(0.081)
|
(0.027)
|
Total Distributions
|
(1.287)
|
(1.477)
|
(1.179)
|
(1.092)
|
(1.065)
|
Net Asset Value, End of Period
|
$70.46
|
$67.26
|
$62.67
|
$65.29
|
$66.54
|
Total Return
|
6.76%
|
9.84%
|
–2.21%
|
–0.21%
|
4.37%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$6,547
|
$4,353
|
$2,680
|
$1,329
|
$908
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net Assets
|
1.80%
|
2.36%
|
1.97%
|
1.61%
|
1.61%
|
Portfolio Turnover Rate2
|
28%
|
29%
|
31%
|
32%
|
37%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$90.17
|
$74.33
|
$78.76
|
$85.64
|
$75.13
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
1.9151
|
2.1151
|
2.0501
|
2.0061
|
2.021
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
8.772
|
15.798
|
(4.469)
|
(6.905)
|
10.511
|
Total from Investment Operations
|
10.687
|
17.913
|
(2.419)
|
(4.899)
|
12.532
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(1.927)
|
(2.073)
|
(2.011)
|
(1.981)
|
(2.022)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(1.927)
|
(2.073)
|
(2.011)
|
(1.981)
|
(2.022)
|
Net Asset Value, End of Period
|
$98.93
|
$90.17
|
$74.33
|
$78.76
|
$85.64
|
Total Return
|
12.02%
|
24.69%
|
–3.07%
|
–5.63%
|
16.96%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$2,138
|
$1,282
|
$676
|
$549
|
$578
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net
Assets
|
2.03%
|
2.75%
|
2.73%
|
2.62%
|
2.58%
|
Portfolio Turnover Rate2
|
29%
|
16%
|
19%
|
19%
|
18%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$81.18
|
$78.32
|
$80.25
|
$80.52
|
$79.33
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
2.1271
|
2.3111
|
1.9501
|
1.7681
|
1.661
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
1.815
|
2.826
|
(1.953)
|
(0.317)
|
1.240
|
Total from Investment Operations
|
3.942
|
5.137
|
(0.003)
|
1.451
|
2.901
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(2.172)
|
(2.277)
|
(1.927)
|
(1.721)
|
(1.648)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
(0.063)
|
Total Distributions
|
(2.172)
|
(2.277)
|
(1.927)
|
(1.721)
|
(1.711)
|
Net Asset Value, End of Period
|
$82.95
|
$81.18
|
$78.32
|
$80.25
|
$80.52
|
Total Return
|
4.95%
|
6.68%
|
0.01%
|
1.84%
|
3.71%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$31,797
|
$24,537
|
$21,511
|
$20,862
|
$14,121
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net
Assets
|
2.62%
|
2.92%
|
2.48%
|
2.21%
|
2.11%
|
Portfolio Turnover Rate2
|
56%
|
51%
|
56%
|
66%
|
57%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$91.82
|
$84.02
|
$88.35
|
$89.47
|
$84.39
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
2.7611
|
3.1321
|
2.9351
|
2.8691
|
2.831
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
4.205
|
7.768
|
(4.362)
|
(1.184)
|
5.083
|
Total from Investment Operations
|
6.966
|
10.900
|
(1.427)
|
1.685
|
7.914
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(2.806)
|
(3.100)
|
(2.903)
|
(2.805)
|
(2.834)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(2.806)
|
(3.100)
|
(2.903)
|
(2.805)
|
(2.834)
|
Net Asset Value, End of Period
|
$95.98
|
$91.82
|
$84.02
|
$88.35
|
$89.47
|
Total Return
|
7.78%
|
13.33%
|
–1.62%
|
1.98%
|
9.58%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$38,944
|
$24,080
|
$19,302
|
$16,699
|
$10,048
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net
Assets
|
2.99%
|
3.65%
|
3.44%
|
3.30%
|
3.34%
|
Portfolio Turnover Rate2
|
72%
|
59%
|
65%
|
65%
|
71%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$102.86
|
$88.35
|
$94.07
|
$96.37
|
$85.25
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
3.7011
|
3.9361
|
3.8801
|
3.8971
|
3.905
|
Net Realized and Unrealized Gain (Loss) on
Investments2
|
4.189
|
14.458
|
(5.722)
|
(2.356)
|
11.127
|
Total from Investment Operations
|
7.890
|
18.394
|
(1.842)
|
1.541
|
15.032
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(3.740)
|
(3.884)
|
(3.878)
|
(3.841)
|
(3.912)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(3.740)
|
(3.884)
|
(3.878)
|
(3.841)
|
(3.912)
|
Net Asset Value, End of Period
|
$107.01
|
$102.86
|
$88.35
|
$94.07
|
$96.37
|
Total Return
|
7.90%
|
21.60%
|
–2.01%
|
1.81%
|
18.21%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$5,214
|
$4,074
|
$2,509
|
$2,098
|
$1,494
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net
Assets
|
3.60%
|
4.36%
|
4.26%
|
4.27%
|
4.46%
|
Portfolio Turnover Rate3
|
62%
|
47%
|
48%
|
56%
|
59%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$53.26
|
$51.38
|
$53.00
|
$53.79
|
$53.05
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
1.1971
|
1.5641
|
1.3251
|
1.0591
|
0.967
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
1.146
|
1.859
|
(1.683)
|
(0.682)
|
0.968
|
Total from Investment Operations
|
2.343
|
3.423
|
(0.358)
|
0.377
|
1.935
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(1.243)
|
(1.543)
|
(1.262)
|
(1.004)
|
(0.955)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
(0.163)
|
(0.240)
|
Total Distributions
|
(1.243)
|
(1.543)
|
(1.262)
|
(1.167)
|
(1.195)
|
Net Asset Value, End of Period
|
$54.36
|
$53.26
|
$51.38
|
$53.00
|
$53.79
|
Total Return
|
4.45%
|
6.80%
|
–0.67%
|
0.74%
|
3.70%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$11,643
|
$10,316
|
$7,193
|
$4,252
|
$2,837
|
Ratio of Total Expenses to Average Net Assets
|
0.05%
|
0.05%
|
0.07%
|
0.07%
|
0.07%
|
Ratio of Net Investment Income to Average Net Assets
|
2.22%
|
3.01%
|
2.56%
|
2.00%
|
1.85%
|
Portfolio Turnover Rate2
|
218%
|
190%
|
279%
|
339%
|
380%
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.00%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.00%
|
Acquired Fund Fees and Expenses
|
0.05%
|
Total Annual Fund Operating Expenses
|
0.05%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$5
|
$16
|
$28
|
$64
|
|
Total Return
|
Quarter
|
Highest
|
5.28%
|
March 31, 2019
|
Lowest
|
-2.28%
|
March 31, 2018
|
|
1 Year
|
Since
Inception
(Nov. 7,
2017)
|
Vanguard Total Corporate Bond ETF Shares
|
|
|
Based on NAV
|
|
|
Return Before Taxes
|
14.50%
|
5.53%
|
Return After Taxes on Distributions
|
12.91
|
4.03
|
Return After Taxes on Distributions and Sale of Fund Shares
|
8.54
|
3.56
|
Based on Market Price
|
|
|
Return Before Taxes
|
14.61
|
5.55
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
Bloomberg Barclays U.S. Corporate Bond Index
|
14.54%
|
5.52%
|
Bloomberg Barclays U.S. Aggregate Float Adjusted Index
|
8.87
|
4.01
|
Plain Talk About Fund Expenses
|
All 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 Total Corporate Bond ETF Shares’ expense
ratio would be 0.05%, or $0.50 per $1,000 of average net assets. The
average expense ratio for core bond funds in 2019 was 0.69%, or $6.90 per
$1,000 of average net assets (derived from data provided by Lipper, a
Thomson Reuters Company, which reports on the fund industry).
|
Plain Talk About Costs of Investing
|
Costs are an important consideration in choosing an ETF. That is because
you, as a shareholder, pay a proportionate share of the costs of operating a
fund and 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.
|
Type of Bond (Maturity)
|
After a 1%
Increase
|
After a 1%
Decrease
|
After a 2%
Increase
|
After a 2%
Decrease
|
Short-Term (2.5 years)
|
$ 977
|
$ 1,024
|
$ 954
|
$ 1,049
|
Intermediate-Term (10 years)
|
922
|
1,086
|
851
|
1,180
|
Long-Term (20 years)
|
874
|
1,150
|
769
|
1,328
|
Plain Talk About Bonds and Interest Rates
|
As a rule, when interest rates rise, bond prices fall. The opposite is also true:
Bond prices go up when interest rates fall. Why do bond prices and interest
rates move in opposite directions? Let’s assume that you hold a bond
offering a 4% yield. A year later, interest rates are on the rise and bonds of
comparable quality and maturity are offered with a 5% yield. With
higher-yielding bonds available, you would have trouble selling your 4% bond
for the price you paid—you would probably have to lower your asking price.
On the other hand, if interest rates were falling and 3% bonds were being
offered, you should be able to sell your 4% bond for more than you paid.
|
Plain Talk About Bond Maturities
|
A bond is issued with a specific maturity date—the date when the issuer
must pay back the bond’s principal (face value). Bond maturities range from
less than 1 year to more than 30 years. Typically, the longer a bond’s maturity,
the more price risk you, as a bond investor, will face as interest rates
rise—but also the higher the potential yield you could receive. Longer-term
bonds are more suitable for investors willing to take a greater risk of price
fluctuations to get higher and more stable interest income. Shorter-term
bond investors should be willing to accept lower yields and greater income
variability in return for less fluctuation in the value of their investment. The
stated maturity of a bond may differ from the effective maturity of a bond,
which takes into consideration that an action such as a call or refunding may
cause bonds to be repaid before their stated maturity dates.
|
Plain Talk About Credit Quality
|
A bond’s credit quality rating is an assessment of the issuer’s ability to pay
interest on the bond and, ultimately, to repay the principal. The lower the
credit quality, the greater the perceived chance that the bond issuer will
default, or fail to meet its payment obligations. All things being equal, the
lower a bond’s credit quality, the higher its yield should be to compensate
investors for assuming additional risk.
|
Plain Talk About Vanguard’s Unique Corporate Structure
|
The Vanguard Group is owned jointly by the funds it oversees and thus
indirectly by the shareholders in those funds. Most other mutual funds are
operated by management companies that are owned by third parties—either
public or private stockholders—and not by the funds they serve.
|
Plain Talk About Distributions
|
As a shareholder, you are entitled to your portion of a fund’s income from
interest as well as capital gains from the fund’s sale of investments. Income
consists of interest the fund earns from its money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term
or long-term, depending on whether the fund held the securities for one year
or less or for more than one year.
|
|
Inception Date
|
Vanguard Fund Number
|
CUSIP Number
|
Total Corporate Bond ETF
|
11/7/2017
|
985
|
92206C573
|
|
Year Ended Aug. 31,
|
Nov. 7,
20171 to
Aug. 31,
2018
|
|
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
|
Net Asset Value, Beginning of Period
|
$89.19
|
$81.59
|
$85.00
|
Investment Operations
|
|
|
|
Net Investment Income2
|
2.638
|
2.825
|
2.081
|
Capital Gain Distributions Received
|
—
|
—
|
—
|
Net Realized and Unrealized Gain (Loss) on Investments
|
3.614
|
7.717
|
(3.445)
|
Total from Investment Operations
|
6.252
|
10.542
|
(1.364)
|
Distributions
|
|
|
|
Dividends from Net Investment Income
|
(2.822)
|
(2.942)
|
(2.046)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
Total Distributions
|
(2.822)
|
(2.942)
|
(2.046)
|
Net Asset Value, End of Period
|
$92.62
|
$89.19
|
$81.59
|
Total Return
|
7.18%
|
13.29%
|
–1.60%
|
Ratios/Supplemental Data
|
|
|
|
Net Assets, End of Period (Millions)
|
$619
|
$203
|
$55
|
Ratio of Total Expenses to Average Net Assets
|
—
|
—
|
—*
|
Acquired Fund Fees and Expenses
|
0.05%
|
0.05%
|
0.07%*
|
Ratio of Net Investment Income to Average Net Assets
|
2.94%
|
3.38%
|
3.10%*
|
Portfolio Turnover Rate3
|
40%
|
12%
|
4%
|
33
|
|
33
|
|
36
|
|
37
|
|
41
|
|
41
|
|
44
|
|
47
|
|
49
|
|
50
|
|
50
|
|
52
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.06%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.07%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$7
|
$23
|
$40
|
$90
|
|
Total Return
|
Quarter
|
Highest
|
13.99%
|
March 31, 2019
|
Lowest
|
-14.69%
|
September 30, 2011
|
|
1 Year
|
5 Years
|
Since
Inception
(Oct. 15,
2010)
|
Vanguard Russell 1000 Index Fund Institutional Shares
|
|
|
|
Return Before Taxes
|
31.36%
|
11.38%
|
13.77%
|
Return After Taxes on Distributions
|
30.80
|
10.88
|
13.31
|
Return After Taxes on Distributions and Sale of Fund Shares
|
18.90
|
8.96
|
11.41
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 1000 Index
|
31.43%
|
11.48%
|
13.87%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
13.64
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.06%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.07%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$7
|
$23
|
$40
|
$90
|
|
Total Return
|
Quarter
|
Highest
|
13.09%
|
December 31, 2011
|
Lowest
|
-16.24%
|
September 30, 2011
|
|
1 Year
|
5 Years
|
Since
Inception
(Dec. 10,
2010)
|
Vanguard Russell 1000 Value Index Fund
Institutional Shares
|
|
|
|
Return Before Taxes
|
26.49%
|
8.20%
|
11.48%
|
Return After Taxes on Distributions
|
25.73
|
7.58
|
10.91
|
Return After Taxes on Distributions and Sale of Fund Shares
|
16.11
|
6.36
|
9.37
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 1000 Value Index
|
26.54%
|
8.29%
|
11.57%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
13.08
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.06%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.07%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$7
|
$23
|
$40
|
$90
|
|
Total Return
|
Quarter
|
Highest
|
16.08%
|
March 31, 2019
|
Lowest
|
-15.89%
|
December 31, 2018
|
|
1 Year
|
5 Years
|
Since
Inception
(Dec. 6,
2010)
|
Vanguard Russell 1000 Growth Index Fund
Institutional Shares
|
|
|
|
Return Before Taxes
|
36.30%
|
14.55%
|
15.07%
|
Return After Taxes on Distributions
|
35.93
|
14.19
|
14.72
|
Return After Taxes on Distributions and Sale of Fund Shares
|
21.71
|
11.62
|
12.58
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 1000 Growth Index
|
36.39%
|
14.63%
|
15.17%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
13.24
|
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 and 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.
|
Vanguard Fund
|
Asset-Weighted Median
Market Capitalization
|
Russell 1000 Index Fund
|
$139.6 billion
|
Russell 1000 Value Index Fund
|
64.45
|
Russell 1000 Growth Index Fund
|
269.30
|
Plain Talk About Growth Funds and Value Funds
|
Growth investing and value investing are two styles employed by stock-fund
managers. Growth funds generally invest in stocks of companies believed to
have above-average potential for growth in revenue, earnings, cash flow, or
other similar criteria. These stocks typically have low dividend yields, if any,
and above-average prices in relation to measures such as earnings and book
value. Value funds typically invest in stocks whose prices are below average
in relation to those measures; these stocks often have above-average
dividend yields. Value stocks also may remain undervalued by the market for
long periods of time. Growth and value stocks have historically produced
similar long-term returns, though each category has periods when it
outperforms the other.
|
Plain Talk About Vanguard’s Unique Corporate Structure
|
The Vanguard Group is owned jointly by the funds it oversees and thus
indirectly by the shareholders in those funds. Most other mutual funds are
operated by management companies that are owned by third parties—either
public or private stockholders—and not by the funds they serve.
|
Plain Talk About Distributions
|
As a shareholder, you are entitled to your portion of a fund’s income from
interest and dividends as well as capital gains from the fund’s 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.
|
Plain Talk About Buying a Dividend
|
Unless you are a tax-exempt investor or investing through a tax-advantaged
account (such as an IRA or an employer-sponsored retirement or savings
plan), 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 received—even if you reinvest it in
more shares. To avoid buying a dividend, check a fund’s distribution schedule
before you invest.
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$260.26
|
$258.75
|
$220.06
|
$193.36
|
$176.99
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
4.9271
|
4.6451
|
4.3451
|
4.0801
|
3.732
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
52.362
|
1.483
|
38.573
|
26.609
|
16.259
|
Total from Investment Operations
|
57.289
|
6.128
|
42.918
|
30.689
|
19.991
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(4.959)
|
(4.618)
|
(4.228)
|
(3.989)
|
(3.621)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(4.959)
|
(4.618)
|
(4.228)
|
(3.989)
|
(3.621)
|
Net Asset Value, End of Period
|
$312.59
|
$260.26
|
$258.75
|
$220.06
|
$193.36
|
Total Return
|
22.45%
|
2.45%
|
19.72%
|
16.06%
|
11.47%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$2,523
|
$2,323
|
$2,134
|
$2,014
|
$1,549
|
Ratio of Total Expenses to Average Net Assets
|
0.07%
|
0.07%
|
0.08%
|
0.08%
|
0.08%
|
Ratio of Net Investment Income to Average Net
Assets
|
1.81%
|
1.86%
|
1.82%
|
1.98%
|
2.09%
|
Portfolio Turnover Rate2
|
9%
|
6%
|
9%
|
11%
|
9%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$213.25
|
$217.14
|
$197.85
|
$181.86
|
$165.50
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
5.5941
|
5.2941
|
4.9781
|
4.8501
|
4.359
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
(4.226)
|
(4.087)
|
19.227
|
15.821
|
16.249
|
Total from Investment Operations
|
1.368
|
1.207
|
24.205
|
20.671
|
20.608
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(5.618)
|
(5.097)
|
(4.915)
|
(4.681)
|
(4.248)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(5.618)
|
(5.097)
|
(4.915)
|
(4.681)
|
(4.248)
|
Net Asset Value, End of Period
|
$209.00
|
$213.25
|
$217.14
|
$197.85
|
$181.86
|
Total Return
|
0.81%
|
0.61%
|
12.39%
|
11.49%
|
12.72%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$1,207
|
$1,889
|
$1,603
|
$1,541
|
$1,485
|
Ratio of Total Expenses to Average Net Assets
|
0.07%
|
0.07%
|
0.08%
|
0.08%
|
0.08%
|
Ratio of Net Investment Income to Average Net
Assets
|
2.64%
|
2.52%
|
2.39%
|
2.52%
|
2.62%
|
Portfolio Turnover Rate2
|
24%
|
17%
|
16%
|
22%
|
18%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$316.39
|
$306.82
|
$244.34
|
$205.53
|
$188.88
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
3.6951
|
3.7111
|
3.4851
|
3.2911
|
3.147
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
134.792
|
9.061
|
62.293
|
38.832
|
16.449
|
Total from Investment Operations
|
138.487
|
12.772
|
65.778
|
42.123
|
19.596
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(3.727)
|
(3.202)
|
(3.298)
|
(3.313)
|
(2.946)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(3.727)
|
(3.202)
|
(3.298)
|
(3.313)
|
(2.946)
|
Net Asset Value, End of Period
|
$451.15
|
$316.39
|
$306.82
|
$244.34
|
$205.53
|
Total Return
|
44.24%
|
4.21%
|
27.14%
|
20.72%
|
10.48%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$3,542
|
$3,076
|
$3,182
|
$2,476
|
$1,989
|
Ratio of Total Expenses to Average Net Assets
|
0.07%
|
0.07%
|
0.08%
|
0.08%
|
0.08%
|
Ratio of Net Investment Income to Average Net
Assets
|
1.06%
|
1.26%
|
1.28%
|
1.49%
|
1.64%
|
Portfolio Turnover Rate2
|
14%
|
17%
|
15%
|
21%
|
15%
|
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
|
|
Inception
Date
|
Newspaper
Abbreviation
|
Vanguard
Fund
Number
|
CUSIP
Number
|
Russell 1000 Index Fund
|
|
|
|
|
Institutional Shares
|
10/15/2010
|
Russ1000IdxInst
|
1848
|
92206C722
|
Russell 1000 Value Index
Fund
|
|
|
|
|
Institutional Shares
|
12/10/2010
|
Russ1000ValIdxInst
|
1849
|
92206C698
|
Russell 1000 Growth
Index Fund
|
|
|
|
|
Institutional Shares
|
12/6/2010
|
Russ1000GwthIdxInst
|
1850
|
92206C672
|
32
|
|
32
|
|
35
|
|
36
|
|
40
|
|
40
|
|
43
|
|
46
|
|
48
|
|
49
|
|
49
|
|
51
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.04%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.04%
|
Total Annual Fund Operating Expenses
|
0.08%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$8
|
$26
|
$45
|
$103
|
|
Total Return
|
Quarter
|
Highest
|
15.44%
|
December 31, 2011
|
Lowest
|
-21.86%
|
September 30, 2011
|
|
1 Year
|
5 Years
|
Since
Inception
(Dec. 22,
2010)
|
Vanguard Russell 2000 Index Fund Institutional Shares
|
|
|
|
Return Before Taxes
|
25.61%
|
8.32%
|
10.21%
|
Return After Taxes on Distributions
|
25.09
|
7.89
|
9.81
|
Return After Taxes on Distributions and Sale of Fund Shares
|
15.35
|
6.43
|
8.24
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 2000 Index
|
25.53%
|
8.23%
|
10.14%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
12.93
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.05%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.03%
|
Total Annual Fund Operating Expenses
|
0.08%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$8
|
$26
|
$45
|
$103
|
|
Total Return
|
Quarter
|
Highest
|
14.09%
|
December 31, 2016
|
Lowest
|
-18.65%
|
December 31, 2018
|
|
1 Year
|
5 Years
|
Since
Inception
(Jul. 13,
2012)
|
Vanguard Russell 2000 Value Index Fund
Institutional Shares
|
|
|
|
Return Before Taxes
|
22.40%
|
7.01%
|
10.66%
|
Return After Taxes on Distributions
|
21.72
|
6.39
|
10.02
|
Return After Taxes on Distributions and Sale of Fund Shares
|
13.51
|
5.31
|
8.44
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 2000 Value Index
|
22.39%
|
6.99%
|
10.67%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
14.34
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.07%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.08%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$8
|
$26
|
$45
|
$103
|
|
Total Return
|
Quarter
|
Highest
|
17.18%
|
March 31, 2019
|
Lowest
|
-21.63%
|
December 31, 2018
|
|
1 Year
|
5 Years
|
Since
Inception
(May 25,
2011)
|
Vanguard Russell 2000 Growth Index Fund
Institutional Shares
|
|
|
|
Return Before Taxes
|
28.66%
|
9.49%
|
11.10%
|
Return After Taxes on Distributions
|
28.36
|
9.22
|
10.87
|
Return After Taxes on Distributions and Sale of Fund Shares
|
17.08
|
7.43
|
9.06
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 2000 Growth Index
|
28.48%
|
9.34%
|
10.99%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
12.85
|
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 and 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.
|
Vanguard Fund
|
Asset-Weighted Median
Market Capitalization
|
Russell 2000 Index Fund
|
$2.12 billion
|
Russell 2000 Value Index Fund
|
1.65
|
Russell 2000 Growth Index Fund
|
2.78
|
Plain Talk About Growth Funds and Value Funds
|
Growth investing and value investing are two styles employed by stock-fund
managers. Growth funds generally invest in stocks of companies believed to
have above-average potential for growth in revenue, earnings, cash flow, or
other similar criteria. These stocks typically have low dividend yields, if any,
and above-average prices in relation to measures such as earnings and book
value. Value funds typically invest in stocks whose prices are below average
in relation to those measures; these stocks often have above-average
dividend yields. Value stocks also may remain undervalued by the market for
long periods of time. Growth and value stocks have historically produced
similar long-term returns, though each category has periods when it
outperforms the other.
|
Plain Talk About Vanguard’s Unique Corporate Structure
|
The Vanguard Group is owned jointly by the funds it oversees and thus
indirectly by the shareholders in those funds. Most other mutual funds are
operated by management companies that are owned by third parties—either
public or private stockholders—and not by the funds they serve.
|
Plain Talk About Distributions
|
As a shareholder, you are entitled to your portion of a fund’s income from
interest and dividends as well as capital gains from the fund’s 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.
|
Plain Talk About Buying a Dividend
|
Unless you are a tax-exempt investor or investing through a tax-advantaged
account (such as an IRA or an employer-sponsored retirement or savings
plan), 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 received—even if you reinvest it in
more shares. To avoid buying a dividend, check a fund’s distribution schedule
before you invest.
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$229.03
|
$266.12
|
$214.65
|
$189.31
|
$177.40
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
3.2081
|
3.0781
|
3.1291
|
2.9561
|
2.606
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
10.710
|
(37.106)
|
51.369
|
25.315
|
12.503
|
Total from Investment Operations
|
13.918
|
(34.028)
|
54.498
|
28.271
|
15.109
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(3.108)
|
(3.062)
|
(3.028)
|
(2.931)
|
(3.199)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(3.108)
|
(3.062)
|
(3.028)
|
(2.931)
|
(3.199)
|
Net Asset Value, End of Period
|
$239.84
|
$229.03
|
$266.12
|
$214.65
|
$189.31
|
Total Return
|
6.15%
|
–12.83%
|
25.58%
|
15.03%
|
8.69%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$630
|
$859
|
$982
|
$576
|
$479
|
Ratio of Total Expenses to Average Net Assets
|
0.08%
|
0.08%
|
0.08%
|
0.08%
|
0.08%
|
Ratio of Net Investment Income to Average Net
Assets
|
1.41%
|
1.32%
|
1.30%
|
1.41%
|
1.59%
|
Portfolio Turnover Rate2
|
19%
|
16%
|
19%
|
23%
|
19%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$196.24
|
$234.81
|
$199.13
|
$178.76
|
$161.59
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
3.7831
|
3.9661
|
4.0291
|
3.7371
|
3.265
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
(15.303)
|
(38.670)
|
35.618
|
20.356
|
18.355
|
Total from Investment Operations
|
(11.520)
|
(34.704)
|
39.647
|
24.093
|
21.620
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(3.740)
|
(3.866)
|
(3.967)
|
(3.723)
|
(4.450)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(3.740)
|
(3.866)
|
(3.967)
|
(3.723)
|
(4.450)
|
Net Asset Value, End of Period
|
$180.98
|
$196.24
|
$234.81
|
$199.13
|
$178.76
|
Total Return
|
–5.97%
|
–14.88%
|
20.10%
|
13.55%
|
13.76%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$88
|
$140
|
$151
|
$146
|
$129
|
Ratio of Total Expenses to Average Net Assets
|
0.08%
|
0.08%
|
0.08%
|
0.08%
|
0.08%
|
Ratio of Net Investment Income to Average Net
Assets
|
2.04%
|
1.90%
|
1.85%
|
1.88%
|
2.14%
|
Portfolio Turnover Rate2
|
38%
|
27%
|
30%
|
36%
|
31%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$269.76
|
$305.04
|
$234.80
|
$203.79
|
$198.85
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
2.2751
|
2.0211
|
2.0261
|
2.1021
|
2.121
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
44.269
|
(35.267)
|
70.080
|
31.338
|
5.185
|
Total from Investment Operations
|
46.544
|
(33.246)
|
72.106
|
33.440
|
7.306
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(2.294)
|
(2.034)
|
(1.866)
|
(2.430)
|
(2.366)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(2.294)
|
(2.034)
|
(1.866)
|
(2.430)
|
(2.366)
|
Net Asset Value, End of Period
|
$314.01
|
$269.76
|
$305.04
|
$234.80
|
$203.79
|
Total Return
|
17.42%
|
–10.91%
|
30.85%
|
16.53%
|
3.74%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$500
|
$472
|
$545
|
$370
|
$219
|
Ratio of Total Expenses to Average Net Assets
|
0.08%
|
0.08%
|
0.08%
|
0.08%
|
0.08%
|
Ratio of Net Investment Income to Average Net
Assets
|
0.82%
|
0.75%
|
0.76%
|
0.95%
|
1.11%
|
Portfolio Turnover Rate2
|
38%
|
28%
|
35%
|
34%
|
33%
|
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
|
|
Inception
Date
|
Newspaper
Abbreviation
|
Vanguard
Fund
Number
|
CUSIP
Number
|
Russell 2000 Index Fund
|
|
|
|
|
Institutional Shares
|
12/22/2010
|
Russ2000IdxInst
|
1851
|
92206C656
|
Russell 2000 Value Index
Fund
|
|
|
|
|
Institutional Shares
|
7/13/2012
|
Russ2000ValIdxInst
|
1852
|
92206C631
|
Russell 2000 Growth
Index Fund
|
|
|
|
|
Institutional Shares
|
5/25/2011
|
Russ2000GwthIdxInst
|
1853
|
92206C615
|
19
|
|
19
|
|
22
|
|
23
|
|
27
|
|
28
|
|
30
|
|
34
|
|
35
|
|
36
|
|
37
|
|
39
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
0.07%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.08%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$8
|
$26
|
$45
|
$103
|
|
Total Return
|
Quarter
|
Highest
|
14.03%
|
March 31, 2019
|
Lowest
|
-15.29%
|
September 30, 2011
|
|
1 Year
|
5 Years
|
Since
Inception
(Nov. 1,
2010)
|
Vanguard Russell 3000 Index Fund Institutional Shares
|
|
|
|
Return Before Taxes
|
30.94%
|
11.16%
|
13.58%
|
Return After Taxes on Distributions
|
30.39
|
10.67
|
13.13
|
Return After Taxes on Distributions and Sale of Fund Shares
|
18.66
|
8.78
|
11.25
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 3000 Index
|
31.02%
|
11.24%
|
13.66%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
13.62
|
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 and 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.
|
Plain Talk About Vanguard’s Unique Corporate Structure
|
The Vanguard Group is owned jointly by the funds it oversees and thus
indirectly by the shareholders in those funds. Most other mutual funds are
operated by management companies that are owned by third parties—either
public or private stockholders—and not by the funds they serve.
|
Plain Talk About Distributions
|
As a shareholder, you are entitled to your portion of a fund’s income from
interest and dividends as well as capital gains from the fund’s 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.
|
Plain Talk About Buying a Dividend
|
Unless you are a tax-exempt investor or investing through a tax-advantaged
account (such as an IRA or an employer-sponsored retirement or savings
plan), 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 received—even if you reinvest it in
more shares. To avoid buying a dividend, check a fund’s distribution schedule
before you invest.
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$257.87
|
$259.33
|
$219.72
|
$193.10
|
$176.98
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
4.7391
|
4.4991
|
4.2201
|
3.9521
|
3.689
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
49.347
|
(1.394)
|
39.578
|
26.583
|
15.965
|
Total from Investment Operations
|
54.086
|
3.105
|
43.798
|
30.535
|
19.654
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(4.766)
|
(4.565)
|
(4.188)
|
(3.915)
|
(3.534)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(4.766)
|
(4.565)
|
(4.188)
|
(3.915)
|
(3.534)
|
Net Asset Value, End of Period
|
$307.19
|
$257.87
|
$259.33
|
$219.72
|
$193.10
|
Total Return
|
21.38%
|
1.27%
|
20.15%
|
16.00%
|
11.28%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$1,018
|
$871
|
$879
|
$755
|
$847
|
Ratio of Total Expenses to Average Net Assets
|
0.08%
|
0.08%
|
0.08%
|
0.08%
|
0.08%
|
Ratio of Net Investment Income to Average Net
Assets
|
1.76%
|
1.81%
|
1.77%
|
1.92%
|
2.05%
|
Portfolio Turnover Rate2
|
8%
|
10%
|
14%
|
16%
|
8%
|
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
|
|
Inception
Date
|
Newspaper
Abbreviation
|
Vanguard
Fund
Number
|
CUSIP
Number
|
Russell 3000 Index Fund
|
|
|
|
|
Institutional Shares
|
11/1/2010
|
Russ3000IdxInst
|
1854
|
92206C581
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.07%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.08%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$8
|
$26
|
$45
|
$103
|
|
Total Return
|
Quarter
|
Highest
|
13.98%
|
March 31, 2019
|
Lowest
|
-14.69%
|
September 30, 2011
|
|
1 Year
|
5 Years
|
Since
Inception
(Sept. 20,
2010)
|
Vanguard Russell 1000 Index Fund ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
31.36%
|
11.34%
|
14.00%
|
Return After Taxes on Distributions
|
30.81
|
10.85
|
13.56
|
Return After Taxes on Distributions and Sale of Fund Shares
|
18.90
|
8.94
|
11.64
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
31.34
|
11.33
|
14.00
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 1000 Index
|
31.43%
|
11.48%
|
14.14%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
13.94
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.06%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.02%
|
Total Annual Fund Operating Expenses
|
0.08%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$8
|
$26
|
$45
|
$103
|
|
Total Return
|
Quarter
|
Highest
|
13.07%
|
December 31, 2011
|
Lowest
|
-16.25%
|
September 30, 2011
|
|
1 Year
|
5 Years
|
Since
Inception
(Sept. 20,
2010)
|
Vanguard Russell 1000 Value Index Fund ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
26.50%
|
8.17%
|
12.02%
|
Return After Taxes on Distributions
|
25.74
|
7.55
|
11.47
|
Return After Taxes on Distributions and Sale of Fund Shares
|
16.11
|
6.33
|
9.87
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
26.51
|
8.16
|
12.02
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 1000 Value Index
|
26.54%
|
8.29%
|
12.16%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
13.94
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.07%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.08%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$8
|
$26
|
$45
|
$103
|
|
Total Return
|
Quarter
|
Highest
|
16.07%
|
March 31, 2019
|
Lowest
|
-15.90%
|
December 31, 2018
|
|
1 Year
|
5 Years
|
Since
Inception
(Sept. 20,
2010)
|
Vanguard Russell 1000 Growth Index Fund ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
36.29%
|
14.51%
|
15.91%
|
Return After Taxes on Distributions
|
35.93
|
14.15
|
15.57
|
Return After Taxes on Distributions and Sale of Fund Shares
|
21.70
|
11.59
|
13.37
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
36.33
|
14.50
|
15.91
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 1000 Growth Index
|
36.39%
|
14.63%
|
16.06%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
13.94
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.06%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.04%
|
Total Annual Fund Operating Expenses
|
0.10%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$10
|
$32
|
$56
|
$128
|
|
Total Return
|
Quarter
|
Highest
|
15.42%
|
December 31, 2011
|
Lowest
|
-21.86%
|
September 30, 2011
|
|
1 Year
|
5 Years
|
Since
Inception
(Sept. 20,
2010)
|
Vanguard Russell 2000 Index Fund ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
25.61%
|
8.26%
|
11.86%
|
Return After Taxes on Distributions
|
25.10
|
7.85
|
11.48
|
Return After Taxes on Distributions and Sale of Fund Shares
|
15.35
|
6.39
|
9.72
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
25.63
|
8.26
|
11.86
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 2000 Index
|
25.53%
|
8.23%
|
11.86%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
13.94
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.12%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.03%
|
Total Annual Fund Operating Expenses
|
0.15%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$15
|
$48
|
$85
|
$192
|
|
Total Return
|
Quarter
|
Highest
|
15.87%
|
December 31, 2011
|
Lowest
|
-21.42%
|
September 30, 2011
|
|
1 Year
|
5 Years
|
Since
Inception
(Sept. 20,
2010)
|
Vanguard Russell 2000 Value Index Fund ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
22.33%
|
6.90%
|
10.44%
|
Return After Taxes on Distributions
|
21.67
|
6.32
|
9.90
|
Return After Taxes on Distributions and Sale of Fund Shares
|
13.47
|
5.23
|
8.41
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
22.95
|
6.89
|
10.44
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 2000 Value Index
|
22.39%
|
6.99%
|
10.58%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
13.94
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.13%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.02%
|
Total Annual Fund Operating Expenses
|
0.15%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$15
|
$48
|
$85
|
$192
|
|
Total Return
|
Quarter
|
Highest
|
17.15%
|
March 31, 2019
|
Lowest
|
-22.29%
|
September 30, 2011
|
|
1 Year
|
5 Years
|
Since
Inception
(Sept. 20,
2010)
|
Vanguard Russell 2000 Growth Index Fund ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
28.59%
|
9.37%
|
13.05%
|
Return After Taxes on Distributions
|
28.31
|
9.14
|
12.86
|
Return After Taxes on Distributions and Sale of Fund Shares
|
17.03
|
7.35
|
10.85
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
28.70
|
9.37
|
13.05
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 2000 Growth Index
|
28.48%
|
9.34%
|
13.07%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
13.94
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Conversion to ETF Shares
|
None through Vanguard (Broker fees vary)
|
|
|
Management Fees
|
0.09%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
0.01%
|
Total Annual Fund Operating Expenses
|
0.10%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$10
|
$32
|
$56
|
$128
|
|
Total Return
|
Quarter
|
Highest
|
14.01%
|
March 31, 2019
|
Lowest
|
-15.30%
|
September 30, 2011
|
|
1 Year
|
5 Years
|
Since
Inception
(Sept. 20,
2010)
|
Vanguard Russell 3000 Index Fund ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
30.93%
|
11.09%
|
13.82%
|
Return After Taxes on Distributions
|
30.38
|
10.62
|
13.39
|
Return After Taxes on Distributions and Sale of Fund Shares
|
18.65
|
8.74
|
11.48
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
30.92
|
11.08
|
13.82
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
|
Russell 3000 Index
|
31.02%
|
11.24%
|
13.97%
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
|
30.90
|
11.18
|
13.94
|
Vanguard Fund
|
Vanguard ETF Shares
|
Seeks to Track
|
Russell 1000 Index Fund
|
Russell 1000 ETF
|
Large-cap stocks
|
Russell 1000 Value Index Fund
|
Russell 1000 Value ETF
|
Large-cap value stocks
|
Russell 1000 Growth Index Fund
|
Russell 1000 Growth ETF
|
Large-cap growth stocks
|
Russell 2000 Index Fund
|
Russell 2000 ETF
|
Small-cap stocks
|
Russell 2000 Value Index Fund
|
Russell 2000 Value ETF
|
Small-cap value stocks
|
Russell 2000 Growth Index Fund
|
Russell 2000 Growth ETF
|
Small-cap growth stocks
|
Russell 3000 Index Fund
|
Russell 3000 ETF
|
The broad stock market
|
Plain Talk About Costs of Investing
|
Costs are an important consideration in choosing an ETF. That is because
you, as a shareholder, pay a proportionate share of the costs of operating a
fund and 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.
|
Vanguard Fund
|
Asset-Weighted Median
Market Capitalization
|
Russell 1000 Index Fund
|
$139.59 billion
|
Russell 1000 Value Index Fund
|
64.45
|
Russell 1000 Growth Index Fund
|
296.30
|
Russell 2000 Index Fund
|
2.12
|
Russell 2000 Value Index Fund
|
1.65
|
Russell 2000 Growth Index Fund
|
2.78
|
Russell 3000 Index Fund
|
124.51
|
Plain Talk About Growth Funds and Value Funds
|
Growth investing and value investing are two styles employed by stock-fund
managers. Growth funds generally invest in stocks of companies believed to
have above-average potential for growth in revenue, earnings, cash flow, or
other similar criteria. These stocks typically have low dividend yields, if any,
and above-average prices in relation to measures such as earnings and book
value. Value funds typically invest in stocks whose prices are below average
in relation to those measures; these stocks often have above-average
dividend yields. Value stocks also may remain undervalued by the market for
long periods of time. Growth and value stocks have historically produced
similar long-term returns, though each category has periods when it
outperforms the other.
|
Plain Talk About Vanguard’s Unique Corporate Structure
|
The Vanguard Group is owned jointly by the funds it oversees and thus
indirectly by the shareholders in those funds. Most other mutual funds are
operated by management companies that are owned by third parties—either
public or private stockholders—and not by the funds they serve.
|
Plain Talk About Distributions
|
As a shareholder, you are entitled to your portion of a fund’s income from
interest and dividends as well as capital gains from the fund’s 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.
|
|
Inception
Date
|
Vanguard
Fund
Number
|
CUSIP
Number
|
Russell 1000 Index Fund
|
|
|
|
ETF Shares
|
9/20/2010
|
3348
|
92206C730
|
Russell 1000 Value Index Fund
|
|
|
|
ETF Shares
|
9/20/2010
|
3349
|
92206C714
|
Russell 1000 Growth Index Fund
|
|
|
|
ETF Shares
|
9/20/2010
|
3350
|
92206C680
|
Russell 2000 Index Fund
|
|
|
|
ETF Shares
|
9/20/2010
|
3351
|
92206C664
|
Russell 2000 Value Index Fund
|
|
|
|
ETF Shares
|
9/20/2010
|
3352
|
92206C649
|
Russell 2000 Growth Index Fund
|
|
|
|
ETF Shares
|
9/20/2010
|
3353
|
92206C623
|
Russell 3000 Index Fund
|
|
|
|
ETF Shares
|
9/20/2010
|
3354
|
92206C599
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$134.37
|
$133.57
|
$113.60
|
$99.81
|
$91.37
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
2.5251
|
2.3951
|
2.2091
|
2.0541
|
1.892
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
27.028
|
0.759
|
19.896
|
13.753
|
8.383
|
Total from Investment Operations
|
29.553
|
3.154
|
22.105
|
15.807
|
10.275
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(2.563)
|
(2.354)
|
(2.135)
|
(2.017)
|
(1.835)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(2.563)
|
(2.354)
|
(2.135)
|
(2.017)
|
(1.835)
|
Net Asset Value, End of Period
|
$161.36
|
$134.37
|
$133.57
|
$113.60
|
$99.81
|
Total Return
|
22.39%
|
2.45%
|
19.68%
|
16.02%
|
11.41%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$1,678
|
$1,196
|
$1,008
|
$724
|
$679
|
Ratio of Total Expenses to Average Net Assets
|
0.08%
|
0.08%
|
0.12%
|
0.12%
|
0.12%
|
Ratio of Net Investment Income to Average Net
Assets
|
1.79%
|
1.85%
|
1.78%
|
1.94%
|
2.05%
|
Portfolio Turnover Rate2
|
9%
|
6%
|
9%
|
11%
|
9%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$109.22
|
$111.20
|
$101.32
|
$93.14
|
$84.77
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
2.8151
|
2.7131
|
2.5221
|
2.4371
|
2.205
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
(2.121)
|
(2.107)
|
9.836
|
8.109
|
8.312
|
Total from Investment Operations
|
0.694
|
0.606
|
12.358
|
10.546
|
10.517
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(2.884)
|
(2.586)
|
(2.478)
|
(2.366)
|
(2.147)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(2.884)
|
(2.586)
|
(2.478)
|
(2.366)
|
(2.147)
|
Net Asset Value, End of Period
|
$107.03
|
$109.22
|
$111.20
|
$101.32
|
$93.14
|
Total Return
|
0.75%
|
0.60%
|
12.36%
|
11.45%
|
12.65%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$2,646
|
$1,914
|
$1,487
|
$1,153
|
$668
|
Ratio of Total Expenses to Average Net Assets
|
0.08%
|
0.08%
|
0.12%
|
0.12%
|
0.12%
|
Ratio of Net Investment Income to Average Net
Assets
|
2.65%
|
2.51%
|
2.35%
|
2.48%
|
2.58%
|
Portfolio Turnover Rate2
|
24%
|
17%
|
16%
|
22%
|
18%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$164.56
|
$159.56
|
$127.08
|
$106.90
|
$98.24
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
1.9001
|
1.9221
|
1.7621
|
1.6841
|
1.602
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
70.098
|
4.711
|
32.386
|
20.177
|
8.556
|
Total from Investment Operations
|
71.998
|
6.633
|
34.148
|
21.861
|
10.158
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(1.938)
|
(1.633)
|
(1.668)
|
(1.681)
|
(1.498)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(1.938)
|
(1.633)
|
(1.668)
|
(1.681)
|
(1.498)
|
Net Asset Value, End of Period
|
$234.62
|
$164.56
|
$159.56
|
$127.08
|
$106.90
|
Total Return
|
44.18%
|
4.20%
|
27.09%
|
20.66%
|
10.44%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$4,951
|
$2,872
|
$2,083
|
$1,319
|
$738
|
Ratio of Total Expenses to Average Net Assets
|
0.08%
|
0.08%
|
0.12%
|
0.12%
|
0.12%
|
Ratio of Net Investment Income to Average Net
Assets
|
1.04%
|
1.25%
|
1.24%
|
1.45%
|
1.60%
|
Portfolio Turnover Rate2
|
14%
|
17%
|
15%
|
21%
|
15%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$119.75
|
$139.11
|
$112.21
|
$98.98
|
$92.71
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
1.6191
|
1.5931
|
1.5541
|
1.4431
|
1.302
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
5.640
|
(19.408)
|
26.846
|
13.255
|
6.537
|
Total from Investment Operations
|
7.259
|
(17.815)
|
28.400
|
14.698
|
7.839
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(1.629)
|
(1.545)
|
(1.500)
|
(1.468)
|
(1.569)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(1.629)
|
(1.545)
|
(1.500)
|
(1.468)
|
(1.569)
|
Net Asset Value, End of Period
|
$125.38
|
$119.75
|
$139.11
|
$112.21
|
$98.98
|
Total Return
|
6.12%
|
–12.83%
|
25.49%
|
14.94%
|
8.62%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$1,802
|
$1,464
|
$1,715
|
$1,083
|
$698
|
Ratio of Total Expenses to Average Net Assets
|
0.10%
|
0.10%
|
0.15%
|
0.15%
|
0.15%
|
Ratio of Net Investment Income to Average Net
Assets
|
1.37%
|
1.30%
|
1.23%
|
1.34%
|
1.52%
|
Portfolio Turnover Rate2
|
19%
|
16%
|
19%
|
23%
|
19%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$99.51
|
$119.05
|
$100.96
|
$90.64
|
$81.88
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
1.8681
|
1.9121
|
1.9051
|
1.7361
|
1.561
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
(7.771)
|
(19.589)
|
18.070
|
10.358
|
9.305
|
Total from Investment Operations
|
(5.903)
|
(17.677)
|
19.975
|
12.094
|
10.866
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(1.847)
|
(1.863)
|
(1.885)
|
(1.774)
|
(2.106)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(1.847)
|
(1.863)
|
(1.885)
|
(1.774)
|
(2.106)
|
Net Asset Value, End of Period
|
$91.76
|
$99.51
|
$119.05
|
$100.96
|
$90.64
|
Total Return
|
–6.05%
|
–14.93%
|
19.96%
|
13.42%
|
13.62%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$303
|
$251
|
$223
|
$172
|
$120
|
Ratio of Total Expenses to Average Net Assets
|
0.15%
|
0.15%
|
0.20%
|
0.20%
|
0.20%
|
Ratio of Net Investment Income to Average Net
Assets
|
1.99%
|
1.83%
|
1.73%
|
1.76%
|
2.02%
|
Portfolio Turnover Rate2
|
38%
|
27%
|
30%
|
36%
|
31%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$141.63
|
$160.12
|
$123.26
|
$106.98
|
$104.34
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
1.0971
|
0.9711
|
0.8951
|
0.9611
|
0.989
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
23.237
|
(18.527)
|
36.791
|
16.455
|
2.721
|
Total from Investment Operations
|
24.334
|
(17.556)
|
37.686
|
17.416
|
3.710
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(1.134)
|
(0.934)
|
(0.826)
|
(1.136)
|
(1.070)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(1.134)
|
(0.934)
|
(0.826)
|
(1.136)
|
(1.070)
|
Net Asset Value, End of Period
|
$164.83
|
$141.63
|
$160.12
|
$123.26
|
$106.98
|
Total Return
|
17.32%
|
–10.97%
|
30.69%
|
16.39%
|
3.62%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$371
|
$301
|
$328
|
$194
|
$144
|
Ratio of Total Expenses to Average Net Assets
|
0.15%
|
0.15%
|
0.20%
|
0.20%
|
0.20%
|
Ratio of Net Investment Income to Average Net
Assets
|
0.75%
|
0.68%
|
0.64%
|
0.83%
|
0.99%
|
Portfolio Turnover Rate2
|
38%
|
28%
|
35%
|
34%
|
33%
|
|
Year Ended August 31,
|
||||
For a Share Outstanding Throughout Each Period
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net Asset Value, Beginning of Period
|
$133.26
|
$133.98
|
$113.52
|
$99.77
|
$91.43
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
2.4161
|
2.3121
|
2.0991
|
1.9801
|
1.850
|
Net Realized and Unrealized Gain (Loss) on
Investments
|
25.494
|
(0.730)
|
20.442
|
13.722
|
8.248
|
Total from Investment Operations
|
27.910
|
1.582
|
22.541
|
15.702
|
10.098
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(2.460)
|
(2.302)
|
(2.081)
|
(1.952)
|
(1.758)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(2.460)
|
(2.302)
|
(2.081)
|
(1.952)
|
(1.758)
|
Net Asset Value, End of Period
|
$158.71
|
$133.26
|
$133.98
|
$113.52
|
$99.77
|
Total Return
|
21.31%
|
1.25%
|
20.07%
|
15.92%
|
11.20%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$710
|
$463
|
$412
|
$343
|
$282
|
Ratio of Total Expenses to Average Net Assets
|
0.10%
|
0.10%
|
0.15%
|
0.15%
|
0.15%
|
Ratio of Net Investment Income to Average Net
Assets
|
1.74%
|
1.79%
|
1.70%
|
1.85%
|
1.98%
|
Portfolio Turnover Rate2
|
8%
|
10%
|
14%
|
16%
|
8%
|
|
|
Transaction Fee on Purchases and Sales
|
None through Vanguard (Broker fees vary)
|
Transaction Fee on Reinvested Dividends
|
None through Vanguard (Broker fees vary)
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$6
|
$19
|
$34
|
$77
|
|
Total Return
|
Quarter
|
Highest
|
3.04%
|
June 30, 2019
|
Lowest
|
-0.57%
|
December 31, 2019
|
|
1 Year
|
Since
Inception
(Sept. 4,
2018)
|
Vanguard Total World Bond ETF Shares
|
|
|
Based on NAV
|
|
|
Return Before Taxes
|
8.35%
|
7.35%
|
Return After Taxes on Distributions
|
7.01
|
5.81
|
Return After Taxes on Distributions and Sale of Fund Shares
|
4.93
|
4.95
|
Based on Market Price
|
|
|
Return Before Taxes
|
8.34
|
7.36
|
Comparative Indexes
(reflect no deduction for fees, expenses, or taxes)
|
|
|
Bloomberg Barclays Global Aggregate Float Adjusted
Composite Index
|
8.47%
|
7.48%
|
Bloomberg Barclays Global Aggregate Float Adjusted Index
in USD
|
7.19
|
5.90
|
Plain Talk About Fund Expenses
|
All 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 Total World Bond ETF Shares’ expense ratio
would be 0.06%, or $0.60 per $1,000 of average net assets. The average
expense ratio for core bond funds in 2019 was 0.69%, or $6.90 per $1,000
of average net assets (derived from data provided by Lipper, a Thomson
Reuters Company, which reports on the fund industry).
|
Plain Talk About Costs of Investing
|
Costs are an important consideration in choosing an ETF. That is because
you, as a shareholder, pay a proportionate share of the costs of operating a
fund and 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.
|
Type of Bond (Maturity)
|
After a 1%
Increase
|
After a 1%
Decrease
|
After a 2%
Increase
|
After a 2%
Decrease
|
Short-Term (2.5 years)
|
$ 977
|
$ 1,024
|
$ 954
|
$ 1,049
|
Intermediate-Term (10 years)
|
922
|
1,086
|
851
|
1,180
|
Long-Term (20 years)
|
874
|
1,150
|
769
|
1,328
|
Plain Talk About Bonds and Interest Rates
|
As a rule, when interest rates rise, bond prices fall. The opposite is also true:
Bond prices go up when interest rates fall. Why do bond prices and interest
rates move in opposite directions? Let’s assume that you hold a bond
offering a 4% yield. A year later, interest rates are on the rise and bonds of
comparable quality and maturity are offered with a 5% yield. With
higher-yielding bonds available, you would have trouble selling your 4% bond
for the price you paid—you would probably have to lower your asking price.
On the other hand, if interest rates were falling and 3% bonds were being
offered, you should be able to sell your 4% bond for more than you paid.
|
How mortgage-backed securities are different: In general, declining interest
rates will not lift the prices of mortgage-backed securities—such as those
guaranteed by the Government National Mortgage Association—as much as
the prices of comparable bonds. Why? Because when interest rates fall, the
bond market tends to discount the prices of mortgage-backed securities for
prepayment risk—the possibility that homeowners will refinance their
mortgages at lower rates and cause the bonds to be paid off prior to
maturity. In part to compensate for this prepayment possibility,
mortgage-backed securities tend to offer higher yields than other bonds of
comparable credit quality and maturity. In contrast, when interest rates rise,
prepayments tend to slow down, subjecting mortgage-backed securities to
extension risk—the possibility that homeowners will repay their mortgages
at slower rates. This will lengthen the duration or average life of
mortgage-backed securities held by a fund and delay the fund’s ability to
reinvest proceeds at higher interest rates, making the fund more sensitive to
changes in interest rates.
|
Plain Talk About Bond Maturities
|
A bond is issued with a specific maturity date—the date when the issuer
must pay back the bond’s principal (face value). Bond maturities range from
less than 1 year to more than 30 years. Typically, the longer a bond’s maturity,
the more price risk you, as a bond investor, will face as interest rates
rise—but also the higher the potential yield you could receive. Longer-term
bonds are more suitable for investors willing to take a greater risk of price
fluctuations to get higher and more stable interest income. Shorter-term
bond investors should be willing to accept lower yields and greater income
variability in return for less fluctuation in the value of their investment. The
stated maturity of a bond may differ from the effective maturity of a bond,
which takes into consideration that an action such as a call or refunding may
cause bonds to be repaid before their stated maturity dates.
|
Plain Talk About Credit Quality
|
A bond’s credit quality rating is an assessment of the issuer’s ability to pay
interest on the bond and, ultimately, to repay the principal. The lower the
credit quality, the greater the perceived chance that the bond issuer will
default, or fail to meet its payment obligations. All things being equal, the
lower a bond’s credit quality, the higher its yield should be to compensate
investors for assuming additional risk.
|
Plain Talk About International Investing
|
U.S. investors who invest in foreign securities will encounter risks not
typically associated with U.S. companies because foreign stock and bond
markets operate differently from the U.S. markets. For instance, foreign
companies and governments may not be subject to the same or similar
accounting, auditing, legal, tax, and financial reporting standards and
practices as U.S. companies and the U.S. government, and their stocks and
bonds may not be as liquid as those of similar U.S. entities. In addition,
foreign stock exchanges, brokers, companies, bond markets, and dealers
may be subject to less government supervision and regulation than their
counterparts in the United States. These factors, among others, could
negatively affect the returns U.S. investors receive from foreign investments.
|
Plain Talk About U.S. Government-Sponsored Enterprises
|
A variety of U.S. government-sponsored enterprises (GSEs), such as the
Federal Home Loan Mortgage Corporation (FHLMC), the Federal National
Mortgage Association (FNMA), and the Federal Home Loan Banks (FHLBs),
issue debt and mortgage-backed securities. Although GSEs may be chartered
or sponsored by acts of Congress, they are not funded by congressional
appropriations. In September of 2008, the U.S. Treasury placed FNMA and
FHLMC under conservatorship and appointed the Federal Housing Finance
Agency (FHFA) to manage their daily operations. In addition, the U.S. Treasury
entered into purchase agreements with FNMA and FHLMC to provide them
with capital in exchange for senior preferred stock. Generally, a GSE’s
securities are neither issued nor guaranteed by the U.S. Treasury and are not
backed by the full faith and credit of the U.S. government. In most cases,
these securities are supported only by the credit of the GSE, standing alone. In
some cases, a GSE’s securities may be supported by the ability of the GSE to
borrow from the U.S. Treasury or may be supported by the U.S. government in
some other way. Securities issued by the Government National Mortgage
Association (GNMA), however, are backed by the full faith and credit of the
U.S. government.
|
Plain Talk About Derivatives
|
Derivatives can take many forms. Some forms of derivatives—such as
exchange-traded futures and options on securities, commodities, or
indexes—have been trading on regulated exchanges for decades. These
types of derivatives are standardized contracts that can easily be bought and
sold and whose market values are determined and published daily. On the
other hand, non-exchange-traded derivatives—such as certain swap
agreements and foreign currency exchange forward contracts—tend to be
more specialized or complex and may be more difficult to accurately value.
|
Plain Talk About Vanguard’s Unique Corporate Structure
|
The Vanguard Group is owned jointly by the funds it oversees and thus
indirectly by the shareholders in those funds. Most other mutual funds are
operated by management companies that are owned by third parties—either
public or private stockholders—and not by the funds they serve.
|
Plain Talk About Distributions
|
As a shareholder, you are entitled to your portion of a fund’s income from
interest as well as capital gains from the fund’s sale of investments. Income
consists of interest the fund earns from its money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term
or long-term, depending on whether the fund held the securities for one year
or less or for more than one year.
|
|
Inception Date
|
Vanguard Fund Number
|
CUSIP Number
|
Total World Bond ETF
|
9/4/2018
|
3061
|
92206C565
|
For a Share Outstanding Throughout Each Period
|
Year Ended
Aug. 31, 2020
|
Sept. 4, 20181 to
Aug. 31, 2019
|
Net Asset Value, Beginning of Period
|
$80.97
|
$75.00
|
Investment Operations
|
|
|
Net Investment Income2
|
2.125
|
2.004
|
Capital Gain Distributions Received2
|
—
|
—
|
Net Realized and Unrealized Gain (Loss) on Investments
|
0.782
|
6.071
|
Total from Investment Operations
|
2.907
|
8.075
|
Distributions
|
|
|
Dividends from Net Investment Income
|
(2.317)
|
(2.105)
|
Distributions from Realized Capital Gains
|
—
|
—
|
Total Distributions
|
(2.317)
|
(2.105)
|
Net Asset Value, End of Period
|
$81.56
|
$80.97
|
Total Return
|
3.69%
|
11.00%
|
Ratios/Supplemental Data
|
|
|
Net Assets, End of Period (Millions)
|
$448
|
$160
|
Ratio of Total Expenses to Average Net Assets
|
—
|
—3
|
Acquired Fund Fees and Expenses
|
0.06%
|
0.06%3
|
Ratio of Net Investment Income to Average Net Assets
|
2.64%
|
2.62%3
|
Portfolio Turnover Rate4
|
19%
|
8%
|
B-1
|
|
B-4
|
|
B-5
|
|
B-32
|
|
B-33
|
|
B-34
|
|
B-59
|
|
B-66
|
|
B-69
|
|
B-69
|
|
B-94
|
|
B-94
|
|
B-97
|
|
B-100
|
|
Share Classes1
|
|||
Fund2
|
Investor
|
Admiral
|
Institutional
|
ETF
|
Vanguard Explorer ValueTM Fund
|
VEVFX
|
—
|
—
|
—
|
Vanguard Short-Term Treasury Index Fund3
|
—
|
VSBSX
|
VSBIX
|
VGSH
|
Vanguard Intermediate-Term Treasury Index Fund4
|
—
|
VSIGX
|
VIIGX
|
VGIT
|
Vanguard Long-Term Treasury Index Fund5
|
—
|
VLGSX
|
VLGIX
|
VGLT
|
Vanguard Short-Term Corporate Bond Index Fund
|
—
|
VSCSX
|
VSTBX
|
VCSH
|
Vanguard Intermediate-Term Corporate Bond Index Fund
|
—
|
VICSX
|
VICBX
|
VCIT
|
Vanguard Long-Term Corporate Bond Index Fund
|
—
|
VLTCX
|
VLCIX
|
VCLT
|
Vanguard Mortgage-Backed Securities Index Fund
|
—
|
VMBSX
|
VMBIX
|
VMBS
|
Vanguard Total Corporate Bond ETF
|
—
|
—
|
—
|
VTC
|
Vanguard Russell 1000 Index Fund
|
—
|
—
|
VRNIX
|
VONE
|
Vanguard Russell 1000 Value Index Fund
|
—
|
—
|
VRVIX
|
VONV
|
Vanguard Russell 1000 Growth Index Fund
|
—
|
—
|
VRGWX
|
VONG
|
Vanguard Russell 2000 Index Fund
|
—
|
—
|
VRTIX
|
VTWO
|
Vanguard Russell 2000 Value Index Fund
|
—
|
—
|
VRTVX
|
VTWV
|
Vanguard Russell 2000 Growth Index Fund
|
—
|
—
|
VRTGX
|
VTWG
|
Vanguard Russell 3000 Index Fund
|
—
|
—
|
VRTTX
|
VTHR
|
Vanguard Total World Bond ETF
|
—
|
—
|
—
|
BNDW
|
Vanguard Fund
|
Capital
Contribution to
Vanguard
|
Percentage of
Fund’s
Average
Net Assets
|
Percent of
Vanguard Funds’
Contribution
|
Vanguard Explorer Value Fund
|
$ 23,000
|
Less than 0.01%
|
0.01%
|
Vanguard Short-Term Treasury Index Fund
|
549,000
|
Less than 0.01
|
0.22
|
Vanguard Intermediate-Term Treasury Index Fund
|
464,000
|
Less than 0.01
|
0.19
|
Vanguard Long-Term Treasury Index Fund
|
237,000
|
Less than 0.01
|
0.09
|
Vanguard Short-Term Corporate Bond Index Fund
|
1,550,000
|
Less than 0.01
|
0.62
|
Vanguard Intermediate-Term Corporate Bond Index Fund
|
1,699,000
|
Less than 0.01
|
0.68
|
Vanguard Long-Term Corporate Bond Index Fund
|
239,000
|
Less than 0.01
|
0.10
|
Vanguard Mortgage-Backed Securities Index Fund
|
540,000
|
Less than 0.01
|
0.22
|
Vanguard Russell 1000 Index Fund
|
168,000
|
Less than 0.01
|
0.07
|
Vanguard Russell 1000 Value Index Fund
|
162,000
|
Less than 0.01
|
0.06
|
Vanguard Russell 1000 Growth Index Fund
|
336,000
|
Less than 0.01
|
0.13
|
Vanguard Russell 2000 Index Fund
|
97,000
|
Less than 0.01
|
0.04
|
Annual Shared Fund Operating Expenses
(Shared Expenses Deducted From Fund Assets)
|
|||
Vanguard Fund
|
2018
|
2019
|
2020
|
Vanguard Explorer Value Fund
|
|
|
|
Management and Administrative Expenses
|
0.44%
|
0.46%
|
0.20%
|
Marketing and Distribution Expenses
|
0.05
|
0.03
|
0.03
|
Vanguard Intermediate-Term Corporate Bond Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.07%
|
0.05%
|
0.04%
|
Marketing and Distribution Expenses
|
0.01
|
0.01
|
0.01
|
Vanguard Intermediate-Term Treasury Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.07%
|
0.06%
|
0.05%
|
Marketing and Distribution Expenses
|
0.01
|
0.01
|
0.01
|
Vanguard Long-Term Corporate Bond Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.07%
|
0.05%
|
0.04%
|
Marketing and Distribution Expenses
|
0.01
|
0.01
|
0.01
|
Vanguard Long-Term Treasury Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.06%
|
0.06%
|
0.05%
|
Marketing and Distribution Expenses
|
0.01
|
0.01
|
0.01
|
Vanguard Mortgage-Backed Securities Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.06%
|
0.05%
|
0.04%
|
Marketing and Distribution Expenses
|
0.01
|
0.01
|
0.01
|
Vanguard Russell 1000 Growth Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.09%
|
0.07%
|
0.07%
|
Marketing and Distribution Expenses
|
Less than 0.01
|
Less than 0.01
|
Less than 0.01
|
Vanguard Russell 1000 Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.08%
|
0.06%
|
0.06%
|
Marketing and Distribution Expenses
|
Less than 0.01
|
Less than 0.01
|
Less than 0.01
|
Vanguard Russell 1000 Value Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.08%
|
0.06%
|
0.06%
|
Marketing and Distribution Expenses
|
Less than 0.01
|
Less than 0.01
|
0.01
|
Vanguard Russell 2000 Growth Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.10%
|
0.09%
|
0.09%
|
Marketing and Distribution Expenses
|
Less than 0.01
|
Less than 0.01
|
Less than 0.01
|
Vanguard Russell 2000 Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.10%
|
0.07%
|
0.05%
|
Marketing and Distribution Expenses
|
Less than 0.01
|
Less than 0.01
|
0.01
|
Vanguard Russell 2000 Value Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.09%
|
0.10%
|
0.10%
|
Marketing and Distribution Expenses
|
Less than 0.01
|
Less than 0.01
|
0.01
|
Vanguard Russell 3000 Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.09%
|
0.08%
|
0.08%
|
Marketing and Distribution Expenses
|
Less than 0.01
|
Less than 0.01
|
Less than 0.01
|
Vanguard Short-Term Corporate Bond Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.07%
|
0.06%
|
0.04%
|
Marketing and Distribution Expenses
|
0.01
|
0.01
|
0.01
|
Annual Shared Fund Operating Expenses
(Shared Expenses Deducted From Fund Assets)
|
|||
Vanguard Fund
|
2018
|
2019
|
2020
|
Vanguard Short-Term Treasury Index Fund
|
|
|
|
Management and Administrative Expenses
|
0.07%
|
0.06%
|
0.05%
|
Marketing and Distribution Expenses
|
0.01
|
0.01
|
0.01
|
Name, Year of Birth
|
Position(s)
Held With
Funds
|
Vanguard
Funds’ Trustee/
Officer Since
|
Principal Occupation(s)
During the Past Five Years,
Outside Directorships,
and Other Experience
|
Number of
Vanguard Funds
Overseen by
Trustee/Officer
|
Interested Trustee1
|
|
|
|
|
Mortimer J. Buckley
(1969)
|
Chairman of the
Board, Chief
Executive
Officer, and
President
|
January 2018
|
Chairman of the board (2019–present) of Vanguard and
of each of the investment companies served by
Vanguard; chief executive officer (2018–present) of
Vanguard; chief executive officer, president, and
trustee (2018–present) of each of the investment
companies served by Vanguard; president and director
(2017–present) of Vanguard; and president
(2018–present) of Vanguard Marketing Corporation.
Chief investment officer (2013–2017), managing
director (2002–2017), head of the Retail Investor Group
(2006–2012), and chief information officer (2001–2006)
of Vanguard. Chairman of the board (2011–2017) and
trustee (2009–2017) of the Children’s Hospital of
Philadelphia; and trustee (2018–present) and vice chair
(2019–present) of The Shipley School.
|
211
|
1 Mr. Buckley is considered an “interested person” as defined in the 1940 Act because he is an officer of the Trust.
|
||||
Independent Trustees
|
|
|
|
|
Emerson U. Fullwood
(1948)
|
Trustee
|
January 2008
|
Executive chief staff and marketing officer for North
America and corporate vice president (retired 2008) of
Xerox Corporation (document management products
and services). Former president of the Worldwide
Channels Group, Latin America, and Worldwide
Customer Service and executive chief staff officer of
Developing Markets of Xerox. Executive in residence
and 2009–2010 Distinguished Minett Professor at the
Rochester Institute of Technology. Director of SPX
FLOW, Inc. (multi-industry manufacturing). Director of
the University of Rochester Medical Center, the
Monroe Community College Foundation, the United
Way of Rochester, North Carolina A&T University, and
Roberts Wesleyan College. Trustee of the University of
Rochester.
|
211
|
Amy Gutmann
(1949)
|
Trustee
|
June 2006
|
President (2004–present) of the University of
Pennsylvania. Christopher H. Browne Distinguished
Professor of Political Science, School of Arts and
Sciences, and professor of communication, Annenberg
School for Communication, with secondary faculty
appointments in the Department of Philosophy, School
of Arts and Sciences, and at the Graduate School of
Education, University of Pennsylvania.
|
211
|
F. Joseph Loughrey
(1949)
|
Trustee
|
October 2009
|
President and chief operating officer (retired 2009) and
vice chairman of the board (2008–2009) of Cummins
Inc. (industrial machinery). Chairman of the board of
Hillenbrand, Inc. (specialized consumer services) and
the Lumina Foundation. Director of the V Foundation.
Member of the advisory council for the College of Arts
and Letters and chair of the advisory board to the
Kellogg Institute for International Studies, both at the
University of Notre Dame.
|
211
|
Mark Loughridge
(1953)
|
Lead
Independent
Trustee
|
March 2012
|
Senior vice president and chief financial officer (retired
2013) of IBM (information technology services).
Fiduciary member of IBM’s Retirement Plan
Committee (2004–2013), senior vice president and
general manager (2002–2004) of IBM Global Financing,
vice president and controller (1998–2002) of IBM, and
a variety of other prior management roles at IBM.
Member of the Council on Chicago Booth.
|
211
|
Name, Year of Birth
|
Position(s)
Held With
Funds
|
Vanguard
Funds’ Trustee/
Officer Since
|
Principal Occupation(s)
During the Past Five Years,
Outside Directorships,
and Other Experience
|
Number of
Vanguard Funds
Overseen by
Trustee/Officer
|
Scott C. Malpass
(1962)
|
Trustee
|
March 2012
|
Chief investment officer and vice president of the
University of Notre Dame (retired June 2020).
Assistant professor of finance at the Mendoza College
of Business, University of Notre Dame, and member
of the Notre Dame 403(b) Investment Committee
(retired June 2020). Member of the board of Catholic
Investment Services, Inc. (investment advisors) and
the board of superintendence of the Institute for the
Works of Religion.
|
211
|
Deanna Mulligan
(1963)
|
Trustee
|
January 2018
|
Board chair (2020–present), chief executive officer
(2011–2020), and president (2010–2019) of The
Guardian Life Insurance Company of America. Chief
operating officer (2010–2011) and executive vice
president (2008–2010) of Individual Life and Disability
of The Guardian Life Insurance Company of America.
Member of the board of the American Council of Life
Insurers and the Economic Club of New York. Trustee
of the Partnership for New York City (business
leadership), the Chief Executives for Corporate
Purpose, the NewYork-Presbyterian Hospital, Catalyst,
and the Bruce Museum (arts and science). Member of
the Advisory Council for the Stanford Graduate School
of Business.
|
211
|
André F. Perold
(1952)
|
Trustee
|
December 2004
|
George Gund Professor of Finance and Banking,
Emeritus at the Harvard Business School (retired
2011). Chief investment officer and co-managing
partner of HighVista Strategies LLC (private
investment firm). Board of Advisors and investment
committee member of the Museum of Fine Arts
Boston. Board member (2018–present) of RIT Capital
Partners (investment firm); investment committee
member of Partners Health Care System.
|
211
|
Sarah Bloom Raskin
(1961)
|
Trustee
|
January 2018
|
Deputy secretary (2014–2017) of the United States
Department of the Treasury. Governor (2010–2014) of
the Federal Reserve Board. Commissioner
(2007–2010) of financial regulation for the State of
Maryland. Member of the board of directors
(2012–2014) of Neighborhood Reinvestment
Corporation. Director (2017–present) of i(x)
Investments, LLC; director (2017–present) of Reserve
Trust. Rubenstein Fellow (2017–present) of Duke
University; trustee (2017–present) of Amherst College;
and trustee (2019–present) of Folger Shakespeare
Library.
|
211
|
Peter F. Volanakis
(1955)
|
Trustee
|
July 2009
|
President and chief operating officer (retired 2010) of
Corning Incorporated (communications equipment)
and director of Corning Incorporated (2000–2010) and
Dow Corning (2001–2010). Director (2012) of SPX
Corporation (multi-industry manufacturing). Overseer
of the Amos Tuck School of Business Administration,
Dartmouth College (2001–2013). Chairman of the
board of trustees of Colby-Sawyer College. Member of
the board of Hypertherm Inc. (industrial cutting
systems, software, and consumables).
|
211
|
Name, Year of Birth
|
Position(s)
Held With
Funds
|
Vanguard
Funds’ Trustee/
Officer Since
|
Principal Occupation(s)
During the Past Five Years,
Outside Directorships,
and Other Experience
|
Number of
Vanguard Funds
Overseen by
Trustee/Officer
|
Executive Officers
|
|
|
|
|
John Bendl
(1970)
|
Chief Financial
Officer
|
October 2019
|
Principal of Vanguard. Chief financial officer
(2019–present) of each of the investment companies
served by Vanguard. Chief accounting officer, treasurer,
and controller of Vanguard (2017–present). Partner
(2003–2016) at KPMG (audit, tax, and advisory
services).
|
211
|
Christine M. Buchanan
(1970)
|
Treasurer
|
November 2017
|
Principal of Vanguard. Treasurer (2017–present) of each
of the investment companies served by Vanguard.
Partner (2005–2017) at KPMG (audit, tax, and advisory
services).
|
211
|
David Cermak
(1960)
|
Finance Director
|
October 2019
|
Principal of Vanguard. Finance director (2019–present)
of each of the investment companies served by
Vanguard. Managing director and head (2017–present)
of Vanguard Investments Singapore. Managing director
and head (2017–2019) of Vanguard Investments Hong
Kong. Representative director and head (2014–2017)
of Vanguard Investments Japan.
|
211
|
John Galloway
(1973)
|
Investment
Stewardship
Officer
|
September 2020
|
Principal of Vanguard. Investment stewardship officer
(September 2020–present) of each of the investment
companies served by Vanguard. Head of Investor
Advocacy (February 2020–present) and head of
Marketing Strategy and Planning (2017–2020) at
Vanguard. Deputy Assistant to the President of the
United States (2015).
|
211
|
Thomas J. Higgins
(1957)
|
Finance Director
|
July 1998
|
Principal of Vanguard. Finance director (2019–present),
chief financial officer (2008–2019), and treasurer
(1998–2008) of each of the investment companies
served by Vanguard.
|
211
|
Peter Mahoney
(1974)
|
Controller
|
May 2015
|
Principal of Vanguard. Controller (2015–present) of
each of the investment companies served by
Vanguard. Head of International Fund Services (2008–
2014) at Vanguard.
|
211
|
Anne E. Robinson
(1970)
|
Secretary
|
September 2016
|
General counsel (2016–present) of Vanguard.
Secretary (2016–present) of Vanguard and of each of
the investment companies served by Vanguard.
Managing director (2016–present) of Vanguard.
Managing director and general counsel of Global Cards
and Consumer Services (2014–2016) at Citigroup.
Counsel (2003–2014) at American Express.
|
211
|
Michael Rollings
(1963)
|
Finance Director
|
February 2017
|
Finance director (2017–present) and treasurer (2017)
of each of the investment companies served by
Vanguard. Managing director (2016–present) of
Vanguard. Chief financial officer (2016–present) of
Vanguard. Director (2016–present) of Vanguard
Marketing Corporation. Executive vice president and
chief financial officer (2006–2016) of MassMutual
Financial Group.
|
211
|
John E. Schadl
(1972)
|
Chief
Compliance
Officer
|
March 2019
|
Principal of Vanguard. Chief compliance officer
(2019–present) of Vanguard and of each of the
investment companies served by Vanguard. Assistant
vice president (2019–present) of Vanguard Marketing
Corporation.
|
211
|
Trustee
|
Aggregate
Compensation From
the Funds1
|
Pension or Retirement
Benefits Accrued as Part of
the Funds’ Expenses1
|
Accrued Annual
Retirement Benefit at
January 1, 20202
|
Total Compensation
From All Vanguard
Funds Paid to Trustees3
|
Mortimer J. Buckley
|
—
|
—
|
—
|
—
|
Emerson U. Fullwood
|
$ 7,572
|
—
|
—
|
$ 287,500
|
Amy Gutmann
|
7,572
|
—
|
—
|
287,500
|
F. Joseph Loughrey
|
8,099
|
—
|
—
|
307,500
|
Mark Loughridge
|
9,414
|
—
|
—
|
357,500
|
Scott C. Malpass
|
7,572
|
—
|
—
|
287,500
|
Deanna Mulligan
|
7,572
|
—
|
—
|
287,500
|
André F. Perold
|
7,572
|
—
|
—
|
287,500
|
Sarah Bloom Raskin
|
8,099
|
—
|
—
|
307,500
|
Peter F. Volanakis
|
8,099
|
—
|
—
|
307,500
|
Vanguard Fund
|
Trustee
|
Dollar Range of
Fund Shares
Owned by Trustee
|
Aggregate Dollar Range
of Vanguard Fund Shares
Owned by Trustee
|
Vanguard Explorer Value Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Fund
|
Trustee
|
Dollar Range of
Fund Shares
Owned by Trustee
|
Aggregate Dollar Range
of Vanguard Fund Shares
Owned by Trustee
|
Vanguard Intermediate-Term Corporate Bond Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Intermediate-Term Treasury Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Long-Term Corporate Bond Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Long-Term Treasury Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Fund
|
Trustee
|
Dollar Range of
Fund Shares
Owned by Trustee
|
Aggregate Dollar Range
of Vanguard Fund Shares
Owned by Trustee
|
Vanguard Mortgage-Backed Securities Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Russell 1000 Growth Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Russell 1000 Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
Over $100,000
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Russell 1000 Value Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Fund
|
Trustee
|
Dollar Range of
Fund Shares
Owned by Trustee
|
Aggregate Dollar Range
of Vanguard Fund Shares
Owned by Trustee
|
Vanguard Russell 2000 Growth Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Russell 2000 Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Russell 2000 Value Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Russell 3000 Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Fund
|
Trustee
|
Dollar Range of
Fund Shares
Owned by Trustee
|
Aggregate Dollar Range
of Vanguard Fund Shares
Owned by Trustee
|
Vanguard Short-Term Corporate Bond Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Short-Term Treasury Index Fund
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Total Corporate Bond ETF
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Vanguard Total World Bond ETF
|
Mortimer J. Buckley
|
—
|
Over $100,000
|
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
Deanna Mulligan
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Sarah Bloom Raskin
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
Vanguard Fund
|
Share Class
|
Owner and Address
|
Percentage
of Ownership
|
Vanguard Explorer Value Fund
|
Investor Shares
|
MAC & CO A/C 287219 PITTSBURGH,
PA
|
15.44%
|
|
|
FIDELITY INVESTMENTS
INSTITUTIONAL OPERATIONS CO
COVINGTON, KY
|
10.21%
|
|
|
GREAT-WEST TRUST COMPANY LLC
GREENWOOD VILLAGE, CO
|
7.41%
|
Vanguard Intermediate-Term Corporate Bond Index
Fund
|
Admiral Shares
|
CHARLES SCHWAB & CO INC SAN
FRANCISCO, CA
|
6.43%
|
|
Institutional Shares
|
ASHLAND ASBESTOS DEFENSE TRUST
New York, NY
|
17.23%
|
|
|
ENSIGN PEAK ADVISORS INC Salt Lake
City, UT
|
6.39%
|
|
|
MAC & CO A/C 290350 PITTSBURGH,
PA
|
15.29%
|
|
|
MUNICH REINSURANCE AMERICA,
INC. PENSION PLAN PRINCETON, NJ
|
8.66%
|
|
|
PACIFIC LIFE FOUNDATION NEWPORT
BEACH, CA
|
9.51%
|
|
|
WELLS FARGO BANK NA FBO
NATIONAL-OIL WE MINNEAPOLIS, MN
|
9.97%
|
|
|
WELLS FARGO BANK NA FBO UNITED
STATES POLO ASSOCIATION
MINNEAPOLIS, MN
|
5.94%
|
Vanguard Intermediate-Term Treasury Index Fund
|
Admiral Shares
|
CHARLES SCHWAB & CO INC SAN
FRANCISCO, CA
|
23.63%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
9.84%
|
|
Institutional Shares
|
CHARLES SCHWAB & CO INC SAN
FRANCISCO, CA
|
10.24%
|
|
|
SEI PRIVATE TRUST COMPANY Oaks,
PA
|
5.25%
|
|
|
MAC & CO A/C 744978 PITTSBURGH,
PA
|
6.3%
|
|
|
MERRILL LYNCH PIERCE FENNER &
SMITH INC JACKSONVILLE, FL
|
5.01%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
25%
|
|
|
UNITED FED OF TEACHERS WELFARE
FUND NEW YORK, NY
|
5.14%
|
|
|
US BANK NA Milwaukee, WI
|
8.58%
|
Vanguard Long-Term Corporate Bond Index Fund
|
Admiral Shares
|
CHARLES SCHWAB & CO INC SAN
FRANCISCO, CA
|
10.78%
|
|
Institutional Shares
|
MITRA & CO MILWAUKEE, WI
|
20.39%
|
|
|
MAC & CO A/C 141110 PITTSBURGH,
PA
|
5.65%
|
|
|
MAC & CO A/C 695307 PITTSBURGH,
PA
|
20.07%
|
|
|
NEW YORK UNIVERSITY STAFF
PENSION PLAN
(NON-CONTRIBUTORY) NEW YORK, NY
|
24.73%
|
|
|
NORTHERN TRUST COMPANY CUST
FBO NEW YORK TIMES COMPANY,
GUILD FUND A/C 2661847 Chicago, IL
|
23.21%
|
Vanguard Fund
|
Share Class
|
Owner and Address
|
Percentage
of Ownership
|
Vanguard Long-Term Treasury Index Fund
|
Admiral Shares
|
CHARLES SCHWAB & CO INC SAN
FRANCISCO, CA
|
15.99%
|
|
Institutional Shares
|
SEI PRIVATE TRUST COMPANY FBO
MOOG INC EMPLOYEES RET PLAN
Oaks, PA
|
7.17%
|
|
|
MUELLER GROUP LLC PENSION PLAN
FOR SELECTED EMPLOYEES
ATLANTA, GA
|
5.65%
|
|
|
MUELLER GROUP LLC PENSION FOR
SELECTED EMPLOYEES ATLANTA, GA
|
5.66%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
19.14%
|
|
|
STANFORD UNIVERSITY
POST-RETIREMENT & POST-
EMPLOYMENT BENEFIT PLAN
RETIREE ACCOUNT PALO ALTO, CA
|
5.21%
|
Vanguard Mortgage-Backed Securities Index Fund
|
Admiral Shares
|
CHARLES SCHWAB & CO INC SAN
FRANCISCO, CA
|
7.62%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
17.12%
|
|
|
SEI PRIVATE TRUST COMPANY OAKS,
PA
|
13.93%
|
|
Institutional Shares
|
GLOBAL STRATEGIC ALLOCATION
FUND 1 CAYMAN ISLANDS
|
33.84%
|
|
|
JNL SERIES TRUST CHICAGO, IL
|
7.77%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
52.35%
|
|
|
WELLS FARGO BANK NA FBO UNITED
STATES POLO ASSOCIATION
MINNEAPOLIS, MN
|
6.07%
|
Vanguard Russell 1000 Growth Index Fund
|
Institutional Shares
|
MITRA & CO MILWAUKEE, WI
|
10.32%
|
|
|
MAC & CO A/C 833845 PITTSBURGH,
PA
|
5.01%
|
|
|
MAC & CO A/C 835090 PITTSBURGH,
PA
|
8.11%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
6.96%
|
Vanguard Russell 1000 Index Fund
|
Institutional Shares
|
MASSACHUSETTS MUTUAL LIFE
INSURANCE SPRINGFIELD, MA
|
8.68%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
21%
|
Vanguard Russell 1000 Value Index Fund
|
Institutional Shares
|
MITRA & CO MILWAUKEE, WI
|
11.01%
|
|
|
MERRILL LYNCH PIERCE FENNER &
SMITH INC Jacksonville, FL
|
6.17%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
12.1%
|
|
|
SAXON & CO FBO 20750734461187
CLEVELAND, OH
|
5.07%
|
|
|
US BANK NA MILWAUKEE, WI
|
5.79%
|
Vanguard Fund
|
Share Class
|
Owner and Address
|
Percentage
of Ownership
|
Vanguard Russell 2000 Growth Index Fund
|
Institutional Shares
|
COLLEGE SAVINGS PLAN OF
NEBRASKA PITTSBURGH, PA
|
7.51%
|
|
|
FIDELITY INVESTMENTS
INSTITUTIONAL OPERATIONS CO
COVINGTON, KY
|
21.23%
|
|
|
JOHN HANCOCK TRUST COMPANY
LLC WESTWOOD, MA
|
6.37%
|
|
|
SEI PRIVATE TRUST COMPANY OAKS,
PA
|
6.39%
|
|
|
MAC & CO A/C 719527 PITTSBURGH,
PA
|
40.96%
|
Vanguard Russell 2000 Index Fund
|
Institutional Shares
|
MITRA & CO MILWAUKEE, WI
|
8.83%
|
|
|
CHARLES SCHWAB & CO INC SAN
FRANCISCO, CA
|
5.79%
|
|
|
COMMUNITY FUNDS INC CFI POOL
NEW YORK, NY
|
5.48%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
20.4%
|
|
|
SEI PRIVATE TRUST COMPANY OAKS,
PA
|
5.35%
|
Vanguard Russell 2000 Value Index Fund
|
Institutional Shares
|
MITRA & CO MILWAUKEE, WI
|
18.33%
|
|
|
CHARLES SCHWAB & CO INC SAN
FRANCISCO, CA
|
5.85%
|
|
|
JOHN HANCOCK TRUST COMPANY
LLC WESTWOOD, MA
|
23.5%
|
|
|
KEY TRUST COMPANY CLEVELAND,
OH
|
13.26%
|
|
|
MAC & CO A/C 670640 PITTSBURGH,
PA
|
8.09%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
30.95%
|
Vanguard Russell 3000 Index Fund
|
Institutional Shares
|
CHARLES SCHWAB & CO INC SAN
FRANCISCO, CA
|
5.26%
|
|
|
COMMERCE BANK MORI & CO
KANSAS CITY, MO
|
11.95%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
13.82%
|
|
|
WELLS FARGO BANK NA FBO HMH -
COLLIS P & H PORTFOLIO 24135900
MINNEAPOLIS, MN
|
6.88%
|
|
|
WELLS FARGO BANK NA FBO HMH -
OPERATIONAL PORTFOLIO 24119300
MINNEAPOLIS, MN
|
6.12%
|
|
|
WELLS FARGO BANK NA FBO
MULTICARE PENSION-VANGUARD
3000 18335123 MINNEAPOLIS MN
|
6.87%
|
Vanguard Short-Term Corporate Bond Index Fund
|
Admiral Shares
|
CHARLES SCHWAB & CO INC SAN
FRANCISCO, CA
|
12.14%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
7.41%
|
|
Institutional Shares
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
27.28%
|
|
|
THE UNIVERSITY OF SOUTH FLORIDA
BOARD OF TRUSTEES TAMPA, FL
|
21.16%
|
|
|
WELLS FARGO BANK NA FBO CITY OF
ALBUQUERQUE 25877000
MINNEAPOLIS, MN
|
8.7%
|
Vanguard Fund
|
Share Class
|
Owner and Address
|
Percentage
of Ownership
|
Vanguard Short-Term Treasury Index Fund
|
Admiral Shares
|
CHARLES SCHWAB & CO INC SAN
FRANCISCO, CA
|
12.93%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
9.88%
|
|
Institutional Shares
|
CHARLES SCHWAB & CO INC SAN
FRANCISCO, CA
|
18.94%
|
|
|
NATIONAL FINANCIAL SERVICES
CORPORATION JERSEY CITY, NJ
|
12.04%
|
|
|
MAC & CO A/C 135183 Pittsburgh, PA
|
6.27%
|
Vanguard Fund
|
Owner
|
Percentage
of Ownership
|
Vanguard Intermediate-Term Corporate Bond ETF
|
Charles Schwab & Co., Inc.
|
15.72%
|
|
JPMorgan Chase Bank, National Association
|
7.82%
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
14.63%
|
|
National Financial Services LLC
|
7.66%
|
|
State Street Bank and Trust Company
|
6.1%
|
|
TD Ameritrade Clearing, Inc.
|
8.64%
|
Vanguard Intermediate-Term Treasury ETF
|
Charles Schwab & Co., Inc.
|
13.58%
|
|
JPMorgan Chase Bank, National Association
|
8.1%
|
|
National Financial Services LLC
|
14.68%
|
|
TD Ameritrade Clearing, Inc.
|
11.34%
|
|
UBS Financial Services LLC
|
8.92%
|
Vanguard Long-Term Corporate Bond ETF
|
Brown Brothers Harriman & Co.
|
7.31%
|
|
Charles Schwab & Co., Inc.
|
6.38%
|
|
JPMorgan Chase Bank, National Association
|
15.03%
|
|
State Street Bank and Trust Company
|
5.11%
|
|
The Bank of New York Mellon
|
13.37%
|
|
Vanguard Marketing Corporation
|
8.88%
|
Vanguard Long-Term Treasury ETF
|
Ameriprise Advisor Services, Inc.
|
12.08%
|
|
Charles Schwab & Co., Inc.
|
9.62%
|
|
Morgan Stanley DW Inc.
|
6.46%
|
|
National Financial Services LLC
|
5.76%
|
|
Pershing LLC
|
6.3%
|
|
State Street Bank and Trust Company
|
5.78%
|
|
TD Ameritrade Clearing, Inc.
|
5.04%
|
|
The Bank of New York Mellon
|
5.02%
|
|
Vanguard Marketing Corporation
|
9.73%
|
Vanguard Mortgage-Backed Securities ETF
|
Charles Schwab & Co., Inc.
|
32.81%
|
|
JPMorgan Chase Bank, National Association
|
5.74%
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
16.01%
|
|
National Financial Services LLC
|
10.49%
|
|
TD Ameritrade Clearing, Inc.
|
5.44%
|
Vanguard Russell 1000 ETF
|
Brown Brothers Harriman & Co.
|
11.33%
|
|
Charles Schwab & Co., Inc.
|
22.47%
|
|
National Financial Services LLC
|
8.16%
|
|
TD Ameritrade Clearing, Inc.
|
7.88%
|
|
UBS Financial Services LLC
|
6.96%
|
|
Vanguard Marketing Corporation
|
11.59%
|
Vanguard Fund
|
Owner
|
Percentage
of Ownership
|
Vanguard Russell 1000 Growth ETF
|
Charles Schwab & Co., Inc.
|
12.33%
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
7.86%
|
|
Morgan Stanley DW Inc.
|
8.53%
|
|
National Financial Services LLC
|
9.18%
|
|
SEI PV/GWP
|
12.09%
|
|
TD Ameritrade Clearing, Inc.
|
5.74%
|
|
Vanguard Marketing Corporation
|
6.6%
|
Vanguard Russell 1000 Value ETF
|
Charles Schwab & Co., Inc.
|
8.34%
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
18.79%
|
|
Morgan Stanley DW Inc.
|
8.68%
|
|
National Financial Services LLC
|
8.29%
|
|
SEI PV/GWP
|
13.33%
|
|
UBS Financial Services LLC
|
8.69%
|
Vanguard Russell 2000 ETF
|
Charles Schwab & Co., Inc.
|
13.96%
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
6.44%
|
|
National Financial Services LLC
|
14.47%
|
|
Pershing LLC
|
5.89%
|
|
TD Ameritrade Clearing, Inc.
|
7.94%
|
|
UBS Financial Services LLC
|
5.14%
|
|
Vanguard Marketing Corporation
|
6.12%
|
Vanguard Russell 2000 Growth ETF
|
Ameriprise Advisor Services, Inc.
|
5.01%
|
|
Charles Schwab & Co., Inc.
|
20.6%
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
7.16%
|
|
National Financial Services LLC
|
13.9%
|
|
Pershing LLC
|
6.29%
|
|
TD Ameritrade Clearing, Inc.
|
8.64%
|
|
Vanguard Marketing Corporation
|
12.35%
|
Vanguard Russell 2000 Value ETF
|
Charles Schwab & Co., Inc.
|
25.92%
|
|
National Financial Services LLC
|
12.62%
|
|
Northern Trust Company, The
|
12.86%
|
|
Pershing LLC
|
5.59%
|
|
TD Ameritrade Clearing, Inc.
|
6.91%
|
|
Vanguard Marketing Corporation
|
9.39%
|
Vanguard Russell 3000 ETF
|
Ameriprise Advisor Services, Inc.
|
7.05%
|
|
Charles Schwab & Co., Inc.
|
14.29%
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
5.14%
|
|
National Financial Services LLC
|
7.79%
|
|
TD Ameritrade Clearing, Inc.
|
10.61%
|
|
The Bank of New York Mellon
|
11.52%
|
|
Vanguard Marketing Corporation
|
12.3%
|
Vanguard Short-Term Corporate Bond ETF
|
Brown Brothers Harriman & Co.
|
5.28%
|
|
Charles Schwab & Co., Inc.
|
14.56%
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
11.44%
|
|
Morgan Stanley DW Inc.
|
6.72%
|
|
National Financial Services LLC
|
9.5%
|
|
State Street Bank and Trust Company
|
5.78%
|
|
TD Ameritrade Clearing, Inc.
|
6.09%
|
Vanguard Fund
|
Owner
|
Percentage
of Ownership
|
Vanguard Short-Term Treasury ETF
|
Charles Schwab & Co., Inc.
|
18.07%
|
|
JPMorgan Chase Bank, National Association
|
5.74%
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
5.64%
|
|
National Financial Services LLC
|
8.11%
|
|
The Northern Trust Company
|
5.36%
|
|
TD Ameritrade Clearing, Inc.
|
10.74%
|
Vanguard Total Corporate Bond ETF
|
Charles Schwab & Co., Inc.
|
14.06%
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
8.4%
|
|
National Financial Services LLC
|
12.89%
|
|
TD Ameritrade Clearing, Inc.
|
9.22%
|
|
Vanguard Marketing Corporation
|
27.81%
|
Vanguard Total World Bond ETF
|
Charles Schwab & Co., Inc.
|
10.68%
|
|
JPMorgan Chase Bank, National Association
|
18.29%
|
|
National Financial Services LLC
|
13.33%
|
|
TD Ameritrade Clearing, Inc.
|
15.21%
|
|
Vanguard Marketing Corporation
|
18.22%
|
Vanguard Fund
|
Owner
|
Percentage
of Ownership
|
Vanguard Mortgage-Backed Securities Index Fund
|
Charles Schwab & Co., Inc.
|
29.73%
|
Vanguard Total Corporate Bond ETF
|
VANGUARD Marketing Corporation
|
27.81%
|
Portfolio Manager
|
|
No. of
accounts
|
Total assets
|
No. of accounts with
performance-based
fees
|
Total assets in
accounts with
performance-based
fees
|
Eugene Fox III
|
Registered investment companies1
|
6
|
$ 1.2B
|
1
|
$ 562M
|
|
Other pooled investment vehicles
|
5
|
$ 234M
|
0
|
$ 0
|
|
Other accounts
|
51
|
$ 2.1B
|
0
|
$ 0
|
Robert B. Kirkpatrick
|
Registered investment companies1
|
6
|
$ 1.2B
|
1
|
$ 562M
|
|
Other pooled investment vehicles
|
5
|
$ 234M
|
0
|
$ 0
|
|
Other accounts
|
51
|
$ 2.1B
|
0
|
$ 0
|
Rachel D. Matthews
|
Registered investment companies1
|
6
|
$ 1.2B
|
1
|
$ 562M
|
|
Other pooled investment vehicles
|
5
|
$ 234M
|
0
|
$ 0
|
|
Other accounts
|
51
|
$ 2.1B
|
0
|
$ 0
|
Robert F. Fields
|
Registered investment companies1
|
6
|
$ 1.2B
|
1
|
$ 562M
|
|
Other pooled investment vehicles
|
5
|
$ 234M
|
0
|
$ 0
|
|
Other accounts
|
51
|
$ 2.1B
|
0
|
$ 0
|
Portfolio Manager
|
|
No. of
accounts
|
Total assets
|
No. of accounts with
performance-based
fees
|
Total assets in
accounts with
performance-based
fees
|
William A. Teichner
|
Registered investment companies1
|
1
|
$ 562M
|
1
|
$ 562M
|
|
Other pooled investment vehicles
|
1
|
$ 108.7M
|
0
|
$ 0
|
|
Other accounts
|
25
|
$ 1.7B
|
0
|
$ 0
|
Rushan Jiang
|
Registered investment companies1
|
1
|
$ 562M
|
1
|
$ 562M
|
|
Other pooled investment vehicles
|
1
|
$ 108.7M
|
0
|
$ 0
|
|
Other accounts
|
25
|
$ 1.7B
|
0
|
$ 0
|
Vanguard Fund
|
2018
|
2019
|
2020
|
Vanguard Short-Term Treasury Index Fund
|
$ 99,000
|
$ 253,000
|
$ 294,000
|
Vanguard Intermediate-Term Treasury Index Fund
|
97,000
|
205,000
|
258,000
|
Vanguard Long-Term Treasury Index Fund
|
47,000
|
80,000
|
126,000
|
Vanguard Short-Term Corporate Bond Index Fund
|
816,000
|
995,000
|
941,000
|
Vanguard Intermediate-Term Corporate Bond Index Fund
|
625,000
|
816,000
|
909,000
|
Vanguard Long-Term Corporate Bond Index Fund
|
96,000
|
139,000
|
146,000
|
Vanguard Mortgage-Backed Securities Index Fund
|
188,000
|
328,000
|
357,000
|
Vanguard Russell 1000 Index Fund
|
435,000
|
467,000
|
556,000
|
Vanguard Russell 1000 Value Index Fund
|
434,000
|
507,000
|
572,000
|
Vanguard Russell 1000 Growth Index Fund
|
669,000
|
794,000
|
999,000
|
Vanguard Russell 2000 Index Fund
|
322,000
|
362,000
|
330,000
|
Vanguard Russell 2000 Value Index Fund
|
53,000
|
55,000
|
60,000
|
Vanguard Russell 2000 Growth Index Fund
|
106,000
|
116,000
|
120,000
|
Vanguard Russell 3000 Index Fund
|
178,000
|
191,000
|
216,000
|
Portfolio Manager
|
|
No. of
accounts
|
Total assets
|
No. of accounts with
performance-based
fees
|
Total assets in
accounts with
performance-based
fees
|
Joshua C. Barrickman
|
Registered investment companies1
|
22
|
$ 978B
|
0
|
$ 0
|
|
Other pooled investment vehicles
|
0
|
$ 0
|
0
|
$ 0
|
|
Other accounts
|
0
|
$ 0
|
0
|
$ 0
|
|
|
|
|
|
|
Michael Johnson
|
Registered investment companies2
|
19
|
$ 283B
|
0
|
$ 0
|
|
Other pooled investment vehicles
|
2
|
$ 7.2B
|
0
|
$ 0
|
|
Other accounts
|
1
|
$ 1.9B
|
0
|
$ 0
|
|
|
|
|
|
|
Portfolio Manager
|
|
No. of
accounts
|
Total assets
|
No. of accounts with
performance-based
fees
|
Total assets in
accounts with
performance-based
fees
|
Walter Nejman
|
Registered investment companies2
|
54
|
$ 2.1T
|
0
|
$ 0
|
|
Other pooled investment vehicles
|
2
|
$ 2.3B
|
0
|
$ 0
|
|
Other accounts
|
0
|
$ 0
|
0
|
$ 0
|
|
|
|
|
|
|
Vanguard Fund
|
Securities Lending Activities
|
Vanguard Explorer Value Fund
|
|
Gross income from securities lending activities
|
$92,077
|
Fees paid to securities lending agent from a revenue split
|
$0
|
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split
|
$181
|
Administrative fees not included in revenue split
|
$809
|
Indemnification fee not included in revenue split
|
$0
|
Rebate (paid to borrower)
|
$8,875
|
Other fees not included in revenue split (specify)
|
$0
|
Aggregate fees/compensation for securities lending activities
|
$9,865
|
Net income from securities lending activities
|
$82,212
|
Vanguard Russell 1000 Growth Index Fund
|
|
Gross income from securities lending activities
|
$251,552
|
Fees paid to securities lending agent from a revenue split
|
$0
|
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split
|
$526
|
Administrative fees not included in revenue split
|
$1,621
|
Indemnification fee not included in revenue split
|
$0
|
Rebate (paid to borrower)
|
$87,023
|
Other fees not included in revenue split (specify)
|
$0
|
Aggregate fees/compensation for securities lending activities
|
$89,170
|
Net income from securities lending activities
|
$162,382
|
Vanguard Fund
|
Securities Lending Activities
|
Vanguard Russell 1000 Index Fund
|
|
Gross income from securities lending activities
|
$197,911
|
Fees paid to securities lending agent from a revenue split
|
$0
|
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split
|
$174
|
Administrative fees not included in revenue split
|
$1,616
|
Indemnification fee not included in revenue split
|
$0
|
Rebate (paid to borrower)
|
$30,106
|
Other fees not included in revenue split (specify)
|
$0
|
Aggregate fees/compensation for securities lending activities
|
$31,896
|
Net income from securities lending activities
|
$166,015
|
Vanguard Russell 1000 Value Index Fund
|
|
Gross income from securities lending activities
|
$310,166
|
Fees paid to securities lending agent from a revenue split
|
$0
|
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split
|
$228
|
Administrative fees not included in revenue split
|
$2,853
|
Indemnification fee not included in revenue split
|
$0
|
Rebate (paid to borrower)
|
$14,041
|
Other fees not included in revenue split (specify)
|
$0
|
Aggregate fees/compensation for securities lending activities
|
$17,122
|
Net income from securities lending activities
|
$293,044
|
Vanguard Russell 2000 Growth Index Fund
|
|
Gross income from securities lending activities
|
$1,737,964
|
Fees paid to securities lending agent from a revenue split
|
$0
|
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split
|
$993
|
Administrative fees not included in revenue split
|
$18,278
|
Indemnification fee not included in revenue split
|
$0
|
Rebate (paid to borrower)
|
$80,847
|
Other fees not included in revenue split (specify)
|
$0
|
Aggregate fees/compensation for securities lending activities
|
$100,118
|
Net income from securities lending activities
|
$1,637,846
|
Vanguard Russell 2000 Index Fund
|
|
Gross income from securities lending activities
|
$4,169,700
|
Fees paid to securities lending agent from a revenue split
|
$0
|
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split
|
$2,527
|
Administrative fees not included in revenue split
|
$43,437
|
Indemnification fee not included in revenue split
|
$0
|
Rebate (paid to borrower)
|
$183,933
|
Other fees not included in revenue split (specify)
|
$0
|
Aggregate fees/compensation for securities lending activities
|
$229,897
|
Net income from securities lending activities
|
$3,939,803
|
Vanguard Fund
|
Securities Lending Activities
|
Vanguard Russell 2000 Value Index Fund
|
|
Gross income from securities lending activities
|
$573,539
|
Fees paid to securities lending agent from a revenue split
|
$0
|
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split
|
$233
|
Administrative fees not included in revenue split
|
$5,986
|
Indemnification fee not included in revenue split
|
$0
|
Rebate (paid to borrower)
|
$8,251
|
Other fees not included in revenue split (specify)
|
$0
|
Aggregate fees/compensation for securities lending activities
|
$14,470
|
Net income from securities lending activities
|
$559,069
|
Vanguard Russell 3000 Index Fund
|
|
Gross income from securities lending activities
|
$143,021
|
Fees paid to securities lending agent from a revenue split
|
$0
|
Fees paid for any cash collateral management service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included in the revenue split
|
$60
|
Administrative fees not included in revenue split
|
$1,418
|
Indemnification fee not included in revenue split
|
$0
|
Rebate (paid to borrower)
|
$6,060
|
Other fees not included in revenue split (specify)
|
$0
|
Aggregate fees/compensation for securities lending activities
|
$7,538
|
Net income from securities lending activities
|
$135,483
|
Vanguard Fund
|
2018
|
2019
|
2020
|
Vanguard Explorer Value Fund
|
$ 487,000
|
$ 414,000
|
$ 521,000
|
Vanguard Intermediate-Term Corporate Bond Index Fund
|
74,000
|
100,000
|
91,000
|
Vanguard Intermediate-Term Treasury Index Fund
|
—
|
—
|
—
|
Vanguard Long-Term Corporate Bond Index Fund
|
12,000
|
8,000
|
11,000
|
Vanguard Long-Term Treasury Index Fund
|
—
|
Less than 1,000
|
Less than 1,000
|
Vanguard Mortgage-Backed Securities Index Fund
|
—
|
—
|
1,000
|
Vanguard Russell 1000 Growth Index Fund
|
31,000
|
30,000
|
26,000
|
Vanguard Russell 1000 Index Fund
|
15,000
|
17,000
|
20,000
|
Vanguard Russell 1000 Value Index Fund
|
21,000
|
45,000
|
51,000
|
Vanguard Russell 2000 Growth Index Fund
|
66,000
|
35,000
|
41,000
|
Vanguard Russell 2000 Index Fund
|
93,000
|
90,000
|
178,000
|
Vanguard Russell 2000 Value Index Fund
|
32,000
|
22,000
|
42,000
|
Vanguard Russell 3000 Index Fund
|
13,000
|
14,000
|
12,000
|
Vanguard Short-Term Corporate Bond Index Fund
|
131,000
|
142,000
|
127,000
|
Vanguard Short-Term Treasury Index Fund
|
—
|
—
|
—
|
Vanguard Total Corporate Bond ETF
|
—
|
—
|
—
|
Vanguard Total World Bond ETF
|
—
|
—
|
—
|
Vanguard Fund
|
Regular Broker or Dealer (or Parent)
|
Aggregate Holdings
|
Vanguard Explorer Value Fund
|
—
|
—
|
Vanguard Intermediate-Term Corporate Bond Index Fund
|
Barclays Capital Inc.
|
$ 275,232,000
|
|
Chase SEC
|
1,041,405,000
|
|
Citigroup Global Markets
|
936,424,000
|
|
Credit Suisse Securities
|
42,476,000
|
|
Deutsche Bank Securities, Inc.
|
9,872,000
|
|
Goldman, Sachs & Co.
|
536,061,000
|
|
HSBC Securities
|
548,145,000
|
|
Morgan Stanley
|
736,344,000
|
|
Wells Fargo
|
795,098,000
|
Vanguard Intermediate-Term Treasury Index Fund
|
—
|
—
|
Vanguard Long-Term Corporate Bond Index Fund
|
Barclays Capital Inc.
|
7,851,000
|
|
Chase SEC
|
78,927,000
|
|
Citigroup Global Markets
|
50,347,000
|
|
Goldman, Sachs & Co.
|
63,119,000
|
|
Morgan Stanley
|
41,838,000
|
|
Wells Fargo
|
85,606,000
|
Vanguard Long-Term Treasury Index Fund
|
—
|
—
|
Vanguard Mortgage-Backed Securities Index Fund
|
—
|
—
|
Vanguard Russell 1000 Growth Index Fund
|
—
|
—
|
Vanguard Russell 1000 Index Fund
|
Goldman, Sachs & Co.
|
8,726,000
|
|
J.P. Morgan Securities Inc.
|
38,993,000
|
|
Jefferies & Company, Inc.
|
511,000
|
|
Merrill Lynch, Pierce, Fenner & Smith Inc.
|
25,625,000
|
|
Morgan Stanley
|
7,361,000
|
|
National Financial Services LLC
|
1,149,000
|
|
Wells Fargo Securities, LLC
|
11,664,000
|
Vanguard Russell 1000 Value Index Fund
|
Goldman, Sachs & Co.
|
17,181,000
|
|
J.P. Morgan Securities Inc.
|
76,793,000
|
|
Merrill Lynch, Pierce, Fenner & Smith Inc.
|
50,382,000
|
|
Morgan Stanley
|
14,586,000
|
|
National Financial Services LLC
|
2,288,000
|
|
Wells Fargo Securities, LLC
|
22,954,000
|
Vanguard Russell 2000 Growth Index Fund
|
Cowen & Co., LLC
|
150,000
|
Vanguard Russell 2000 Index Fund
|
Cowen & Co., LLC
|
608,000
|
Vanguard Russell 2000 Value Index Fund
|
Cowen & Co., LLC
|
133,000
|
Vanguard Russell 3000 Index Fund
|
Goldman, Sachs & Co.
|
3,372,000
|
|
J.P. Morgan Securities Inc.
|
15,161,000
|
|
Merrill Lynch, Pierce, Fenner & Smith Inc.
|
9,929,000
|
|
Morgan Stanley
|
2,874,000
|
|
National Financial Services LLC
|
454,000
|
|
Wells Fargo Securities, LLC
|
4,525,000
|
Country
|
JAN
|
FEB
|
MAR
|
APR
|
MAY
|
JUN
|
JUL
|
AUG
|
SEP
|
OCT
|
NOV
|
DEC
|
Albania
|
1, 2
|
|
14, 24
|
13, 20
|
1
|
|
31
|
|
7
|
|
30
|
8, 25
|
Argentina
|
1
|
24, 25
|
23, 24
|
2, 9,
10
|
1, 25
|
15
|
9, 10
|
17
|
|
12
|
6, 23
|
7, 8,
25
|
Australia
|
1, 27
|
|
2, 9
|
10, 13
|
4
|
1, 8
|
|
3, 12
|
28
|
5
|
3
|
24, 25,
28, 31
|
Austria
|
1
|
|
|
10, 13
|
1
|
1
|
|
|
|
26
|
|
24, 25,
31
|
Bahrain**
|
1
|
|
|
|
24-26
|
|
|
2, 20
|
|
29
|
|
16, 17
|
Bangladesh
|
|
|
17, 26
|
9, 14
|
6, 21,
24, 25
|
|
1
|
2, 11,
30
|
|
26
|
|
16, 31
|
Belgium
|
1, 10
|
|
|
10, 13
|
1, 21,
22
|
1
|
21
|
|
|
|
11
|
24, 25,
31
|
Benin
|
1
|
|
|
13
|
1, 20,
21
|
1
|
31
|
7
|
|
29
|
|
25
|
Bermuda
|
1
|
|
|
10
|
29
|
15
|
30, 31
|
|
7
|
|
11
|
25, 28
|
Bosnia and
Herzegovina, Fed. of
|
1, 2, 7,
9
|
|
|
13, 17,
20
|
1, 25
|
|
31
|
|
|
|
21, 25
|
25
|
Botswana
|
1, 2
|
|
|
10, 13
|
1, 21
|
|
1, 20,
21
|
|
30
|
1
|
|
25
|
Brazil
|
1
|
24, 25,
26
|
|
10, 21
|
1
|
11
|
9
|
|
7
|
12
|
2, 20
|
24, 25,
31
|
Bulgaria
|
1
|
|
3
|
10, 13,
17, 20
|
1, 6,
25
|
|
|
|
7, 22
|
|
|
24, 25,
28
|
Burkina Faso
|
1
|
|
|
13
|
1, 20,
21
|
1
|
31
|
7
|
|
29
|
|
25
|
Canada
|
1, 2
|
17
|
|
10
|
18
|
24
|
1
|
3
|
7
|
12
|
11
|
24, 25,
28
|
Chile
|
1
|
|
|
10
|
1, 21
|
29
|
16
|
|
18
|
12
|
|
8, 25,
31
|
China
|
1, 24,
27-30
|
|
|
6
|
1, 4, 5
|
25, 26
|
|
|
|
1, 2,
5-8
|
|
|
China Connect - Stock
Connect
|
1, 24,
27-30
|
|
|
6, 9,
10, 13,
29, 30
|
1, 4, 5
|
25, 26,
30
|
1
|
|
|
1, 2,
5-8,
23, 26
|
|
24, 25
|
Colombia
|
1, 6
|
|
23
|
9, 10
|
1, 25
|
15, 22,
29
|
20
|
7, 17
|
|
12
|
2, 16
|
8, 24,
25, 31
|
Costa Rica
|
1
|
|
|
9-10
|
1
|
|
|
|
15
|
12
|
|
25
|
Croatia
|
1, 6
|
|
|
10, 13
|
1
|
11, 22
|
|
5
|
|
|
18
|
24, 25,
31
|
Cyprus
|
1, 6
|
|
2, 25
|
1, 10,
13, 17,
20, 21
|
1
|
8
|
|
|
|
1, 28
|
|
24, 25
|
Czech Republic
|
1
|
|
|
10, 13
|
1, 8
|
|
6
|
|
28
|
28
|
17
|
24, 25,
31
|
Denmark
|
1
|
|
|
9, 10,
13
|
8, 21,
22
|
1, 5
|
|
|
|
|
|
24, 25,
31
|
Egypt**
|
1, 7
|
|
|
19, 20
|
24, 25
|
|
23, 30
|
20
|
|
6, 29
|
|
|
Country
|
JAN
|
FEB
|
MAR
|
APR
|
MAY
|
JUN
|
JUL
|
AUG
|
SEP
|
OCT
|
NOV
|
DEC
|
Estonia
|
1
|
24
|
|
10, 13
|
1, 21
|
23, 24
|
|
20
|
|
|
|
24, 25,
31
|
Eswatini
|
1
|
|
|
10, 13,
20
|
1, 21
|
|
22
|
|
7
|
|
|
25, 28
|
Finland
|
1, 6
|
|
|
10, 13
|
1, 21
|
19
|
|
|
|
|
|
24, 25,
31
|
France
|
1
|
|
|
10, 13
|
1
|
|
|
|
|
|
|
24, 25,
31
|
Germany
|
1
|
|
|
10, 13
|
1
|
1
|
|
|
|
|
|
24, 25,
31
|
Ghana
|
1, 7
|
|
6
|
10, 13
|
1, 25
|
|
30, 31
|
4
|
21
|
|
|
4, 25,
28
|
Greece
|
1, 6
|
|
2, 25
|
10, 13,
17, 20
|
1
|
8
|
|
|
|
28
|
|
24, 25
|
Guinea-Bissau
|
1
|
|
|
13
|
1, 20,
21
|
1
|
31
|
7
|
|
29
|
|
25
|
Hong Kong
|
1, 27,
28
|
|
|
10, 13,
30
|
1
|
25
|
1
|
|
|
1, 2,
26
|
|
25
|
Hungary
|
1
|
|
|
10, 13
|
1
|
1
|
|
20, 21
|
|
23
|
1
|
24, 25
|
Iceland
|
1
|
|
|
9, 10,
13, 23
|
1, 21
|
1, 17
|
|
3
|
|
|
|
24, 25,
31
|
India
|
|
19, 21
|
10, 25
|
1, 2, 6,
10, 14
|
1, 7,
25
|
|
|
|
|
2, 30
|
16, 30
|
25
|
Indonesia
|
1
|
|
25
|
10
|
1, 7,
21, 22,
25-27
|
1
|
31
|
17, 20
|
|
29
|
|
24, 25,
31
|
Ireland
|
1
|
|
17
|
10, 13
|
1, 4
|
1
|
|
3
|
|
26
|
|
24, 25,
26, 28,
29, 31
|
Israel**
|
|
|
10
|
8, 9,
12, 13,
14, 15,
28, 29
|
28, 29
|
30
|
30
|
|
20, 27,
28
|
4-8
|
|
|
Italy
|
1
|
|
|
10, 13
|
1
|
|
|
|
|
|
|
24, 25,
31
|
Ivory Coast
|
1
|
|
|
13
|
1, 20,
21
|
1
|
31
|
7
|
|
29
|
|
25
|
Japan
|
1-3, 13
|
11, 24
|
20
|
29
|
4-6
|
|
23, 24
|
10
|
21, 22
|
|
3, 23
|
31
|
Jordan**
|
1
|
|
|
|
24-26
|
|
30
|
2, 3,
20
|
|
29
|
|
|
Kazakhstan
|
1, 2, 7
|
|
9, 23,
24, 25
|
|
1, 7,
11
|
|
6, 31
|
31
|
|
|
|
1, 16,
17
|
Kenya
|
1
|
|
|
10, 13
|
1, 25
|
1
|
31
|
|
|
20
|
|
25
|
Korea, Republic of
|
1, 24,
27
|
|
|
15, 30
|
1, 5
|
|
|
|
30
|
1, 2, 9
|
|
25, 31
|
Kuwait**
|
1, 2
|
25, 26
|
22
|
|
24-26
|
|
30
|
2, 3,
20
|
|
|
1
|
|
Latvia
|
1
|
|
|
10, 13
|
1, 4,
21
|
22-24
|
|
|
|
|
18
|
24, 25,
31
|
Lithuania
|
1
|
|
11
|
10, 13
|
1, 21
|
24
|
6
|
|
|
|
1
|
24, 25,
31
|
Luxembourg
|
1
|
|
|
10, 13
|
1
|
|
|
|
|
|
|
24, 25,
31
|
Malawi
|
1, 15
|
|
3
|
10, 13
|
1, 14,
25
|
|
6
|
|
|
15
|
|
25
|
Malaysia
|
1, 24,
27
|
|
|
|
1, 7,
11, 25,
26
|
|
31
|
20, 31
|
16
|
29
|
|
25
|
Country
|
JAN
|
FEB
|
MAR
|
APR
|
MAY
|
JUN
|
JUL
|
AUG
|
SEP
|
OCT
|
NOV
|
DEC
|
Mali
|
1
|
|
|
13
|
1, 20,
21
|
1
|
31
|
7
|
|
29
|
|
25
|
Mauritius
|
1, 2
|
21
|
12, 25
|
|
1
|
|
|
|
|
|
2
|
25
|
Mexico
|
1
|
3
|
16
|
9, 10
|
1
|
|
|
|
16
|
|
2, 16
|
25
|
Morocco
|
1
|
|
|
|
1, 25,
26
|
|
30, 31
|
14, 20,
21
|
|
30
|
6, 18
|
|
Namibia
|
1
|
|
|
10, 13
|
1, 4,
21, 25
|
|
|
26
|
|
|
|
10, 25
|
Netherlands
|
1
|
|
|
10, 13
|
1
|
|
|
|
|
|
|
24, 25,
31
|
New Zealand
|
1, 2
|
6
|
|
10, 13,
27
|
|
1
|
|
|
|
26
|
|
25, 28
|
Niger
|
1
|
|
|
13
|
1, 20,
21
|
1
|
31
|
7
|
|
29
|
|
25
|
Nigeria
|
1
|
|
|
10, 13
|
1, 25
|
12
|
31
|
|
|
1, 29
|
|
25
|
Norway
|
1
|
|
|
8, 9,
10, 13
|
1, 21
|
1
|
|
|
|
|
|
24, 25,
31
|
Oman**
|
1
|
|
22
|
|
24
|
|
23
|
20
|
|
29
|
18
|
|
Panama
|
1, 13
|
24-26
|
|
9, 10
|
1
|
|
|
|
|
|
3-5, 10
|
8, 25,
31
|
Peru
|
1
|
|
|
9, 10
|
1
|
29
|
28
|
|
|
8
|
|
25
|
Poland
|
1, 6
|
|
|
10, 13
|
1
|
11
|
|
|
|
|
11
|
24, 25,
31
|
Portugal
|
1
|
|
|
10, 13
|
1
|
|
|
|
|
|
|
24, 25,
31
|
Qatar**
|
1
|
11
|
1
|
|
24-26
|
|
30, 31
|
1
|
|
|
|
18
|
Romania
|
1, 2
|
|
|
17, 20
|
1
|
1, 8
|
|
|
|
|
30
|
1, 25
|
Russia
|
1, 2, 7
|
24
|
9
|
|
1, 4, 5,
11
|
12
|
|
|
|
|
4
|
|
Saudi Arabia**
|
|
|
|
|
24-28
|
|
30
|
2-5
|
23
|
|
|
|
Senegal
|
1
|
|
|
13
|
1, 20,
21
|
1
|
31
|
7
|
|
29
|
|
25
|
Serbia
|
1, 1-3,
2, 6, 7
|
17
|
|
17, 20
|
1
|
|
|
|
|
|
11
|
|
Singapore
|
1, 27
|
|
|
10
|
1, 7,
25
|
|
31
|
10
|
|
|
|
25
|
Slovak Republic
|
1, 6
|
|
|
10, 13
|
1, 8
|
|
|
|
1, 15
|
|
17
|
24, 25
|
Slovenia
|
1, 2
|
|
|
10, 13,
27
|
1
|
25
|
|
|
|
|
|
24, 25,
31
|
South Africa
|
1
|
|
|
10, 13,
27
|
1
|
16
|
|
10
|
24
|
|
|
16, 25
|
Spain
|
1
|
|
|
10, 13
|
1
|
|
|
|
|
|
|
24, 25,
31
|
Sri Lanka
|
1, 10,
15
|
4, 21
|
9
|
7, 10,
13, 14
|
1, 7, 8,
25
|
5
|
|
3
|
1
|
1, 30
|
|
25, 29
|
Sweden
|
1, 6
|
|
|
9, 10,
13, 30
|
1, 20,
21
|
19
|
|
|
|
30
|
|
24, 25,
31
|
Switzerland
|
1, 2
|
|
|
10, 13,
20
|
1, 21
|
1
|
|
|
14
|
|
|
24, 25,
31
|
Taiwan
|
1, 23,
24,
27-29
|
28
|
|
2, 3
|
1
|
25, 26
|
|
|
|
1, 2, 9
|
|
|
Tanzania
|
1
|
|
|
7, 10,
13
|
1
|
|
7, 31
|
|
|
14, 29
|
|
9, 25
|
Thailand
|
1
|
10
|
|
6,
13-15
|
1, 4, 6
|
3
|
6, 28
|
12
|
|
13, 23
|
|
7, 10,
31
|
Togo
|
1
|
|
|
13
|
1, 20,
21
|
1
|
31
|
7
|
|
29
|
|
25
|
Country
|
JAN
|
FEB
|
MAR
|
APR
|
MAY
|
JUN
|
JUL
|
AUG
|
SEP
|
OCT
|
NOV
|
DEC
|
Turkey
|
1
|
|
|
23
|
1, 19,
25, 26
|
|
15, 30,
31
|
3
|
|
28, 29
|
|
|
Uganda
|
1
|
|
|
10, 13
|
1
|
3, 9
|
31
|
|
|
9
|
|
25
|
Ukraine
|
1, 2, 6,
7
|
|
|
|
1
|
|
|
24
|
|
14
|
|
25
|
United Arab Emirates -
ADX
|
1
|
|
|
|
24-26
|
|
31
|
20
|
|
|
|
1-3
|
United Arab Emirates -
DFM
|
1
|
|
|
|
24-26
|
|
31
|
20
|
|
|
|
1-3
|
United Arab Emirates -
DIFC
|
1
|
|
|
|
24-26
|
|
31
|
20
|
|
|
|
1-3
|
United Kingdom
|
1
|
|
|
10, 13
|
8, 25
|
|
|
31
|
|
|
|
25, 28
|
United States
|
1, 20
|
17
|
|
10
|
25
|
|
3
|
|
7
|
12
|
11, 26,
27
|
24, 25
|
Uruguay
|
1, 6
|
24, 25
|
|
9, 10
|
1, 18
|
19
|
|
25
|
|
12
|
2
|
25
|
Vietnam
|
1, 23,
24,
27-29
|
|
|
2, 30
|
1
|
|
|
|
2
|
|
|
|
Zambia
|
1
|
|
9, 12
|
10, 13
|
1, 25
|
|
6, 7
|
3
|
|
19
|
|
25
|
Zimbabwe
|
1
|
21
|
|
10, 13
|
1, 25
|
|
|
10, 11
|
|
|
|
22, 25
|
Argentina
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Australia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
12/22/2020
|
12/29/2020
|
T+7
|
12/24/2020
|
12/30/2020
|
T+7
|
Austria
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Bahrain
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
05/20/2020
|
05/27/2020
|
T+7
|
05/21/2020
|
05/28/2020
|
T+7
|
Bangladesh
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
05/19/2020
|
05/27/2020
|
T+8
|
05/20/2020
|
05/28/2020
|
T+8
|
Belgium
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Bermuda
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Botswana
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/06/2020
|
04/14/2020
|
T+8
|
Botswana
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/08/2020
|
04/16/2020
|
T+8
|
04/09/2020
|
04/17/2020
|
T+8
|
04/27/2020
|
05/04/2020
|
T+7
|
04/28/2020
|
05/05/2020
|
T+7
|
04/29/2020
|
05/06/2020
|
T+7
|
04/30/2020
|
05/07/2020
|
T+7
|
05/15/2020
|
05/22/2020
|
T+7
|
05/18/2020
|
05/25/2020
|
T+7
|
05/19/2020
|
05/26/2020
|
T+7
|
05/20/2020
|
05/27/2020
|
T+7
|
06/25/2020
|
07/02/2020
|
T+7
|
06/26/2020
|
07/03/2020
|
T+7
|
06/29/2020
|
07/06/2020
|
T+7
|
06/30/2020
|
07/07/2020
|
T+7
|
07/14/2020
|
07/22/2020
|
T+8
|
07/15/2020
|
07/23/2020
|
T+8
|
07/16/2020
|
07/24/2020
|
T+8
|
07/17/2020
|
07/27/2020
|
T+10
|
09/24/2020
|
10/02/2020
|
T+8
|
09/25/2020
|
10/05/2020
|
T+10
|
09/28/2020
|
10/06/2020
|
T+8
|
09/29/2020
|
10/07/2020
|
T+8
|
12/21/2020
|
12/28/2020
|
T+7
|
12/22/2020
|
12/29/2020
|
T+7
|
12/23/2020
|
12/30/2020
|
T+7
|
12/24/2020
|
12/31/2020
|
T+7
|
Brazil
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
02/19/2020
|
02/26/2020
|
T+7
|
02/20/2020
|
02/27/2020
|
T+7
|
02/21/2020
|
02/28/2020
|
T+7
|
12/21/2020
|
12/28/2020
|
T+7
|
12/22/2020
|
12/29/2020
|
T+7
|
12/23/2020
|
12/30/2020
|
T+7
|
Bulgaria
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
12/23/2020
|
12/30/2020
|
T+7
|
12/22/2020
|
12/29/2020
|
T+7
|
Canada
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Chile
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
China A-Share
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
China B-Share
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
01/21/2020
|
02/03/2020
|
T+13
|
China B-Share
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
01/22/2020
|
02/04/2020
|
T+13
|
01/23/2020
|
02/05/2020
|
T+13
|
04/28/2020
|
05/06/2020
|
T+8
|
04/29/2020
|
05/07/2020
|
T+8
|
04/30/2020
|
05/08/2020
|
T+8
|
06/22/2020
|
06/29/2020
|
T+7
|
06/23/2020
|
06/30/2020
|
T+7
|
06/24/2020
|
07/01/2020
|
T+7
|
09/28/2020
|
10/09/2020
|
T+11
|
09/29/2020
|
10/12/2020
|
T+13
|
09/30/2020
|
10/13/2020
|
T+13
|
China Connect - Northbound Bonds
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/03/2020
|
04/14/2020
|
T+11
|
04/07/2020
|
04/15/2020
|
T+8
|
04/08/2020
|
04/16/2020
|
T+8
|
04/24/2020
|
05/06/2020
|
T+12
|
04/27/2020
|
05/07/2020
|
T+10
|
04/28/2020
|
05/08/2020
|
T+10
|
06/22/2020
|
06/29/2020
|
T+7
|
06/23/2020
|
07/02/2020
|
T+9
|
06/24/2020
|
07/03/2020
|
T+9
|
06/29/2020
|
07/06/2020
|
T+7
|
09/28/2020
|
10/09/2020
|
T+11
|
09/29/2020
|
10/12/2020
|
T+13
|
09/30/2020
|
10/13/2020
|
T+13
|
10/20/2020
|
10/27/2020
|
T+7
|
10/21/2020
|
10/28/2020
|
T+7
|
10/22/2020
|
10/29/2020
|
T+7
|
12/21/2020
|
12/28/2020
|
T+7
|
12/22/2020
|
12/29/2020
|
T+7
|
12/23/2020
|
12/30/2020
|
T+7
|
Colombia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
12/31/2019
|
01/07/2020
|
T+7
|
04/06/2020
|
04/13/2020
|
T+7
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
Costa Rica
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Croatia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Cyprus
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/15/2020
|
04/22/2020
|
T+7
|
04/16/2020
|
04/23/2020
|
T+7
|
Czech Republic
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Denmark
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
Egypt
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
07/28/2020
|
08/04/2020
|
T+7
|
07/29/2020
|
08/05/2020
|
T+7
|
Estonia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Finland
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
France
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Germany
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Ghana
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
04/09/2020
|
04/16/2020
|
T+7
|
07/27/2020
|
08/03/2020
|
T+7
|
07/28/2020
|
08/05/2020
|
T+8
|
07/29/2020
|
08/06/2020
|
T+8
|
12/22/2020
|
12/29/2020
|
T+7
|
12/23/2020
|
12/30/2020
|
T+7
|
12/24/2020
|
12/31/2020
|
T+7
|
Greece
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Hong Kong - Equity
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
01/22/2020
|
01/29/2020
|
T+7
|
01/23/2020
|
01/30/2020
|
T+7
|
Hong Kong - Corporate/Government Debt
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
01/21/2020
|
01/29/2020
|
T+8
|
01/22/2020
|
01/30/2020
|
T+8
|
01/23/2020
|
01/31/2020
|
T+8
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
04/09/2020
|
04/16/2020
|
T+7
|
Hong Kong - Corporate/Government Debt
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/27/2020
|
05/04/2020
|
T+7
|
04/28/2020
|
05/05/2020
|
T+7
|
04/29/2020
|
05/06/2020
|
T+7
|
09/28/2020
|
10/05/2020
|
T+7
|
09/29/2020
|
10/06/2020
|
T+7
|
09/30/2020
|
10/07/2020
|
T+7
|
12/21/2020
|
12/28/2020
|
T+7
|
12/22/2020
|
12/29/2020
|
T+7
|
12/23/2020
|
12/30/2020
|
T+7
|
12/28/2020
|
01/04/2021
|
T+7
|
12/29/2020
|
01/05/2021
|
T+7
|
12/30/2020
|
01/06/2021
|
T+7
|
Hungary
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Iceland
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
India
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Indonesia - Equity
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
05/19/2020
|
05/28/2020
|
T+9
|
05/20/2020
|
05/29/2020
|
T+9
|
Indonesia - Corporate/Government Debt
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
05/18/2020
|
05/28/2020
|
T+10
|
05/19/2020
|
05/29/2020
|
T+10
|
05/20/2020
|
06/02/2020
|
T+13
|
08/14/2020
|
08/21/2020
|
T+7
|
12/21/2020
|
12/28/2020
|
T+7
|
12/22/2020
|
12/29/2020
|
T+7
|
12/23/2020
|
12/30/2020
|
T+7
|
12/28/2020
|
01/04/2021
|
T+7
|
12/29/2020
|
01/05/2021
|
T+7
|
12/30/2020
|
01/06/2021
|
T+7
|
Ireland
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Israel
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/06/2020
|
04/16/2020
|
T+10
|
04/07/2020
|
04/19/2020
|
T+12
|
09/30/2020
|
10/11/2020
|
T+11
|
10/01/2020
|
10/12/2020
|
T+11
|
Italy
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Japan - Equity
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
12/27/2019
|
01/06/2020
|
T+10
|
12/30/2019
|
01/07/2020
|
T+8
|
04/30/2020
|
05/07/2020
|
T+7
|
05/01/2020
|
05/08/2020
|
T+7
|
Japan - Corporate/Government Debt
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/28/2020
|
05/07/2020
|
T+9
|
04/30/2020
|
05/08/2020
|
T+8
|
05/01/2020
|
05/11/2020
|
T+10
|
07/20/2020
|
07/27/2020
|
T+7
|
07/21/2020
|
07/28/2020
|
T+7
|
07/22/2020
|
07/29/2020
|
T+7
|
09/16/2020
|
09/23/2020
|
T+7
|
09/17/2020
|
09/24/2020
|
T+7
|
09/18/2020
|
09/25/2020
|
T+7
|
12/28/2020
|
01/04/2020
|
T+7
|
12/29/2020
|
01/05/2020
|
T+7
|
12/30/2020
|
01/06/2020
|
T+7
|
Jordan
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
05/20/2020
|
05/27/2020
|
T+7
|
05/21/2020
|
05/28/2020
|
T+7
|
07/28/2020
|
08/04/2020
|
T+7
|
07/29/2020
|
08/05/2020
|
T+7
|
Kazakhstan
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
03/18/2020
|
03/26/2020
|
T+8
|
03/19/2020
|
03/27/2020
|
T+8
|
03/20/2020
|
03/30/2020
|
T+10
|
05/05/2020
|
05/12/2020
|
T+7
|
05/06/2020
|
05/13/2020
|
T+7
|
12/11/2020
|
12/18/2020
|
T+7
|
12/14/2020
|
12/21/2020
|
T+7
|
12/15/2020
|
12/22/2020
|
T+7
|
12/29/2020
|
01/05/2021
|
T+7
|
12/30/2020
|
01/06/2021
|
T+7
|
12/31/2020
|
01/08/2021
|
T+8
|
Kenya
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
04/09/2020
|
04/16/2020
|
T+7
|
Kuwait
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
01/07/2020
|
01/14/2020
|
T+7
|
01/08/2020
|
01/15/2020
|
T+7
|
01/09/2020
|
01/16/2020
|
T+7
|
Kuwait
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
02/20/2020
|
02/27/2020
|
T+7
|
02/23/2020
|
03/01/2020
|
T+7
|
02/24/2020
|
03/02/2020
|
T+7
|
05/19/2020
|
05/27/2020
|
T+8
|
05/20/2020
|
05/28/2020
|
T+8
|
05/21/2020
|
05/31/2020
|
T+10
|
07/27/2020
|
08/04/2020
|
T+8
|
07/28/2020
|
08/05/2020
|
T+8
|
07/29/2020
|
08/06/2020
|
T+8
|
Latvia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
06/18/2020
|
06/25/2020
|
T+7
|
06/19/2020
|
06/26/2020
|
T+7
|
Lithuania
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
04/09/2020
|
04/16/2020
|
T+7
|
12/21/2020
|
12/28/2020
|
T+7
|
12/22/2020
|
12/29/2020
|
T+7
|
12/23/2020
|
12/30/2020
|
T+7
|
Luxembourg
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Malawi
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
04/09/2020
|
04/16/2020
|
T+7
|
12/22/2020
|
12/29/2020
|
T+7
|
12/23/2020
|
12/30/2020
|
T+7
|
12/24/2020
|
12/31/2020
|
T+7
|
Malaysia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Mauritius
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Mexico
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Morocco
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
07/27/2020
|
08/03/2020
|
T+7
|
07/28/2020
|
08/04/2020
|
T+7
|
07/29/2020
|
08/05/2020
|
T+7
|
08/17/2020
|
08/24/2020
|
T+7
|
08/18/2020
|
08/25/2020
|
T+7
|
Morocco
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
08/19/2020
|
08/26/2020
|
T+7
|
10/26/2020
|
11/02/2020
|
T+7
|
10/27/2020
|
11/03/2020
|
T+7
|
10/28/2020
|
11/04/2020
|
T+7
|
Namibia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/03/2020
|
04/14/2020
|
T+11
|
04/06/2020
|
04/15/2020
|
T+9
|
04/07/2020
|
04/16/2020
|
T+9
|
04/08/2020
|
04/17/2020
|
T+9
|
04/09/2020
|
04/20/2020
|
T+11
|
04/24/2020
|
05/05/2020
|
T+11
|
04/27/2020
|
05/06/2020
|
T+9
|
04/28/2020
|
05/07/2020
|
T+9
|
04/29/2020
|
05/08/2020
|
T+9
|
04/30/2020
|
05/11/2020
|
T+11
|
05/14/2020
|
05/22/2020
|
T+8
|
05/15/2020
|
05/26/2020
|
T+11
|
05/18/2020
|
05/27/2020
|
T+9
|
05/19/2020
|
05/28/2020
|
T+9
|
05/20/2020
|
05/29/2020
|
T+9
|
05/22/2020
|
06/01/2020
|
T+10
|
08/19/2020
|
08/27/2020
|
T+8
|
08/20/2020
|
08/28/2020
|
T+8
|
08/21/2020
|
08/31/2020
|
T+10
|
08/24/2020
|
09/01/2020
|
T+8
|
08/25/2020
|
09/02/2020
|
T+8
|
12/03/2020
|
12/11/2020
|
T+8
|
12/04/2020
|
12/14/2020
|
T+10
|
12/07/2020
|
12/15/2020
|
T+8
|
12/08/2020
|
12/16/2020
|
T+8
|
12/09/2020
|
12/17/2020
|
T+8
|
12/18/2020
|
12/28/2020
|
T+10
|
12/21/2020
|
12/29/2020
|
T+8
|
12/22/2020
|
12/30/2020
|
T+8
|
12/23/2020
|
12/31/2020
|
T+8
|
12/24/2020
|
01/04/2021
|
T+11
|
Netherlands
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
New Zealand
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
12/22/2020
|
12/29/2020
|
T+7
|
12/23/2020
|
12/30/2020
|
T+7
|
Nigeria
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
04/09/2020
|
04/16/2020
|
T+7
|
07/28/2020
|
08/04/2020
|
T+7
|
07/29/2020
|
08/05/2020
|
T+7
|
Nigeria
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
07/30/2020
|
08/06/2020
|
T+7
|
Norway
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/06/2020
|
04/14/2020
|
T+8
|
04/07/2020
|
04/15/2020
|
T+8
|
Oman
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
01/07/2020
|
01/15/2020
|
T+8
|
01/08/2020
|
01/16/2020
|
T+8
|
01/09/2020
|
01/19/2020
|
T+10
|
05/19/2020
|
05/31/2020
|
T+12
|
05/20/2020
|
06/01/2020
|
T+12
|
05/21/2020
|
06/02/2020
|
T+12
|
07/27/2020
|
08/04/2020
|
T+8
|
07/28/2020
|
08/05/2020
|
T+8
|
07/29/2020
|
08/06/2020
|
T+8
|
11/29/2020
|
12/06/2020
|
T+7
|
11/30/2020
|
12/07/2020
|
T+7
|
12/01/2020
|
12/08/2020
|
T+7
|
Pakistan
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
05/20/2020
|
05/28/2020
|
T+8
|
05/21/2020
|
05/29/2020
|
T+8
|
Panama
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
02/20/2020
|
02/27/2020
|
T+7
|
02/21/2020
|
02/28/2020
|
T+7
|
10/30/2020
|
11/06/2020
|
T+7
|
11/02/2020
|
11/09/2020
|
T+7
|
Peru
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Philippines
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/06/2020
|
04/13/2020
|
T+7
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
12/21/2020
|
12/28/2020
|
T+7
|
12/22/2020
|
12/29/2020
|
T+7
|
12/23/2020
|
01/04/2021
|
T+12
|
12/28/2020
|
01/05/2021
|
T+8
|
12/29/2020
|
01/06/2021
|
T+8
|
Poland
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Portugal
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Qatar
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
05/20/2020
|
05/28/2020
|
T+8
|
05/21/2020
|
05/31/2020
|
T+10
|
05/24/2020
|
06/01/2020
|
T+8
|
07/27/2020
|
08/04/2020
|
T+8
|
07/28/2020
|
08/05/2020
|
T+8
|
07/29/2020
|
08/06/2020
|
T+8
|
Romania
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Russia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/28/2020
|
05/06/2020
|
T+8
|
04/29/2020
|
05/07/2020
|
T+8
|
04/30/2020
|
05/08/2020
|
T+8
|
12/28/2020
|
01/08/2021
|
T+11
|
12/29/2020
|
01/11/2021
|
T+13
|
12/30/2020
|
01/12/2021
|
T+13
|
Saudi Arabia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
05/20/2020
|
05/31/2020
|
T+11
|
05/21/2020
|
06/01/2020
|
T+11
|
07/28/2020
|
08/06/2020
|
T+9
|
07/29/2020
|
08/09/2020
|
T+11
|
Serbia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Singapore
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Slovak Republic
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Slovenia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
South Africa
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
04/09/2020
|
04/16/2020
|
T+7
|
South Korea
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/29/2020
|
05/06/2020
|
T+7
|
09/28/2020
|
10/05/2020
|
T+7
|
09/29/2020
|
10/06/2020
|
T+7
|
Spain
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Sri Lanka
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/06/2020
|
04/15/2020
|
T+9
|
04/08/2020
|
04/16/2020
|
T+8
|
04/09/2020
|
04/17/2020
|
T+8
|
05/04/2020
|
05/11/2020
|
T+7
|
05/05/2020
|
05/12/2020
|
T+7
|
05/06/2020
|
05/13/2020
|
T+7
|
12/23/2020
|
12/30/2020
|
T+7
|
12/24/2020
|
12/31/2020
|
T+7
|
Sweden
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
Switzerland
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Taiwan
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
01/17/2020
|
01/30/2020
|
T+13
|
01/20/2020
|
01/31/2020
|
T+11
|
Tanzania
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/06/2020
|
04/14/2020
|
T+8
|
04/08/2020
|
04/15/2020
|
T+7
|
04/09/2020
|
04/16/2020
|
T+7
|
Thailand
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/09/2020
|
04/16/2020
|
T+7
|
04/10/2020
|
04/17/2020
|
T+7
|
04/30/2020
|
05/07/2020
|
T+7
|
Tunisia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
05/20/2020
|
05/27/2020
|
T+7
|
05/21/2020
|
05/28/2020
|
T+7
|
05/22/2020
|
05/29/2020
|
T+7
|
Turkey
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
07/28/2020
|
08/04/2020
|
T+7
|
07/29/2020
|
08/05/2020
|
T+7
|
Uganda
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
04/09/2020
|
04/16/2020
|
T+7
|
Ukraine
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
01/02/2020
|
01/09/2020
|
T+7
|
01/03/2020
|
01/10/2020
|
T+7
|
United Arab Emirates
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
05/20/2020
|
05/27/2020
|
T+7
|
05/21/2020
|
05/28/2020
|
T+7
|
11/29/2020
|
12/06/2020
|
T+7
|
United Kingdom
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
United States
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Uruguay
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
No settlement cycles (>=): T+7
|
Vietnam
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
01/21/2020
|
01/30/2020
|
T+9
|
01/22/2020
|
01/31/2020
|
T+9
|
WAEMU
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/27/2020
|
05/04/2020
|
T+7
|
04/28/2020
|
05/05/2020
|
T+7
|
04/29/2020
|
05/06/2020
|
T+7
|
05/15/2020
|
05/22/2020
|
T+7
|
05/18/2020
|
05/25/2020
|
T+7
|
05/19/2020
|
05/26/2020
|
T+7
|
08/03/2020
|
08/10/2020
|
T+7
|
08/04/2020
|
08/11/2020
|
T+7
|
08/05/2020
|
08/12/2020
|
T+7
|
12/21/2020
|
12/28/2020
|
T+7
|
12/22/2020
|
12/29/2020
|
T+7
|
12/23/2020
|
12/30/2020
|
T+7
|
Zambia
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
03/06/2020
|
03/13/2020
|
T+7
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
04/09/2020
|
04/16/2020
|
T+7
|
07/01/2020
|
07/08/2020
|
T+7
|
07/02/2020
|
07/09/2020
|
T+7
|
07/03/2020
|
07/10/2020
|
T+7
|
Zimbabwe
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
04/07/2020
|
04/14/2020
|
T+7
|
04/08/2020
|
04/15/2020
|
T+7
|
04/09/2020
|
04/16/2020
|
T+7
|
Zimbabwe
|
|
|
Redemption Date
|
Redemption Settlement Date
|
Settlement Period
|
08/05/2020
|
08/12/2020
|
T+7
|
08/06/2020
|
08/13/2020
|
T+7
|
08/07/2020
|
08/14/2020
|
T+7
|
12/21/2020
|
12/28/2020
|
T+7
|
(a)
|
Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed with Post-Effective
Amendment No. 56, dated September 4, 2018, is hereby incorporated by reference.
|
(b)
|
By-Laws, Amended and Restated By-Laws, filed with Post-Effective Amendment No. 51 dated December 21, 2017,
is hereby incorporated by reference.
|
(c)
|
Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the Registrant’s
Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) above.
|
(d)
|
Investment Advisory Contracts, for
Frontier Capital Management Co., LLC, filed with Post-Effective Amendment
No. 26 on August 18, 2010; and for
Cardinal Capital Management, L.L.C., filed with Post-Effective Amendment No.
42 dated December 22, 2015, are hereby incorporated by reference. The Vanguard Group, Inc., provides investment
advisory services to the Sector Bond Index Funds, the Russell Index Funds, Total Corporate Bond ETF and Total
World Bond ETF 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 Funds” in Part B
of this Registration Statement.
|
(g)
|
Custodian Agreements, for
The Bank of New York Mellon filed with Post-Effective Amendment No. 58, dated
December 21, 2018 is hereby incorporated by reference. For
State Street Bank and Trust Company, filed with
Post-Effective Amendment No. 60, dated December 20, 2019, is hereby incorporated by reference. For
JPMorgan
|
(h)
|
Other Material Contracts,
Fifth Amended and Restated Funds’ Service Agreement, is filed herewith.
Form of
Authorized Participant Agreement, filed with Post-Effective Amendment No. 26 on August 18, 2010, is hereby
incorporated by reference.
|
(i)
|
Legal Opinion, not applicable.
|
(j)
|
|
(k)
|
Omitted Financial Statements, not applicable.
|
(l)
|
Initial Capital Agreements, not applicable.
|
(m)
|
Rule 12b-1 Plan, not applicable.
|
(n)
|
|
(o)
|
Reserved.
|
(p)
|
Codes of Ethics, for
Cardinal Capital Management, L.L.C.,
Frontier Capital Management Co., LLC, and for
The
|
(a)
|
Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter
of each fund within the Vanguard group of investment companies, a family of over 200 funds.
|
(b)
|
The principal business address of each named director and officer of Vanguard Marketing Corporation is 100
Vanguard Boulevard, Malvern, PA 19355.
|
Name
|
Positions and Office with Underwriter
|
Positions and Office with Funds
|
Celeste Hagerty
|
Financial and Operations Principal
|
None
|
Danielle Corey
|
Annuity and Insurance Officer
|
None
|
Jeff Seglem
|
Annuity and Insurance Officer
|
None
|
John Bendl
|
Principal
|
Chief Financial Officer
|
Barbara Bock
|
Principal
|
None
|
Saundra K. Cusumano
|
Principal
|
None
|
James M. Delaplane Jr.
|
Principal
|
None
|
Andrew Kadjeski
|
Principal
|
None
|
Michael V. Lucci
|
Principal
|
None
|
Brian P. McCarthy
|
Principal
|
None
|
Matthew P. McCarthy
|
Principal
|
None
|
James M. Norris
|
Principal
|
None
|
Douglas R. Mento
|
Principal
|
None
|
Jim O’Rourke
|
Principal
|
None
|
David Petty
|
Principal
|
None
|
Monica Verma
|
Principal
|
None
|
(c)
|
Not applicable.
|
Signature
|
Title
|
Date
|
/s/ Mortimer J. Buckley*
Mortimer J. Buckley
|
Chairman and Chief Executive Officer
|
December 21, 2020
|
/s/ Emerson U. Fullwood*
Emerson U. Fullwood
|
Trustee
|
December 21, 2020
|
/s/ Amy Gutmann*
Amy Gutmann
|
Trustee
|
December 21, 2020
|
/s/ Joseph Loughrey*
Joseph Loughrey
|
Trustee
|
December 21, 2020
|
/s/ Mark Loughridge*
Mark Loughridge
|
Trustee
|
December 21, 2020
|
/s/ Scott C. Malpass*
Scott C. Malpass
|
Trustee
|
December 21, 2020
|
/s/ Deanna Mulligan*
Deanna Mulligan
|
Trustee
|
December 21, 2020
|
/s/ André F. Perold*
André F. Perold
|
Trustee
|
December 21, 2020
|
/s/ Sarah Bloom Raskin*
Sarah Bloom Raskin
|
Trustee
|
December 21, 2020
|
/s/ Peter F. Volanakis*
Peter F. Volanakis
|
Trustee
|
December 21, 2020
|
/s/ John Bendl*
John Bendl
|
Chief Financial Officer
|
December 21, 2020
|
amended and restated GLOBAL CUSTODY AGREEMENT
This Amended and Restated Agreement, dated August 14, 2017, is between JPMorgan Chase Bank, N.A. (“Bank”), a national banking association with a place of business at 383 Madison Avenue, New York, NY 10179; and each of the open-end management investment companies listed on Exhibit 1 of this Agreement, registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), organized as Delaware statutory trusts (each a “Trust”), severally and for and on behalf of certain of their respective portfolios listed on Exhibit 1 (each a “Fund”), each Trust and their respective Funds with a place of business at P.O. Box 2600 Valley Forge, PA 19482. Each Trust for which Bank serves as custodian under this Agreement, shall individually be referred to as “Customer.”
1. |
INTENTION OF THE PARTIES; DEFINITIONS |
1.1 |
INTENTION OF THE PARTIES. |
(a) |
This Agreement sets out the terms governing custodial, settlement and certain other associated services offered by Bank to Customer. Bank shall be responsible for the performance of only those duties that are set forth in this Agreement or expressly contained in Instructions that are consistent with the provisions of this Agreement and with Bank’s operations and procedures. Customer acknowledges that Bank is not providing any legal, tax or investment advice in providing the services hereunder. |
(b) |
Investing in foreign markets may be a risky enterprise. The holding of Global Assets and cash in foreign jurisdictions may involve risks of loss or other special features. Bank shall not be liable for any loss that results from the general risks of investing or Country Risk. |
1.2 |
DEFINITIONS. |
(a) |
As used herein, the following terms have the meaning hereinafter stated. |
“ACCOUNT” has the meaning set forth in Section 2.1 of this Agreement.
“AFFILIATE” means an entity controlling, controlled by, or under common control with, Bank.
“AFFILIATED SUBCUSTODIAN” means a Subcustodian that is an Affiliate.
“APPLICABLE LAW” means any statute, whether national, state or local, applicable in the United States or any other country, the rules of the treaty establishing the European Community, other applicable treaties, any other law, rule, regulation or interpretation of any governmental entity, any applicable common law, and any decree, injunction, judgment, order, ruling, or writ of any governmental entity.
“AUTHORIZED PERSON” means any person (including an investment manager or other agent) who has been designated by written notice from Customer or its designated agent to act on behalf of Customer hereunder. Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such person is no longer an Authorized Person.
“BANK INDEMNITEES” means Bank, its Subcustodians, and their respective nominees, directors, officers and employees.
“BANK’S LONDON BRANCH” means the London branch office of Bank.
“CASH ACCOUNT” has the meaning set forth in Section 2.1(a)(ii).
“CORPORATE ACTION” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, calls, redemptions, tender offer, recapitalization, reorganization, conversions, consolidation, subdivision, takeover offer or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the holder, but does not include proxy voting.
“COUNTRY RISK” means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from: nationalization, expropriation or other governmental actions; the country’s financial infrastructure, including prevailing custody and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.
“CUSTOMER” means individually each Trust and their respective Funds as listed on Exhibit 1 hereto.
“ENTITLEMENT HOLDER” means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.
“FINANCIAL ASSET” means, as the context requires, either the asset itself or the means by which a person’s claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. “Financial Asset” includes any Global Assets but does not include cash.
“FUND” means each portfolio of each Trust and listed on Exhibit 1 hereto.
“GLOBAL ASSET” means any “Financial Asset” (a) for which the principal trading market is located outside of the United States; (b) for which presentment for payment is to be made outside of the United States; or (c) which is acquired outside of the United States.
“INSTRUCTIONS” has the meaning set forth in Section 3.1 of this Agreement.
“LIABILITIES” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements).
“SECURITIES” means stocks, bonds, rights, warrants and other negotiable and non-negotiable instruments, whether issued in certificated or uncertificated form, that are commonly traded or dealt in on securities exchanges or financial markets. “Securities” also means other obligations of an issuer, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to Bank for the Securities Account.
“SECURITIES ACCOUNT” means each Securities custody account on Bank’s records to which Financial Assets are or may be credited pursuant hereto.
“SECURITIES DEPOSITORY” has the meaning set forth in Section 5.1 of this Agreement.
“SECURITIES ENTITLEMENT” means the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.
“SECURITIES INTERMEDIARY” means Bank, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains custody accounts for others and acts in that capacity.
“SUBCUSTODIAN” has the meaning set forth in Section 5.1 and includes Affiliated Subcustodians.
“TRUST” means each open-end investment company organized as a Delaware business trust and listed on Exhibit 1 hereto.
(b) |
All terms in the singular shall have the same meaning in the plural unless the context otherwise provides and vice versa. |
2. |
WHAT BANK IS REQUIRED TO DO |
2.1 |
Set Up Accounts. |
(a) |
Bank shall establish and maintain the following accounts (“Accounts”): |
(i) |
a Securities Account in the name of Customer on behalf of each Fund for Financial Assets, which may be received by Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and |
(ii) |
an account in the name of Customer (“Cash Account”) for any and all cash in any currency received by Bank or its Subcustodian for the account of Customer. |
Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian shall be held in that manner and shall not be part of the Cash Account. Bank shall notify Customer prior to the establishment of such an account.
(b) |
At the request of Customer, additional Accounts may be opened in the future, which shall be subject to the terms of this Agreement. |
(c) |
Except as precluded by Section 8-501(d) of the Uniform Commercial Code (“UCC”), Bank shall hold all Securities and other Financial Assets, other than cash, of a Fund that are delivered to it in a “securities account” with Bank for and in the name of such Fund and shall treat all such assets other than cash as “financial assets” as those terms are used in the UCC. |
2.2 |
Cash Account. |
Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account shall be deposited during the period it is credited to the Account in one or more deposit accounts at Bank or at Bank’s London Branch. Any cash so deposited with Bank’s London Branch shall be payable exclusively by Bank’s London Branch in the applicable currency, subject to compliance with any Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.
(a) |
Bank shall identify in its records that Financial Assets credited to Customer’s Securities Account belong to Customer on behalf of the relevant Fund (except as otherwise may be agreed by Bank and Customer). |
(b) |
To the extent permitted by Applicable Law or market practice, Bank shall require each Subcustodian to identify in its own records that Financial Assets credited to Customer’s Securities Account belong to customers of Bank, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian. |
(c) |
Bank is authorized, in its discretion, to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form; and to register in the name of the Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form. Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and shall accept delivery of Financial Assets of the same class and denomination as those deposited with Bank or its Subcustodian. |
(d) |
Upon receipt of Instruction, Bank shall establish and maintain a segregated account or accounts for and on behalf of each Fund for purposes of segregating cash, government securities, and other assets in connection with derivative transactions entered into by a Fund or options purchased, sold or written by the Fund. |
2.4 |
Settlement of Trades. |
When Bank receives an Instruction directing settlement of a trade in Financial Assets that includes all information required by Bank, Bank shall use reasonable care to effect such settlement as instructed. Settlement of purchases and sales of Financial Assets shall be conducted in accordance with prevailing standards of the market in which the transaction occurs. The risk of loss shall be Customer’s whenever Bank delivers Financial Assets or payment in accordance with applicable market practice in advance of receipt or settlement of the expected consideration. In the case of the failure of Customer’s counterparty to deliver the expected consideration as agreed, Bank shall contact the counterparty to seek settlement and, if the settlement is not received, notify Customer, but Bank shall not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action.
2.5 |
Contractual Settlement Date Accounting. |
(a) |
Bank shall effect book entries on a “contractual settlement date accounting” basis as described below with respect to the settlement of trades in those markets where Bank generally offers contractual settlement day accounting and shall notify Customer of these markets from time to time. |
(i) |
Sales: On the settlement date for a sale, Bank shall credit the Cash Account with the sale proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered. |
Bank reserves the right to restrict in good faith the availability of contractual day settlement accounting for credit reasons. Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.
(b) |
Bank may (in its discretion) upon at least 48 hours prior oral or written notification to Customer, reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement, and Customer shall be responsible for any costs or liabilities resulting from such reversal. Customer acknowledges that the procedures described in this sub-section are of an administrative nature, and Bank does not undertake to make loans and/or Financial Assets available to Customer. |
2.6 |
Actual Settlement Date Accounting. |
With respect to any sale or purchase transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank shall post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received by Bank.
2.7 |
Income Collection; Autocredit. |
(a) |
Bank shall credit the Cash Account with income and redemption proceeds on Financial Assets in accordance with the times notified by Bank from time to time on or after the anticipated payment date, net of any taxes that are withheld by Bank or any third party. Where no time is specified for a particular market, income and redemption proceeds from Financial Assets shall be credited only after actual receipt and reconciliation. Bank may reverse such credits upon at least 48 hours prior oral or written notification to Customer when Bank believes that the corresponding payment shall not be received by Bank within a reasonable period or such credit was incorrect. |
(b) |
Bank shall make reasonable endeavors in its discretion to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds, but neither Bank nor its Subcustodians shall be obliged to file any formal notice of default, institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action. |
2.8 |
Fractions / Redemptions by Lot. |
In the event that, as a result of holding Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a corporate action or class action litigation, Bank will credit the Customer with the amount of cash the Customer would have received, as reasonably determined by Bank, had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to Bank its interest in such fractional interests. If some, but not all, of an outstanding class of Financial Asset is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such class of Financial Asset in any manner Bank reasonably deems to be fair and equitable. Bank will promptly notify Customer of any action taken pursuant to this section.
Until Bank receives Instructions to the contrary, Bank shall:
(a) |
present all Financial Assets for which Bank has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation; |
(b) |
execute in the name of Customer such certificates as may be required to obtain payment in respect of Financial Assets; and |
(c) |
exchange interim or temporary documents of title held in the Securities Account for definitive documents of title. |
2.10 |
Corporate Actions; Class Action Litigation. |
(a) |
Bank will follow Corporate Actions through receipt of notices from issuers, from Subcustodians, Securities Depositories and notices published in industry publications and reported in reporting services. Bank will promptly notify Customer of any Corporate Action of which information is either (i) received by it or by a Subcustodian to the extent that Bank’s central corporate actions department has actual knowledge of the Corporate Action in time to notify its customers in a timely manner; or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose in time for Bank to notify its customers in a timely manner. Any notices received by Bank’s corporate actions department about U.S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly provided to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with Bank at the relevant time. Bank will not make filings in the name of Customer in respect to such notifications except as otherwise agreed in writing between Customer and Bank. |
(b) |
If an Authorized Person fails to provide Bank with timely Instructions with respect to any Corporate Action or class action, neither Bank nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action or class action, except as otherwise agreed in writing by Bank and Customer or as may be set forth by Bank as a default action in the notification it provides under Section 2.10(a) with respect to that Corporate Action or class action. If Customer provides Bank with Instructions with respect to any Corporate Action after the deadline set by Bank but before the deadline set by a Securities Depository, Bank shall use commercially reasonable efforts to act on such Instructions. If Bank fails to act on Instructions provided by Customer prior to the deadline set by Bank with respect to any Corporate Action, Bank will be liable for direct losses incurred by Customer. |
2.11 |
Proxy Voting. |
(a) |
Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets. |
(b) |
Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customer. |
(d) |
Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank’s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. |
(e) |
Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person. |
2.12 |
Statements and Information Available On-Line. |
(b) |
Prices and other information obtained from third parties which may be contained in any statement sent to Customer have been obtained from sources Bank believes to be reliable. Bank does not, however, make any representation as to the accuracy of such information or that the prices specified necessarily reflect the proceeds that would be received on a disposal of the relevant Financial Assets. |
(c) |
Customer understands that records and reports, other than statements of account, that are available to it on-line on a real-time basis may not be accurate due to mis-postings, delays in updating Account records, and other causes. Bank will not be liable for any loss or damage arising out of the inaccuracy of any such records or reports that are accessed on-line on a real-time basis. |
2.13 |
Access to Bank’s Records. |
(b) |
In addition, Bank shall cooperate with and supply necessary information to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. Bank shall provide reports and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customer’s independent accountants with respect to Bank’s activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund. |
(c) |
Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank’s Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities’ Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a “gap” or “bridge” letter that will address any material changes that might have occurred in Customer’s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank’s processes for the management and monitoring of Subcustodians for safeguarding Financial Assets. |
2.14 |
Maintenance of Financial Assets at Bank and at Subcustodian Locations. |
(a) |
Unless Instructions require another location acceptable to Bank, Global Assets shall be held in the country or jurisdiction in which their principal trading market is located, where such Global Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. Bank reserves the right to refuse to accept delivery of Global Assets or cash in countries and jurisdictions other than those referred to in Schedule 1 to this Agreement, as in effect from time to time. |
(b) |
Bank shall not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank. However, if Customer does instruct Bank to hold Securities with or register or record Securities in the name of a person not chosen by Bank, the consequences of doing so are at Customer’s own risk and Bank shall not be liable therefor. |
2.15 |
Tax Reclaims. |
Bank shall provide tax reclamation services as provided in Section 8.2.
2.16 |
Foreign Exchange Transactions. |
To facilitate the administration of Customer’s trading and investment activity, Bank may, but shall not be obliged to, enter into spot or forward foreign exchange contracts with Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing instructions, may be issued with respect to such contracts, but Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where Bank, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, shall apply to such transactions.
2.17 |
Compliance with Securities and Exchange Commission (“SEC”) rule 17f-5 (“rule 17f-5”). |
(a) |
Customer’s board of directors (or equivalent body) (hereinafter ‘Board’) hereby delegates to Bank, and, except as to the country or countries as to which Bank may, from time to time, advise Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is defined in rule 17f-5(a)(3) as promulgated under the 1940 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)). |
(b) |
In connection with the foregoing, Bank shall: |
(ii) |
exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise; |
(iii) |
in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv); |
(iv) |
determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and cash based on the standards applicable to custodians in the relevant market, including, without limitation, those factors set forth in rule 17f-5(c)(2). |
(v) |
have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected foreign Financial Assets and cash. |
(i) |
For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect Customer against the risk of loss of Financial Assets and cash held in accordance with such contract; |
(ii) |
That Customer’s Financial Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash, liens or rights in favor of creditors of such Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws; |
(iii) |
That beneficial ownership of Customer’s Assets will be freely transferable without the payment of money or value other than for safe custody or administration; |
(iv) |
That adequate records will be maintained identifying Customer’s Assets as belonging to Customer or as being held by a third party for the benefit of Customer; |
(v) |
That Customer’s independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of those records; and |
(vi) |
That Customer will receive sufficient and timely periodic reports with respect to the safekeeping of Customer’s Assets, including, but not limited to, notification of any transfer to or from Customer’s account or a third party account containing Assets held for the benefit of Customer. |
Such contract may contain, in lieu of any or all of the provisions specified in this subsection (c), such other provisions that Bank determines will provide, in their entirety, the same or a greater level of care and protection for Customer’s Assets as the specified provisions, in their entirety.
(d) |
Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC. |
(e) |
Bank represents to Customer that it is a U.S. Bank as defined in rule 17f-5(a)(7). Customer represents to Bank that: (1) the foreign Financial Assets and cash being placed and maintained in Bank’s custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board has determined that it is reasonable to rely on Bank to perform as Customer’s Foreign Custody Manager; and (3) its Board or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk. |
2.18 |
Compliance with SEC rule 17f-7 (“rule 17f-7”). |
(a) |
Bank shall, for consideration by Customer, provide an analysis of the custody risks associated with maintaining Customer’s foreign Financial Assets with each Eligible Securities Depository used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customer’s foreign Financial Assets at such Depository) and at which any foreign Financial Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Bank’s Website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its foreign Financial Assets held. Bank shall monitor the custody risks associated with maintaining Customer’s Financial Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its investment adviser of any material changes in such risks. |
(b) |
Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.18(a) above. |
(c) |
Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Schedule 3 hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Schedule 3 hereto, and as the same may be amended on notice to Customer from time to time.) |
2.19 |
Service Level Agreement. |
Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Bank’s Service Directory shall not be deemed to be such a written document.
3. |
INSTRUCTIONS |
3.1 |
Acting on Instructions; Unclear Instructions. |
(a) |
Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to Bank (“Instructions”). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Bank’s negligence, bad faith, fraud, or willful misconduct. |
(b) |
Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. |
(c) |
Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank shall not, except as provided in Section 7.1 hereof, be liable for any loss arising from any delay while it seeks such clarification or confirmation. |
(d) |
In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency within an Instruction between the name and identifying number of any party in payment orders issued to Bank in Customer’s name. |
3.2 |
Security Devices. |
Either party may record any of their telephonic communications. Customer shall comply with any security procedures reasonably required by Bank from time to time with respect to verification of Instructions. Customer shall be responsible for safeguarding any test keys, identification codes or other security devices that Bank shall make available to Customer or any Authorized Person.
3.3 |
Instructions; Contrary to Law/Market Practice. |
Bank need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice but shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. Bank shall notify Customer as soon as reasonably practicable if it does not act upon Instructions under this Section.
3.4 |
Cut-off Times. |
Bank has established cut-off times for receipt of some categories of Instruction, which shall be made available to Customer. If Bank receives an Instruction after its established cut-off time, it shall attempt to act upon the Instruction on the day requested if Bank deems it practicable to do so or otherwise as soon as practicable on the next business day.
Access by the Customer to certain systems, applications or products of Bank shall be governed by this Agreement and the terms and conditions set forth in Annex A Electronic Access.
4. |
FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK |
4.1 |
Fees and Expenses. |
Customer shall pay Bank for its services hereunder the fees set forth in Schedule 2 hereto or such other amounts as may be agreed upon in writing from time to time.
4.2 |
Overdrafts. |
If a debit to any currency in the Cash Account results in a debit balance in that currency then Bank may, in its discretion, advance an amount equal to the overdraft and such an advance shall be deemed a loan to Customer, payable on demand, bearing interest at the rate agreed by Customer and Bank for the Accounts from time to time, or, in the absence of such an agreement, at the rate charged by Bank from time to time, for overdrafts incurred by customers similar to Customer, from the date of such advance to the date of payment (both after as well as before judgment) and otherwise on the terms on which Bank makes similar advances available from time to time. Bank shall promptly notify Customer of such an advance. No prior action or course of dealing on Bank’s part with respect to the settlement of transactions on Customer’s behalf shall be asserted by Customer against Bank for Bank’s refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account.
4.3 |
Bank’s Right Over Securities; Set-off. |
(a) |
Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent (“Indebtedness”). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, withhold delivery of such Financial Assets, and (ii) with two business days’ prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customer’s request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are “Indebtedness” subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are “Indebtedness” subject to this Section 4.3. |
(b) |
Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved; Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness. |
5. |
SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS |
5.1 |
Appointment of Subcustodians; Use of Securities Depositories. |
(b) |
Any agreement Bank enters into with a Subcustodian for holding Bank’s customers’ assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer’s independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer’s assets, including, but not limited to, notification of any transfer to or from Customer’s account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian. |
(c) |
Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository. |
(d) |
The term Subcustodian as used herein shall mean the following: |
(i) |
a “U.S. Bank” as such term is defined in rule 17f-5; and |
(ii) |
an “Eligible Foreign Custodian” as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC. |
(iii) |
For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager. |
(e) |
The term ‘securities depository’ as used herein when referring to a securities depository located outside the U.S. shall mean an “Eligible Securities Depository” as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order. |
(f) |
The term ‘securities depository’ as used herein when referring to a securities depository located in the U.S. shall mean a “Securities Depository” as defined in rule 17f-4. |
(a) |
Subject to the exculpation from consequential damages set forth in Section 7.1(b), Bank shall be liable for direct Liabilities incurred by Customer that result from: (i) the acts or omissions of any Subcustodian selected by Bank, whether domestic or foreign, to the same extent as if such act or omission was performed by Bank itself, taking into account the standards and market practice prevailing in the relevant market; or (ii) the insolvency of any Affiliated Subcustodian. Subject to the terms and conditions of this Agreement, including the exculpation from consequential damages set forth in Section 7.1(b), Bank shall take full responsibility for any Liabilities that result from or that are caused by the fraud, willful misconduct, or negligence of its Subcustodians or the insolvency of an Affiliated Subcustodian. In the event of any Liabilities suffered or incurred by Customer caused by or resulting from the acts or omissions of any Subcustodian for which Bank would otherwise be liable, Bank shall promptly reimburse Customer in the amount of any such Liabilities. |
(b) |
Subject to Section 7.1(a) and Bank’s duty to use reasonable care, prudence and diligence in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it, Bank shall not be responsible for the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian. |
(c) |
Bank reserves the right to add, replace or remove Subcustodians. Bank shall give Customer prompt notice of any such action, which shall be advance notice if practicable. Upon request by Customer, Bank shall identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian. |
5.3 |
Use of Agents. |
(b) |
Bank shall execute transactions involving Financial Assets of United States origin through a broker which is an Affiliate (i) in the case of the sale under Section 2.8 of a fractional interest or (ii) if an Authorized Person directs Bank to use the affiliated broker or otherwise requests that Bank select a broker for that transaction, unless, in either case, the Affiliate does not execute similar transactions in such Financial Assets. The affiliated broker may charge its customary commission (or retain its customary spread) with respect to either such transaction. |
6. |
ADDITIONAL PROVISIONS RELATING TO CUSTOMER |
6.1 |
Representations of Customer and Bank. |
(b) |
Bank represents and warrants to Customer that this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Customer may rely upon the above or the certification of such other facts as may be required to administer Customer’s obligations hereunder. |
6.2 |
Customer to Provide Certain Information to Bank. |
Upon request, Customer shall promptly provide to Bank such information about itself and its financial status as Bank may reasonably request, including Customer’s organizational documents and its current audited and unaudited financial statements.
6.3 |
Customer is Liable to Bank Even if it is Acting for Another Person. |
If Customer is acting as an agent for a disclosed or undisclosed principal in respect of any transaction, cash, or Financial Asset, Bank nevertheless shall treat Customer as its principal for all purposes under this Agreement. In this regard, Customer shall be liable to Bank as a principal in respect of any transactions relating to the Account. The foregoing shall not affect any rights Bank might have against Customer’s principal.
This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of each Fund severally and not jointly. With respect to any obligations of Customer arising out of this Agreement, Bank shall look for payment or satisfaction of any obligation solely to the assets of the Fund to which such obligation relates as though Bank had separately contracted by separate written instrument with respect to the Fund.
7. |
WHEN BANK IS LIABLE TO CUSTOMER |
7.1 |
Standard of Care; Liability. |
(a) |
Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. |
(b) |
Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank’s performance hereunder or Bank’s role as custodian. |
(d) |
Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. |
(e) |
Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). |
(f)Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank’s negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).
7.2 |
Force Majeure. |
So long as Bank maintains and updates its business continuation and disaster recovery procedures as set forth in Section 10.8, Bank shall have no liability for any damage, loss or expense of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (except by Bank or Bank Indemnitees), malfunction of equipment or software (except to the extent such malfunction is primarily attributable to Bank’s negligence, or willful misconduct in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of Bank (including without limitation, the non-availability of appropriate foreign exchange). Bank shall endeavor to promptly notify Customer when it becomes aware of any situation outlined above, but shall not be liable for failure to do so. If Bank is prevented from carrying out its obligations under this Agreement for a period of thirty days, Customer may terminate the Agreement by giving Bank not less than thirty days’ notice, without prejudice to any of the rights of any party accrued prior to the date of termination.
7.3 |
Bank May Consult With Counsel. |
Bank shall be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action reasonably taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice.
7.4 |
Bank Provides Diverse Financial Services and May Generate Profits as a Result. |
Customer acknowledges that Bank or its Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest. For example, Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets, or earn profits from any of these activities. Customer acknowledges that Bank or its Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. Bank is not under any duty to disclose any such information.
8. |
TAXATION |
8.1 |
Tax Obligations. |
(a) |
Customer confirms that Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or Governmental authority for whatever reason in respect of Customer’s Accounts. |
(b) |
If Bank does not receive appropriate declarations, documentation and information then additional United Kingdom taxation shall be deducted from all income received in respect of the Financial Assets issued outside the United Kingdom (which shall for this purpose include United Kingdom Eurobonds) and any applicable United States tax (including, but not limited to, non-resident alien tax) shall be deducted from United States source income. Customer shall provide to Bank such certifications, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. Customer undertakes to notify Bank immediately if any information requires updating or correcting. |
8.2 |
Tax Reclaims. |
(a) |
Subject to the provisions of this Section, Bank shall apply for a reduction of withholding tax and any refund of any tax paid or tax credits in respect of income payments on Financial Assets credited to the Securities Account that Bank believes may be available. |
(b) |
The provision of a tax reclamation service by Bank is conditional upon Bank receiving from Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from Bank). If Financial Assets credited to the Account are beneficially owned by someone other than Customer, this information shall be necessary with respect to the beneficial owner. Customer acknowledges that Bank shall be unable to perform tax reclamation services unless it receives this information. |
(c) |
Bank shall perform tax reclamation services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax reclamation services are offered. Other than as expressly provided in this Section 8.2, Bank shall have no responsibility with regard to Customer’s tax position or status in any jurisdiction. |
(d) |
Customer confirms that Bank is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the processing of any tax reclaim. |
(b) |
In the event of any termination of the Agreement for any reason whatsoever, Bank shall, for a period of up to one hundred twenty days after termination of the Agreement, (i) continue to provide all or part of the services under the Agreement if requested by Customer, which services shall be subject to the terms and conditions of the Agreement during the transition period unless otherwise agreed to by the parties; (ii) provide to Customer or any successor custodian all assistance reasonably requested to enable Customer or the successor custodian to commence providing services similar to those under the Agreement; and (iii) subject to the same limitations in place during the term of the Agreement, provide Customer with access to all records in the possession of Bank relating to Customer. In connection with any termination of the Agreement for any reason whatsoever, the parties shall also promptly develop a transition plan setting forth a reasonable timetable for the transition of Financial Assets and cash to Customer or any successor custodian and describing the parties’ respective responsibilities for transitioning the services back to Customer or any successor custodian in an orderly and uninterrupted fashion. Customer will use all reasonable efforts to transition to a successor custodian as soon as possible following the effective date of termination. |
10. |
MISCELLANEOUS |
10.1 |
Notices. |
Notices (other than Instructions) shall be served by registered mail or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice shall not be deemed to be given unless it has been received.
10.2 |
Successors and Assigns. |
This Agreement shall be binding on each of the parties’ successors and assigns, but the parties agree that neither party can assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
10.3 |
Interpretation. |
Headings are for convenience only and are not intended to affect interpretation. References to sections are to sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the sections and paragraphs of the sub-sections in which they appear.
10.4 |
Entire Agreement. |
This Agreement amends and restates the Amended and Restated Global Custody Agreement dated as of June 25, 2001 between Customer and Bank (the “Prior Agreement”), and the terms of this Agreement replace the terms of the Prior Agreement effective as of the date of this Agreement. This Agreement, including any Schedules, Appendices, Annexes, Exhibits, and Riders (and any separate agreement which Bank and Customer may enter into with respect to the services provided under this Agreement), sets out the entire Agreement between the parties in connection with the subject matter, and, unless otherwise agreed to by the parties, this Agreement supersedes any other agreement, statement, or representation relating to the services provided under this Agreement, whether oral or written. Amendments must be in writing and signed by both parties. For clarity, however, the continuation of any other agreements that reference the Prior Agreement is not intended to be affected by the fact of the amendment and restatement of the Prior Agreement by this Agreement, and reference in such agreements to the Prior Agreement shall be considered to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).
10.5 |
Information Concerning Deposits at Bank. |
(a) |
Under U.S. federal law, deposit accounts that the Customer maintains in Bank’s foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event of Bank’s liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks. |
(b) |
Bank’s London Branch is a participant in the UK Financial Services Compensation Scheme (the "FSCS"), and the following terms apply to the extent any amount standing to the credit of the Cash Account is deposited in one or more deposit accounts at Bank’s London Branch. The terms of the FSCS offer protection in connection with deposits to certain types of claimants to whom Bank’s London Branch provides services in the event that they suffer a financial loss as a direct consequence of Bank’s London Branch being unable to meet any of its obligations and, subject to the FSCS rules regarding eligible deposits, the Customer may have a right to claim compensation from the FSCS. Subject to the FSCS rules, the maximum compensation payable by the FSCS, as at the date of this Agreement, in relation to eligible deposits is £85,000. |
(c) |
In the event that Bank incurs a loss attributable to Country Risk with respect to any cash balance it maintains on deposit at a Subcustodian or other correspondent bank in regard to its global custody or trust businesses in the country where the Subcustodian or other correspondent bank is located, Bank may set such loss off against Customer’s Cash Account to the extent that such loss is directly attributable to Customer’s investments in that market. |
10.6 |
Confidentiality. |
The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party shall be used by the other party solely for the purpose of rendering or obtaining services pursuant to this Agreement, and except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this provision, or that is required to be disclosed by or to any regulatory authority, any external or internal accountant, auditor or counsels of the parties, by judicial or administrative process or otherwise by Applicable Law, or to any disclosure made by a party if such party’s counsel has advised that such party could be liable under any Applicable Law or any judicial or administrative order or process for failure to make such disclosure.
10.7 |
Data Privacy and Security. |
Bank will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Bank, that contains reasonable and appropriate security measures designed to safeguard the personal information of the Funds’ shareholders, employees, trustees and/or officers that Bank or any Subcustodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Bank will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to (i) ensure the security and confidentiality of all personal information and any other confidential information that Bank receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder, (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of personal information or other confidential information, (iii) protect against unauthorized access to or use of personal information or other confidential information, (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches, and (v) ensure appropriate disposal of personal information or other confidential information.
Bank will monitor and review its information security program and revise it, as necessary and in its sole discretion, to ensure it appropriately addresses any applicable legal and regulatory requirements. Bank shall periodically test and review its information security program.
Bank shall respond to Customer’s reasonable requests for information concerning Bank’s information security program and, upon request, Bank will provide a copy of its applicable policies and procedures, or in Bank’s discretion, summaries thereof, to Customer, to the extent Bank is able to do so without divulging information Bank reasonably believes to be proprietary or Bank confidential information. Upon reasonable request, Bank shall discuss with Customer the information security program of Bank. Bank also agrees, upon reasonable request, to complete any security questionnaire provided by Customer to the extent Bank is able to do so without divulging sensitive, proprietary, or Bank confidential information and return it in a commercially reasonable period of time (or provide an alternative response that reasonably addresses the points included in the questionnaire). Customer acknowledges that certain information provided by Bank, including internal policies and procedures, may be proprietary to Bank, and agrees to protect the confidentiality of all such materials it receives from Bank.
Bank agrees to resolve promptly any applicable control deficiencies that come to its attention that do not meet the standards established by federal and state privacy and data security laws, rules, regulations, and/or generally accepted industry standards related to Bank’s information security program.
Bank shall: (i) promptly notify Customer of any confirmed unauthorized access to personal information or other confidential information of Customer (“Breach of Security”); (ii) promptly furnish to Customer appropriate details of such Breach of Security and assist Customer in assessing the Breach of Security to the extent it is not privileged information or part of an investigation; (iii) reasonably cooperate with Customer in any litigation and investigation of third parties reasonably deemed necessary by Customer to protect its proprietary and other rights; (iv) use reasonable precautions to prevent a recurrence of a Breach of Security; and (v) take all reasonable and appropriate action to mitigate any potential harm related to a Breach of Security, including any reasonable steps requested by Customer that are practicable for Bank to implement. Nothing in the immediately preceding sentence shall obligate Bank to provide Customer with information regarding any of Bank’s other customers or clients that are affected by a Breach of Security, nor shall the immediately preceding sentence limit Bank’s ability to take any actions that Bank believes are appropriate to remediate any Breach of Security unless such actions would prejudice or otherwise limit Customer’s ability to bring its own claims or actions against third parties related to the Breach of Security. If Bank discovers or becomes aware of a suspected data or security breach that may involve an improper access, use, disclosure, or alteration of personal information or other confidential information of Customer, Bank shall, except to the extent prohibited by Applicable Law or directed otherwise by a governmental authority not to do so, promptly notify Customer that it is investigating a potential breach and keep Customer informed as reasonably practicable of material developments relating to the investigation until Bank either confirms that such a breach has occurred (in which case the first sentence of this paragraph will apply) or confirms that no data or security breach involving personal information or other confidential information of Customer has occurred.
For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) driver’s license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number, (f) passport number, or (g) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. This provision will survive termination or expiration of the Agreement for so long as Bank or any Subcustodian continues to possess or have access to personal information related to Customer. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
10.8 |
Business Continuity and Disaster Recovery. |
Bank shall maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business, which are designed, in the event of a significant business disruption affecting Bank, to be sufficient to enable Bank to resume and continue to perform its duties and obligations under this Agreement without undue delay or disruption. Bank shall test the operability of such procedures at least annually. Bank shall enter into and shall maintain in effect at all times during the term of this Agreement reasonable provision for (i) periodic back-up of the computer files and data with respect to Customer and (ii) use of alternative electronic data processing equipment to provide services under this Agreement. Upon reasonable request, Bank shall discuss with Customer any business continuation and disaster recovery procedures of Bank. Bank represents that its business continuation and disaster recovery procedures are appropriate for its business as a global custodian to investment companies registered under the 1940 Act.
10.9 |
Insurance. |
Bank shall not be required to maintain any insurance coverage for the benefit of Customer.
10.10 |
Governing Law and Jurisdiction, Certification of Residency. |
This Agreement shall be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws. The United States District Court for the Southern District of New York shall have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County shall have sole and exclusive jurisdiction. Either of these courts shall have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Bank’s obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.
10.11 |
Severability and Waiver. |
(a) |
If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired. |
10.12 |
Counterparts. |
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
[Signature page to follow.]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO |
|
By: |
/s/ Thomas J. Higgins |
Name: |
Thomas J. Higgins |
Title: |
Chief Financial Officer |
JPMORGAN CHASE BANK, N.A. |
|
By: |
/s/ Teresa Heitsenrether |
Name: |
Teresa Heitsenrether |
Title: |
Managing Director |
EXHIBIT 1
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund
Vanguard S&P 500 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund
Vanguard S&P Mid-Cap 400 Index Fund
Vanguard S&P Mid-Cap 400 Value Index Fund
Vanguard S&P Small-Cap 600 Growth Index Fund
Vanguard S&P Small-Cap 600 Index Fund
Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund
Vanguard Intermediate-Term Bond Index Fund
Vanguard Long-Term Bond Index Fund
Vanguard Short-Term Bond Index Fund
Vanguard Total Bond Market Index Fund
Vanguard Total Bond Market II Index Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund
Vanguard Institutional Target Retirement 2020 Fund
Vanguard Institutional Target Retirement 2025 Fund
Vanguard Institutional Target Retirement 2030 Fund
Vanguard Institutional Target Retirement 2035 Fund
Vanguard Institutional Target Retirement 2040 Fund
Vanguard Institutional Target Retirement 2045 Fund
Vanguard Institutional Target Retirement 2050 Fund
Vanguard Institutional Target Retirement 2055 Fund
Vanguard Institutional Target Retirement 2060 Fund
Vanguard Institutional Target Retirement 2065 Fund
Vanguard Institutional Target Retirement Income Fund
Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement Income Fund
Vanguard CMT Funds
Vanguard Market Liquidity Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund
Vanguard Long-Term Investment-Grade Fund
Vanguard REIT II Index Fund
Vanguard Ultra-Short-Term Bond Fund
Vanguard Index Funds
Vanguard Growth Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Index Fund
Vanguard Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Short-Term Inflation-Protected Securities Index Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund
Vanguard Intermediate-Term Government Bond Index Fund
Vanguard Long-Term Corporate Bond Index Fund
Vanguard Long-Term Government Bond Index Fund
Vanguard Mortgage-Backed Securities Index Fund
Vanguard Short-Term Corporate Bond Index Fund
Vanguard Short-Term Government Bond Index Fund
Vanguard Specialized Funds
Vanguard Dividend Appreciation Index Fund
Vanguard Health Care Fund
Vanguard Precious Metals and Mining Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Variable Insurance Funds
Global Bond Index Portfolio
Total Bond Market Index Portfolio
Total International Stock Market Index Portfolio
Vanguard Wellesley Income Fund
Vanguard Wellesley Income Fund
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard International Growth Fund
The terms and conditions as set forth in the Agreement (except for Sections 2.1 and 2.2) apply with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Value Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund
Vanguard European Stock Index Fund
Vanguard FTSE All-World ex-US Index Fund
Vanguard FTSE All-World ex-US Small-Cap Index Fund
Vanguard Global ex-U.S. Real Estate Index Fund
Vanguard Pacific Stock Index Fund
Vanguard Total World Stock Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Montgomery Funds
Vanguard Market Neutral Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Scottsdale Funds
Vanguard Explorer Value Fund
Vanguard Russell 1000 Growth Index Fund
Vanguard Russell 1000 Index Fund
Vanguard Russell 1000 Value Index Fund
Vanguard Russell 2000 Growth Index Fund
Vanguard Russell 2000 Index Fund
Vanguard Russell 2000 Value Index Fund
Vanguard Russell 3000 Index Fund
Vanguard Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard REIT Index Fund
Vanguard Tax-Managed Funds
Vanguard Developed Markets Index Fund
Vanguard Trustees’ Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
Balanced Portfolio
Capital Growth Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
International Portfolio
Mid-Cap Index Portfolio
REIT Index Portfolio
Small Company Growth Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard International Dividend Appreciation Index Fund
Vanguard International High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World Fund
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy Index Fund
Vanguard Financials Index Fund
Vanguard FTSE Social Index Fund
Vanguard Health Care Index Fund
Vanguard Industrials Index Fund
Vanguard Information Technology Index Fund
Vanguard Materials Index Fund
Vanguard Mega Cap Growth Index Fund
Vanguard Mega Cap Index Fund
Vanguard Mega Cap Value Index Fund
Vanguard Telecommunication Services Index Fund
Vanguard U.S. Growth Fund
Vanguard Utilities Index Fund
APPENDIX 1
Information Regarding Country Risk
1.To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Financial Assets and cash into a country the following information (check items applicable):
A.Opinions of local counsel concerning:
_X_i. Whether applicable foreign law would restrict the access afforded Customer’s independent public accountants to books and records kept by an eligible foreign custodian located in that country.
_X_ii. Whether applicable foreign law would restrict the Customer’s ability to recover its Financial Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.
_X_iii. Whether applicable foreign law would restrict the Customer’s ability to recover Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country.
B.Written information concerning:
_X_i. The foreseeability of expropriation, nationalization, freezes, or confiscation of Customer’s Financial Assets.
_X_ii. Whether difficulties in converting Customer’s cash and cash equivalents to U.S. dollars are reasonably foreseeable.
C.A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) depositories (including depository evaluation), if any.
2.To aid Customer in monitoring Country Risk, Bank shall furnish Customer the following additional information:
Market flashes, including with respect to changes in the information in market reports.
1.Bank may permit the Customer and its Authorized Persons to access certain electronic systems and applications (collectively, the “Products”) and to access or receive electronically Data (as defined below) in connection with the Agreement. Bank may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. Bank shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, including suspension or cancelation of any User Codes, but may do so immediately if Bank determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is known or reasonably suspected to be at risk. Access to the Products shall be subject to the Security Procedure.
2.In consideration of the fees paid by the Customer to Bank and subject to any applicable software license addendum in relation to Bank-owned or sublicensed software provided for a particular application and Applicable Law, Bank grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the “Data”) for the Customer’s internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Customer’s Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. The Customer acknowledges that elements of the Data, including prices, Corporate Action information, and reference data, may have been licensed by Bank from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to Bank. Notwithstanding the foregoing, nothing in this Section 2, or elsewhere in this Annex, shall be deemed to give Bank or its licensors ownership of, or any rights in or to, any confidential information of the Customer, including as it may be accessible or receivable through the Products, and all rights in and to such information shall be retained exclusively by the Customer.
3.The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks; for clarity, however, the foregoing shall not relieve Bank of its obligation under the first sentence of Section 4 of this Annex. The Customer is solely responsible for obtaining, maintaining and operating all systems, software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with Bank’s software. Each of the Customer and Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.
4.In cases where Bank’s website is unexpectedly down or otherwise unavailable, Bank shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct Bank or obtain reports from Bank. Provided that Bank complies with its obligation to provide such other appropriate means, Bank shall not be liable for any Liabilities arising out of the Customer’s inability to access or use the Products via Bank’s website in the absence of Bank’s gross negligence, fraud or willful misconduct.
5.Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording, and will ensure that all persons using the Products through or on behalf of Customer are advised of and have consented to this monitoring, tracking and recording, and Bank’s right to disclose data derived from such activity in accordance with the Agreement, including this Annex. Bank shall own all right, title and interest in the data reflecting Customer’s usage of the Products or Bank’s website (including, but not limited to, general usage
data and aggregated transaction data). For clarity, the foregoing shall not be deemed to give Bank ownership of, or any rights in or to, the Customer’s confidential information (whether or not in aggregated form), the use or disclosure of which shall at all times be subject to Section 10.6 of this Agreement other otherwise agreed to by the Parties.
6.The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of e-mail.
7.The Customer shall promptly and accurately designate in writing to Bank the geographic location of its users upon written request. The Customer further represents and warrants to Bank that the Customer shall not access the Products from any jurisdiction which Bank informs the Customer or where the Customer has actual knowledge that the Products are not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customer’s behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable Bank to process the data set out therein for the purposes of providing the Products.
8.Bank and Customer will be subject to and shall comply with all Applicable Law concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the “Privacy Regulations”). The Privacy Regulations may include, as applicable, the Federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 40) and Interagency Guidelines Establishing Information Security Standards (App B to 12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC, 2009/136/EC and 2002/58/EC of the European Parliament and of the Council, as amended from time to time, and applicable implementing legislation in connection with the protection of individuals with regard to processing of personal data and the free movement of such data.
9.The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex.
SCHEDULE 1 – AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
SCHEDULE 3 – SECURITIES DEPOSITORIES
EXHIBIT 1—Amendment 2
The following is an amendment, dated as of December 22, 2017 (“Amendment”), to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the “Agreement”), by and between JPMorgan Chase Bank, N.A. (“Bank”) and each open-end management investment company listed on Exhibit 1 thereto (each, a “Trust”). This Amendment serves to update the names of the Trusts and certain of their portfolios (each, a “Fund”) listed on Exhibit 1. Bank and Customer hereby agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the following Trusts and Funds listed below. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Agreement.
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund
Vanguard S&P 500 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund
Vanguard S&P Mid-Cap 400 Index Fund
Vanguard S&P Mid-Cap 400 Value Index Fund
Vanguard S&P Small-Cap 600 Growth Index Fund
Vanguard S&P Small-Cap 600 Index Fund
Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund
Vanguard Intermediate-Term Bond Index Fund
Vanguard Long-Term Bond Index Fund
Vanguard Short-Term Bond Index Fund
Vanguard Total Bond Market Index Fund
Vanguard Total Bond Market II Index Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund
Vanguard Institutional Target Retirement 2020 Fund
Vanguard Institutional Target Retirement 2025 Fund
Vanguard Institutional Target Retirement 2030 Fund
Vanguard Institutional Target Retirement 2035 Fund
Vanguard Institutional Target Retirement 2040 Fund
Vanguard Institutional Target Retirement 2045 Fund
Vanguard Institutional Target Retirement 2050 Fund
Vanguard Institutional Target Retirement 2055 Fund
Vanguard Institutional Target Retirement 2060 Fund
Vanguard Institutional Target Retirement 2065 Fund
Vanguard Institutional Target Retirement Income Fund
Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard REIT II Index Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund
Vanguard Intermediate-Term Treasury Index Fund
Vanguard Long-Term Corporate Bond Index Fund
Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund
Vanguard Short-Term Corporate Bond Index Fund
Vanguard Short-Term Treasury Index Fund
Vanguard Total Corporate Bond ETF
Vanguard Specialized Funds
Vanguard Precious Metals and Mining Fund
Vanguard REIT Index Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees’ Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Managed Payout Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio
Mid-Cap Index Portfolio
Moderate Allocation Portfolio
REIT Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
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Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard 500 Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small Cap Growth Index Fund
Vanguard Small Cap Value Index Fund
Vanguard Value Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Structured Broad Market Fund
Vanguard Structured Large-Cap Equity Fund
Vanguard Scottsdale Funds
Vanguard Explorer Value Fund
Vanguard Russell 1000 Index Fund
Vanguard Russell 1000 Value Index Fund
Vanguard Russell 1000 Growth Index Fund
Vanguard Russell 2000 Index Fund
Vanguard Russell 2000 Value Index Fund
Vanguard Russell 2000 Growth Index Fund
Vanguard Russell 3000 Index Fund
Vanguard Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard REIT Index Fund
Vanguard Trustees’ Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
Vanguard Balanced Portfolio
Vanguard Capital Growth Portfolio
Vanguard Diversified Value Portfolio
Vanguard Equity Income Portfolio
Vanguard Equity Index Portfolio
Vanguard Growth Portfolio
Vanguard Mid-Cap Index Portfolio
Vanguard REIT Index Portfolio
Vanguard Small Company Growth Portfolio
Vanguard International Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World Fund
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy Index Fund
Vanguard FTSE Social Index Fund
Vanguard Financials Index Fund
Vanguard Health Care Index Fund
Vanguard Industrials Index Fund
Vanguard Information Technology Index Fund
Vanguard Materials Index Fund
Vanguard Mega Cap Index Fund
Vanguard Mega Cap Growth Index Fund
Vanguard Mega Cap Value Index Fund
Vanguard Telecommunications Services Index Fund
Vanguard U.S. Growth Fund
Vanguard Utilities Index Fund
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IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
JPMORGAN CHASE BANK, N.A.
EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO
/s/ Thomas J. Higgins
By:
By:
Name:
Name:
Thomas J. Higgins
Title:
Title:
Chief Financial Officer
AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
The following is an amendment, dated July __, 2018, (the “Amendment”) to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the “Agreement”), by and between JPMorgan Chase Bank, N.A. (the “Bank”) and each open-end management investment company listed on Exhibit 1 thereto (each, a “Trust”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1.
Information Concerning Deposits at Bank. Section 10.5(c) of the Agreement is hereby deleted in its entirety and replaced with the following:
(c) In the event that (i) Bank incurs a loss attributable to Country Risk with respect to any cash balance it maintains on deposit at a Subcustodian or other correspondent bank in regard to its global custody or trust businesses in the country where the Subcustodian or other correspondent bank is located or (ii) J.P. Morgan Bank International LLC incurs a loss attributable to Country Risk with respect to any cash balance it maintains on deposit at its correspondent bank in Russia in regard to its direct custody business, Bank may set such loss off against Customer’s Cash Account to the extent that such loss is directly attributable to Customer’s investments in that market.
2.
Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund
Vanguard S&P 500 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund
Vanguard S&P Mid-Cap 400 Index Fund
Vanguard S&P Mid-Cap 400 Value Index Fund
Vanguard S&P Small-Cap 600 Growth Index Fund
Vanguard S&P Small-Cap 600 Index Fund
Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund
Vanguard Intermediate-Term Bond Index Fund
Vanguard Long-Term Bond Index Fund
Vanguard Short-Term Bond Index Fund
Vanguard Total Bond Market Index Fund
Vanguard Total Bond Market II Index Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund
Vanguard Institutional Target Retirement 2020 Fund
Vanguard Institutional Target Retirement 2025 Fund
Vanguard Institutional Target Retirement 2030 Fund
Vanguard Institutional Target Retirement 2035 Fund
Vanguard Institutional Target Retirement 2040 Fund
Vanguard Institutional Target Retirement 2045 Fund
Vanguard Institutional Target Retirement 2050 Fund
Vanguard Institutional Target Retirement 2055 Fund
Vanguard Institutional Target Retirement 2060 Fund
Vanguard Institutional Target Retirement 2065 Fund
Vanguard Institutional Target Retirement Income Fund
Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard REIT II Index Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund
Vanguard Intermediate-Term Treasury Index Fund
Vanguard Long-Term Corporate Bond Index Fund
Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund
Vanguard Short-Term Corporate Bond Index Fund
Vanguard Short-Term Treasury Index Fund
Vanguard Total Corporate Bond ETF
Vanguard Total World Bond ETF
Vanguard Specialized Funds
Vanguard Precious Metals and Mining Fund
Vanguard REIT Index Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees’ Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Managed Payout Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio
Mid-Cap Index Portfolio
Moderate Allocation Portfolio
REIT Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard ESG Stock ETF
Vanguard ESG International Stock ETF
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard 500 Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small Cap Growth Index Fund
Vanguard Small Cap Value Index Fund
Vanguard Value Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Structured Broad Market Fund
Vanguard Structured Large-Cap Equity Fund
Vanguard Scottsdale Funds
Vanguard Explorer Value Fund
Vanguard Russell 1000 Index Fund
Vanguard Russell 1000 Value Index Fund
Vanguard Russell 1000 Growth Index Fund
Vanguard Russell 2000 Index Fund
Vanguard Russell 2000 Value Index Fund
Vanguard Russell 2000 Growth Index Fund
Vanguard Russell 3000 Index Fund
Vanguard Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard REIT Index Fund
Vanguard Trustees’ Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
Vanguard Balanced Portfolio
Vanguard Capital Growth Portfolio
Vanguard Diversified Value Portfolio
Vanguard Equity Income Portfolio
Vanguard Equity Index Portfolio
Vanguard Growth Portfolio
Vanguard Mid-Cap Index Portfolio
Vanguard REIT Index Portfolio
Vanguard Small Company Growth Portfolio
Vanguard International Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World Fund
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy Index Fund
Vanguard FTSE Social Index Fund
Vanguard Financials Index Fund
Vanguard Health Care Index Fund
Vanguard Information Technology Index Fund
Vanguard Materials Index Fund
Vanguard Mega Cap Index Fund
Vanguard Mega Cap Growth Index Fund
Vanguard Mega Cap Value Index Fund
Vanguard Telecommunications Services Index Fund
Vanguard U.S. Growth Fund
Vanguard Utilities Index Fund
3.
Miscellaneous. Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.
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IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
JPMORGAN CHASE BANK, N.A.
EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO
/s/ Brian Eckert
/s/ Thomas J. Higgins
By:
By:
Name:
Brian Eckert
Name:
Thomas J. Higgins
Title:
Executive Director
Title:
Chief Financial Officer
AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
The following is an amendment, dated October _2_, 2018, (the “Amendment”) to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the “Agreement”), by and between JPMorgan Chase Bank, N.A. (the “Bank”) and each open-end management investment company listed on Exhibit 1 thereto (each, a “Trust”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1.
Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund
Vanguard S&P 500 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund
Vanguard S&P Mid-Cap 400 Index Fund
Vanguard S&P Mid-Cap 400 Value Index Fund
Vanguard S&P Small-Cap 600 Growth Index Fund
Vanguard S&P Small-Cap 600 Index Fund
Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund
Vanguard Intermediate-Term Bond Index Fund
Vanguard Long-Term Bond Index Fund
Vanguard Short-Term Bond Index Fund
Vanguard Total Bond Market Index Fund
Vanguard Total Bond Market II Index Fund
Vanguard Charlotte Funds
Vanguard Global Credit Bond Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund
Vanguard Institutional Target Retirement 2020 Fund
Vanguard Institutional Target Retirement 2025 Fund
Vanguard Institutional Target Retirement 2030 Fund
Vanguard Institutional Target Retirement 2035 Fund
Vanguard Institutional Target Retirement 2040 Fund
Vanguard Institutional Target Retirement 2045 Fund
Vanguard Institutional Target Retirement 2050 Fund
Vanguard Institutional Target Retirement 2055 Fund
Vanguard Institutional Target Retirement 2060 Fund
Vanguard Institutional Target Retirement 2065 Fund
Vanguard Institutional Target Retirement Income Fund
Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard Real Estate II Index Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund
Vanguard Intermediate-Term Treasury Index Fund
Vanguard Long-Term Corporate Bond Index Fund
Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund
Vanguard Short-Term Corporate Bond Index Fund
Vanguard Short-Term Treasury Index Fund
Vanguard Total Corporate Bond ETF
Vanguard Total World Bond ETF
Vanguard Specialized Funds
Vanguard Global Capital Cycles Fund
Vanguard Real Estate Index Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees’ Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Managed Payout Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio
Mid-Cap Index Portfolio
Moderate Allocation Portfolio
REIT Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard ESG US Stock ETF
Vanguard ESG International Stock ETF
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard 500 Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small Cap Growth Index Fund
Vanguard Small Cap Value Index Fund
Vanguard Value Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Structured Broad Market Fund
Vanguard Structured Large-Cap Equity Fund
Vanguard Scottsdale Funds
Vanguard Explorer Value Fund
Vanguard Russell 1000 Index Fund
Vanguard Russell 1000 Value Index Fund
Vanguard Russell 1000 Growth Index Fund
Vanguard Russell 2000 Index Fund
Vanguard Russell 2000 Value Index Fund
Vanguard Russell 3000 Index Fund
Vanguard Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard Real Estate Index Fund
Vanguard Trustees’ Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
Vanguard Balanced Portfolio
Vanguard Capital Growth Portfolio
Vanguard Diversified Value Portfolio
Vanguard Equity Income Portfolio
Vanguard Equity Index Portfolio
Vanguard Growth Portfolio
Vanguard Mid-Cap Index Portfolio
Vanguard REIT Index Portfolio
Vanguard Small Company Growth Portfolio
Vanguard International Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World Fund
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy Index Fund
Vanguard FTSE Social Index Fund
Vanguard Financials Index Fund
Vanguard Health Care Index Fund
Vanguard Industrials Index Fund
Vanguard Information Technology Index Fund
Vanguard Materials Index Fund
Vanguard Mega Cap Index Fund
Vanguard Mega Cap Growth Index Fund
Vanguard Mega Cap Value Index Fund
Vanguard Communication Services Index Fund
Vanguard U.S. Growth Fund
2.
Miscellaneous. Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
JPMORGAN CHASE BANK, N.A.
EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO
/s/ Alan Liang
/s/ John Bendl
By:
By:
Name:
Alan Liang
Name:
John Bendl
Title:
Vice President
Title:
Chief Accounting Officer
Controller
AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
The following is an amendment, dated April _9_, 2019, (the “Amendment”) to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the “Agreement”), by and between JPMorgan Chase Bank, N.A. (the “Bank”) and each open-end management investment company listed on Exhibit 1 thereto (each, a “Trust”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
3.
Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund
Vanguard S&P 500 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund
Vanguard S&P Mid-Cap 400 Index Fund
Vanguard S&P Mid-Cap 400 Value Index Fund
Vanguard S&P Small-Cap 600 Growth Index Fund
Vanguard S&P Small-Cap 600 Index Fund
Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund
Vanguard Intermediate-Term Bond Index Fund
Vanguard Long-Term Bond Index Fund
Vanguard Short-Term Bond Index Fund
Vanguard Total Bond Market Index Fund
Vanguard Total Bond Market II Index Fund
Vanguard Charlotte Funds
Vanguard Global Credit Bond Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund
Vanguard Institutional Target Retirement 2020 Fund
Vanguard Institutional Target Retirement 2025 Fund
Vanguard Institutional Target Retirement 2030 Fund
Vanguard Institutional Target Retirement 2035 Fund
Vanguard Institutional Target Retirement 2040 Fund
Vanguard Institutional Target Retirement 2045 Fund
Vanguard Institutional Target Retirement 2050 Fund
Vanguard Institutional Target Retirement 2055 Fund
Vanguard Institutional Target Retirement 2060 Fund
Vanguard Institutional Target Retirement 2065 Fund
Vanguard Institutional Target Retirement Income Fund
Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard Real Estate II Index Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund
Vanguard Intermediate-Term Treasury Index Fund
Vanguard Long-Term Corporate Bond Index Fund
Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund
Vanguard Short-Term Corporate Bond Index Fund
Vanguard Short-Term Treasury Index Fund
Vanguard Total Corporate Bond ETF
Vanguard Total World Bond ETF
Vanguard Specialized Funds
Vanguard Global Capital Cycles Fund
Vanguard Real Estate Index Fund
Vanguard Global ESG Select Stock Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees’ Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Managed Payout Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio
Mid-Cap Index Portfolio
Moderate Allocation Portfolio
REIT Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard ESG US Stock ETF
Vanguard ESG International Stock ETF
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard 500 Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small Cap Growth Index Fund
Vanguard Small Cap Value Index Fund
Vanguard Value Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Structured Broad Market Fund
Vanguard Structured Large-Cap Equity Fund
Vanguard Scottsdale Funds
Vanguard Explorer Value Fund
Vanguard Russell 1000 Index Fund
Vanguard Russell 1000 Value Index Fund
Vanguard Russell 1000 Growth Index Fund
Vanguard Russell 2000 Value Index Fund
Vanguard Russell 2000 Growth Index Fund
Vanguard Russell 3000 Index Fund
Vanguard Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard Real Estate Index Fund
Vanguard Trustees’ Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
Vanguard Balanced Portfolio
Vanguard Capital Growth Portfolio
Vanguard Diversified Value Portfolio
Vanguard Equity Income Portfolio
Vanguard Equity Index Portfolio
Vanguard Growth Portfolio
Vanguard Mid-Cap Index Portfolio
Vanguard REIT Index Portfolio
Vanguard Small Company Growth Portfolio
Vanguard International Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World Fund
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy Index Fund
Vanguard FTSE Social Index Fund
Vanguard Financials Index Fund
Vanguard Health Care Index Fund
Vanguard Industrials Index Fund
Vanguard Information Technology Index Fund
Vanguard Materials Index Fund
Vanguard Mega Cap Index Fund
Vanguard Mega Cap Growth Index Fund
Vanguard Mega Cap Value Index Fund
Vanguard U.S. Growth Fund
Vanguard Utilities Index Fund
4.
Miscellaneous. Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
JPMORGAN CHASE BANK, N.A.
EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO
/s/ Carl Mehldau
/s/ Thomas J. Higgins
By:
By:
Name:
Carl Mehldau
Name:
Thomas J. Higgins
Title:
Vice President
Title:
Chief Financial Officer
AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
The following is an amendment, dated August _12_, 2019, (the “Amendment”) to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the “Agreement”), by and between JPMorgan Chase Bank, N.A. (the “Bank”) and each open-end management investment company listed on Exhibit 1 thereto (each, a “Trust”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
5.
Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund
Vanguard S&P 500 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund
Vanguard S&P Mid-Cap 400 Index Fund
Vanguard S&P Mid-Cap 400 Value Index Fund
Vanguard S&P Small-Cap 600 Growth Index Fund
Vanguard S&P Small-Cap 600 Index Fund
Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund
Vanguard Intermediate-Term Bond Index Fund
Vanguard Long-Term Bond Index Fund
Vanguard Short-Term Bond Index Fund
Vanguard Total Bond Market Index Fund
Vanguard Total Bond Market II Index Fund
Vanguard Charlotte Funds
Vanguard Global Credit Bond Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund
Vanguard Institutional Target Retirement 2020 Fund
Vanguard Institutional Target Retirement 2025 Fund
Vanguard Institutional Target Retirement 2030 Fund
Vanguard Institutional Target Retirement 2035 Fund
Vanguard Institutional Target Retirement 2040 Fund
Vanguard Institutional Target Retirement 2045 Fund
Vanguard Institutional Target Retirement 2050 Fund
Vanguard Institutional Target Retirement 2055 Fund
Vanguard Institutional Target Retirement 2060 Fund
Vanguard Institutional Target Retirement 2065 Fund
Vanguard Institutional Target Retirement Income Fund
Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard Real Estate II Index Fund
Vanguard Horizon Funds
Vanguard International Core Stock Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund
Vanguard Intermediate-Term Treasury Index Fund
Vanguard Long-Term Corporate Bond Index Fund
Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund
Vanguard Short-Term Corporate Bond Index Fund
Vanguard Short-Term Treasury Index Fund
Vanguard Total Corporate Bond ETF
Vanguard Total World Bond ETF
Vanguard Specialized Funds
Vanguard Global Capital Cycles Fund
Vanguard Real Estate Index Fund
Vanguard Global ESG Select Stock Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees’ Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Valley Forge Funds
Vanguard Balanced Index Fund
Vanguard Managed Payout Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio
Mid-Cap Index Portfolio
Moderate Allocation Portfolio
REIT Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard ESG US Stock ETF
Vanguard ESG International Stock ETF
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard 500 Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small Cap Growth Index Fund
Vanguard Small Cap Value Index Fund
Vanguard Value Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Structured Broad Market Fund
Vanguard Structured Large-Cap Equity Fund
Vanguard Scottsdale Funds
Vanguard Explorer Value Fund
Vanguard Russell 1000 Index Fund
Vanguard Russell 1000 Growth Index Fund
Vanguard Russell 2000 Index Fund
Vanguard Russell 2000 Value Index Fund
Vanguard Russell 2000 Growth Index Fund
Vanguard Russell 3000 Index Fund
Vanguard Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard Real Estate Index Fund
Vanguard Trustees’ Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
Vanguard Balanced Portfolio
Vanguard Capital Growth Portfolio
Vanguard Diversified Value Portfolio
Vanguard Equity Income Portfolio
Vanguard Equity Index Portfolio
Vanguard Growth Portfolio
Vanguard Mid-Cap Index Portfolio
Vanguard REIT Index Portfolio
Vanguard Small Company Growth Portfolio
Vanguard International Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World Fund
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy Index Fund
Vanguard FTSE Social Index Fund
Vanguard Financials Index Fund
Vanguard Health Care Index Fund
Vanguard Industrials Index Fund
Vanguard Information Technology Index Fund
Vanguard Materials Index Fund
Vanguard Mega Cap Index Fund
Vanguard Mega Cap Value Index Fund
Vanguard Communication Services Index Fund
Vanguard U.S. Growth Fund
Vanguard Utilities Index Fund
6.
Miscellaneous. Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
JPMORGAN CHASE BANK, N.A.
EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO
/s/ Carl Mehldau
/s/ Peter C. Mahoney
By:
By:
Name:
Carl Mehldau
Name:
Peter C. Mahoney
Title:
Vice President
Title:
Controller
AMENDMENT TO AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
The following is an amendment, dated August 6, 2020, (the “Amendment”) to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the “Agreement”), by and between JPMorgan Chase Bank, N.A. (the “Bank”) and each open-end management investment company listed on Exhibit 1 thereto (each, a “Trust”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:
7.
Exhibit 1. Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following:
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund
Vanguard S&P 500 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund
Vanguard S&P Mid-Cap 400 Index Fund
Vanguard S&P Mid-Cap 400 Value Index Fund
Vanguard S&P Small-Cap 600 Growth Index Fund
Vanguard S&P Small-Cap 600 Index Fund
Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund
Vanguard Intermediate-Term Bond Index Fund
Vanguard Long-Term Bond Index Fund
Vanguard Short-Term Bond Index Fund
Vanguard Total Bond Market Index Fund
Vanguard Total Bond Market II Index Fund
Vanguard Charlotte Funds
Vanguard Global Credit Bond Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund
Vanguard Institutional Target Retirement 2020 Fund
Vanguard Institutional Target Retirement 2025 Fund
Vanguard Institutional Target Retirement 2030 Fund
Vanguard Institutional Target Retirement 2035 Fund
Vanguard Institutional Target Retirement 2040 Fund
Vanguard Institutional Target Retirement 2045 Fund
Vanguard Institutional Target Retirement 2050 Fund
Vanguard Institutional Target Retirement 2055 Fund
Vanguard Institutional Target Retirement 2060 Fund
Vanguard Institutional Target Retirement 2065 Fund
Vanguard Institutional Target Retirement Income Fund
Vanguard Target Retirement 2015 Fund
Vanguard Target Retirement 2020 Fund
Vanguard Target Retirement 2025 Fund
Vanguard Target Retirement 2030 Fund
Vanguard Target Retirement 2035 Fund
Vanguard Target Retirement 2040 Fund
Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund
Vanguard Target Retirement 2055 Fund
Vanguard Target Retirement 2060 Fund
Vanguard Target Retirement 2065 Fund
Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds
Vanguard GNMA Fund
Vanguard Real Estate II Index Fund
Vanguard Horizon Funds
Vanguard International Core Stock Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard Mid-Cap Growth Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Mid-Cap Value Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Institutional Intermediate-Term Bond Fund
Vanguard Institutional Short-Term Bond Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund
Vanguard Intermediate-Term Treasury Index Fund
Vanguard Long-Term Corporate Bond Index Fund
Vanguard Long-Term Treasury Index Fund
Vanguard Mortgage-Backed Securities Index Fund
Vanguard Short-Term Corporate Bond Index Fund
Vanguard Short-Term Treasury Index Fund
Vanguard Total Corporate Bond ETF
Vanguard Total World Bond ETF
Vanguard Specialized Funds
Vanguard Global Capital Cycles Fund
Vanguard Real Estate Index Fund
Vanguard Global ESG Select Stock Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund
Vanguard LifeStrategy Growth Fund
Vanguard LifeStrategy Income Fund
Vanguard LifeStrategy Moderate Growth Fund
Vanguard STAR Fund
Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund
Vanguard Tax-Managed Small-Cap Fund
Vanguard Trustees’ Equity Fund
Vanguard Diversified Equity Fund
Vanguard International Value Fund
Vanguard Balanced Index Fund
Vanguard Managed Allocation Fund
Vanguard Variable Insurance Funds
Conservative Allocation Portfolio
Equity Index Portfolio
Global Bond Index Portfolio
Mid-Cap Index Portfolio
Moderate Allocation Portfolio
Real Estate Index Portfolio
Total International Stock Market Index Portfolio
Total Stock Market Index Portfolio
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund
Vanguard Global Wellesley Income Fund
Vanguard Global Wellington Fund
Vanguard ESG U.S. Corporate Bond ETF
Vanguard ESG U.S. Stock ETF
Vanguard ESG International Stock ETF
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard 500 Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small Cap Growth Index Fund
Vanguard Small Cap Value Index Fund
Vanguard Value Index Fund
Vanguard Institutional Index Funds
Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Growth and Income Fund
Vanguard Scottsdale Funds
Vanguard Explorer Value Fund
Vanguard Russell 1000 Index Fund
Vanguard Russell 1000 Value Index Fund
Vanguard Russell 1000 Growth Index Fund
Vanguard Russell 2000 Index Fund
Vanguard Russell 2000 Value Index Fund
Vanguard Russell 2000 Growth Index Fund
Vanguard Specialized Funds
Vanguard Dividend Growth Fund
Vanguard Energy Fund
Vanguard Real Estate Index Fund
Vanguard Trustees’ Equity Fund
Vanguard Emerging Markets Select Stock Fund
Vanguard International Value Fund
Vanguard Variable Insurance Funds
Vanguard Balanced Portfolio
Vanguard Capital Growth Portfolio
Vanguard Diversified Value Portfolio
Vanguard Equity Income Portfolio
Vanguard Equity Index Portfolio
Vanguard Growth Portfolio
Vanguard Mid-Cap Index Portfolio
Vanguard Real Estate Index Portfolio
Vanguard Small Company Growth Portfolio
Vanguard International Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund
Vanguard High Dividend Yield Index Fund
Vanguard Mid-Cap Growth Fund
Vanguard Selected Value Fund
Vanguard Windsor Funds
Vanguard Windsor Fund
Vanguard Windsor II Fund
Vanguard World Fund
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy Index Fund
Vanguard FTSE Social Index Fund
Vanguard Financials Index Fund
Vanguard Health Care Index Fund
Vanguard Industrials Index Fund
Vanguard Information Technology Index Fund
Vanguard Materials Index Fund
Vanguard Mega Cap Index Fund
Vanguard Mega Cap Growth Index Fund
Vanguard Mega Cap Value Index Fund
Vanguard Communication Services Index Fund
Vanguard U.S. Growth Fund
Vanguard Utilities Index Fund
8.
Miscellaneous. Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
JPMORGAN CHASE BANK, N.A.
EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO
By:
/s/ Carl Mehldau
By:
/s/ John Bendl
Name:
Carl Mehldau
Name:
John Bendl
Title:
Vice President
Title:
Chief Financial Officer
FIFTH AMENDED AND RESTATED FUNDS’ SERVICE AGREEMENT
This Fifth Amended and Restated Funds’ Service Agreement, made as of the 8th day of June, 2009 (the “Agreement”), between and among the investment companies registered under the Investment Company Act of 1940 (“1940 Act”), whose names are set forth on the signature page of this Agreement, which together with any additional investment companies which may become a party to this Agreement pursuant to Section 5.4 and 5.5 are collectively called the “Funds”; and The Vanguard Group, Inc., a Pennsylvania corporation (“Service Company”).
Whereas, each of the Funds has heretofore determined (as evidenced by, among many documents, prior versions* of this Agreement (the “Prior Agreements”), and by prospectuses and proxy statements of the Funds related thereto): (i) to manage and perform the corporate management, administrative and share distribution functions required for its continued operation, (ii) to create a structure which enhances the independence of the Funds from the providers of external services, (iii) to share, on an equitable and fair basis, with all of the other Funds the expenses of establishing the means to accomplish these objectives at the lowest reasonable cost; and
Whereas, each of the Funds: (i) has heretofore determined that these objectives can best be accomplished by establishing a company: (a) to be wholly-owned by the Funds; (b) to provide corporate management, administrative, and distribution services, and upon the reasonable request of any Fund to provide other service to such Fund at cost; (c) to employ the executive, managerial, administrative, secretarial and clerical personnel necessary or appropriate to perform such services; and (d) to acquire such assets and to obtain such facilities and equipment as are necessary or appropriate to carry out such services, and to make those assets available to the Funds; and (ii) since May 1, 1975 (or the commencement of its operations after this date) has utilized Service Company, pursuant to the provisions of the Prior Agreements; and
Whereas, each of the Funds has further heretofore recognized that it may, from time to time, be in the best interests of the Funds (i) for Service Company to provide similar services to investment companies other than the Funds, (ii) for the Funds to organize, from time to time, new investment companies which are intended to become parties to this Agreement; and, (iii) for Service Company to engage in business activities (directly or through subsidiaries), supportive of the Funds’ operations as investment companies; and
Whereas, each of the Funds desires to enter into a completely integrated Fifth Amended and Restated Funds’ Service Agreement with the other Funds to (i) set forth the current terms and provisions of the relationships which the Funds have determined to establish; and (ii) make non-substantive amendments to the Amended and Restated Funds’ Service Agreement, including correcting the names of the Funds set forth on the signature page of this Agreement.
Now, Therefore, each Fund agrees with each and all of the other Funds, and with Service Company, as follows:
1 |
Capital and Assets. To provide the Service Company with the cash and with the office space, facilities and equipment necessary for it to discharge its responsibilities hereunder, each Fund agrees: |
A |
To make cash investments in the Service Company as provided in Sections 1.2, 1.3 and 1.4. |
B |
To assign and transfer to Service Company on and after May 1, 1975 any and all right, title and interest which the Funds may have in any office facilities and equipment necessary for it to discharge its responsibilities and in any other assets which Service Company may develop or acquire, subject only to the rights reserved in Section 1.6 (concerning certain major assets). Section 5.2 (concerning rights upon withdrawal) and Section 5.3 (concerning rights upon termination) of the Agreement. |
2 |
Cash Investments in Service Company.To provide Service Company with such cash as may be necessary or appropriate from time to time to accomplish the purposes of the Funds and to discharge its responsibilities hereunder, each Fund agrees to purchase, for cash, shares of common stock of Service Company (“Shares”) or such other securities of Service Company (hereafter referred to as “other securities”) upon the favorable vote of the holders of a majority of the Shares adopting a resolution setting forth the terms and provisions of the purchase. Provided, however, that: |
A |
Without the consent of all of the Funds, the date for the purchase of Shares or other securities shall not be less than 15 days following the date on which the resolution is approved by the shareholders. |
B |
The cash purchase price to be paid by any Fund for the Shares or other securities, expressed as a percentage of the total purchase price for the additional securities to be paid by all of the Funds shall not exceed the percentage which the then current net assets of the Fund bears to the aggregate current net assets of all of the Funds as of the most recent month-end preceding the purchase date. |
3 |
Periodic Adjustments of Cash Investments. To maintain and re-establish periodically a fair and proportionate ratio of cash investments by each Fund in the Service Company as compared to its then current net assets, each Fund agrees to purchase from one or more of the other Funds, or to sell one or more of the Funds, sufficient Shares or other securities to re-establish the ratio. |
A |
Such purchases and sales shall be made (1) as of the last business day of any month upon the addition or withdrawal of any Fund as a party to this Agreement, provided that if the addition or withdrawal of a Fund creates no material disparity in the ratios (as determined by the Service Company’s Board of Directors), and no Fund requests that an adjustment be made, the adjustment may be deferred until the close of the Service Company’s fiscal year; (2) in connection with additional investments pursuant to Section 1.2; and (3) annually as of the close of the Service Company’s fiscal year, on a date fixed by Service Company’s Board of Directors within 90 days after the close of the fiscal year unless there is no material disparity in the ratios (as determined by the Service Company’s Board of Directors) and no Fund requests that an adjustment be made. |
C |
Unless specifically required by applicable law, the issuance and transfer of Shares or other securities of Service Company, and the cash investments of the Funds in Service Company, may be evidenced by proper records of Service Company; and no certificates need be issued. |
1.4 Limitation Upon Funds’ Obligations to Make Cash Investments or Purchases. Notwithstanding the provisions of Sections 1.1, 1.2 and 1.3 above, no Fund shall be obligated to purchase Shares or other securities of Service Company if, as a result of such purchase the Fund would thereby have invested in cash a total of more than 0.40% of its then current net assets in Shares or other securities of Service Company.
1.5 Restrictions on Transfer of Shares or Other Securities. Each Fund agrees that it will not, without the written consent of all other parties to this Agreement, transfer or dispose of or encumber any of its Shares or other securities of Service Company except as provided in this Agreement, and that, if issued, each certificate for Shares or other securities of Service Company will be stamped with a legend referring to this restriction.
1.6 Assets of Service Company.The Funds agree that Service Company may acquire, by purchase or lease, office space, furniture, equipment, supplies, files, records, computer hardware and software, and other assets necessary or appropriate for the discharge of the Service Company’s responsibilities hereunder. Each of the Funds hereby assigns and transfers to Service Company, any and all right, title and interest that it may have or hereafter acquire in any such assets, subject to the rights of each Fund (A) to receive the then fair value of such assets upon the purchase or sale of Shares pursuant to this Agreement, (B) to the continued use of such assets in the administration of the business affairs of a Fund so long as the Fund remains a party to this Agreement.
1.7 Borrowing by Service Company. The Funds agree that Service Company may borrow money, and may issue a note or other security in connection with such borrowing, as long as such borrowing, is in connection with the discharge of Service Company’s responsibilities hereunder and is undertaken in accord with procedures approved by the Service Company’s Board of Directors.
II |
SERVICES TO BE OBTAINED INDEPENDENTLY BY EACH FUND |
1 |
Services and Expenses. Each Fund shall, at its own expense, obtain from Service Company or an outside vendor (as that Fund’s Board of Trustees shall determine): |
A |
Services of an independent public accountant. |
B |
Services of outside legal counsel. |
C |
Transfer agency services, including “shareholder services.” |
D |
Custodian, registrar and dividend disbursing services. |
E |
Brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for its investment portfolio. |
F |
Investment advisory services. |
G |
Taxes and other fees applicable to its operations. |
H |
Costs incident to its annual or special meetings of shareholders, including but not limited to legal and accounting fees, and the preparations, printing and mailing of proxy materials. |
I |
Trustees’ fees. |
J |
Costs incurred in the continued maintenance of its corporate existence, including reports to shareholders and government agencies, and the expenses, if any, attributable to the registration of the Fund’s shares with Federal and state regulatory authorities. |
K |
And, in general and except as provided in Section 3.2(B), any other costs directly attributable to and identified with a particular Fund or Funds rather than all Funds which are parties to this Agreement. |
2.2 Disbursement of Payment for These Services. Notwithstanding the provisions of Section 2.1 above, Service Company may, as agent for any Fund, disburse to third parties payments for any of the foregoing services or expenses. Each Fund shall reimburse Service Company promptly for such disbursements made on behalf of the Fund.
III |
SERVICES PROVIDED BY AND EXPENSES OF SERVICE COMPANY |
1 |
Services to be Provided to Funds. Service Company shall with respect to each Fund, subject to the direction and control of the Board of Trustees and officers of the Fund: |
A |
Manage, administer and/or conduct the general business activities of the Fund. |
B |
Provide the personnel and obtain the office space, facilities and equipment necessary to perform such general business activities under the direction of the Funds’ executive officers (who may also be officers of Service Company) who will have the full responsibility for the general management of these functions. |
C |
Establish wholly-owned subsidiaries, and supervise the management and operations of such subsidiaries, as are necessary or appropriate to carry on or support the business activities of the Fund; and authorize such subsidiaries to perform such other functions for the Fund, including organizing new investment companies which are intended to become parties to this Agreement pursuant to Section 5.4 or Section 5.5, as Service Company’s Board of Directors shall determine. |
No provisions hereof shall prohibit the Service Company from performing such additional services to the Fund as the Fund’s Board of Trustees may appropriately request and which two-thirds of the shareholders of the Service Company shall approve.
3.2 Expenses of Operation of Service Company. Each of the Funds agrees to pay to the Service Company, within 10 days after the last business day of each month or at such other time as agreed to by the Fund and the Service Company, the Fund’s portion of the actual costs of operation of Service Company for each monthly period, or for such other period as is agreed upon, during which the Fund is a party to this Agreement.
|
A. Corporate Management and Administrative Expenses. A Fund’s portion of the cost of operation of Service Company shall mean its share of the direct and indirect expenses of Service Company’s providing corporate management and administrative services, including distribution services of an administrative nature, as allocated among the Funds with Allocation of indirect costs based on one or more of the following methods of allocation: |
(2 |
Personnel Time: The proportionate allocation of expenses based upon a summary by each Fund of the time spent by each employee who works directly on the affairs of one or more of the Funds, computed as a percentage of the total time spent by such employee on the affairs of all of the Funds. |
(3 |
Shareholder Accounts: The proportionate allocation of expenses based upon the number of each Fund’s shareholder accounts and transaction activity in those accounts, measured over a period of time, relative to the total number of shareholder accounts and transaction activity in those accounts for all Funds receiving number of portfolio transactions for all Funds receiving services from the Service Company during such period. |
(4 |
Such other methods of allocation as may be approved by the Board of Directors of the Service Company based upon its determination that the allocation method is fair to each Fund in view of (i) the nature, amount and purpose of the expenditure, (ii) the benefits, if any, to be derived directly by each Fund relative to the benefits derived by other Funds, (iii) the need or desirability for the Funds as a group to provide competitive investment programs and services at competitive prices for the group to survive and grow, (iv) the benefits which each Fund derives by being a member of a strong Fund group, and (v) such other factors as the Board considers relevant to the specific expenditure and allocation. |
B |
Distribution Expenses. Each of the Funds expressly agrees to pay to Service Company, as requested, the Fund’s portion of the actual cost of distributing shares of the Funds, which shall mean its share of all of the direct and indirect expenses of a marketing and promotional nature including, but not limited to, advertising, sales literature, and sales personnel, as well as expenditures on behalf of any newly organized registered investment company which is to become a party of this Agreement pursuant to Section 5.4. The cost of distributing shares of the Funds shall not include distribution-related expenses of an administrative nature, which shall be allocated among the Funds pursuant to Section 3.2(A). Distribution expenses of a marketing and promotional nature shall be allocated among the Funds in the manner approved by the Securities and Exchange Commission in Investment Company Act Release No. 11645 (Feb. 25, 1981): |
(1 |
50% of these expenses will be allocated based upon each Fund’s average month-end assets during the preceding quarter relative to the average month-end assets during the preceding quarter of the Funds as a group. |
(2 |
50% of these expenses will be allocated initially among the Funds based upon each Fund’s sales for the 24 months ended with the last day of the preceding quarter relative to the sales of the Funds as a group for the same period. (Shares issued pursuant to a reorganization shall be excluded from the sales of a Fund and the Funds as a group.) |
IV |
CONCERNING THE SERVICE COMPANY |
1 |
Name. Each Fund acknowledge and agrees: |
A |
That the name “The Vanguard Group, Inc.”, and any variants thereof used to identify (1) the Funds as a group, (2) any Fund as a member of a group being served by Service Company, or (3) any other person as being served or related to Service Company (whether now in existence or hereafter created), shall be the sole and exclusive property of Service Company, its affiliates, and its successors. |
B |
That Service Company shall have the sole and exclusive right to permit the use of said name or variants thereof so long as this Agreement or any amendments thereto are effective. |
C |
That upon its withdrawal from this Agreement and upon the written request of Service Company, the Fund shall cease to use, or in any way to refer to itself as related to, “The Vanguard Group, Inc.” or any variant thereof. |
The foregoing agreements on the part of each Fund are hereby made binding upon it, its trustees, officers, shareholders and creditors and all other persons claiming under or through it.
2 |
Services to Others. The Service Company may render services to any person other than the Funds so long as: |
A |
The services to be rendered to the Funds hereunder are not impaired thereby. |
B |
The terms and provisions upon which the services are to be rendered have been approved by the holders of a majority of the Shares. |
C |
The services rendered for compensation and, to the extent achievable, for the purpose of gaining a profit thereon. |
D |
Any income earned and fees received by Service Company shall be used to reduce the total costs and expenses of Service Company. |
3 |
Books, Records, and Audits of Service Company. The Service Company, and any subsidiary established pursuant to Section 3.1(C), shall maintain complete, accurate, and current books, records, and financial statements concerning its activities. To the extent appropriate, it will preserve said records in the manner and for the periods prescribed by law. Financial records and statements shall be kept in accord with generally accepted accounting principles and shall be audited at least annually by independent public accountants (who may also be accountants for any of the Funds). Within 120 days after the close of Service Company’s fiscal year, it shall deliver to each Fund a copy of its audited financial statements for that year and the accountants report thereon. Service Company, on behalf of itself and any subsidiary, acknowledges that all of the records they shall prepare and maintain pursuant to this Agreement shall be the property of the Funds and that upon a request of any Fund they shall make the Fund’s records available to it, along with such other information and data as are reasonably requested by the Fund, for inspection, audit or copying, or turn said records over to the Fund. |
A |
Each Fund (herein the “Indemnitor”) agrees to indemnify, hold harmless, and reimburse (herein “indemnify”) every other Fund, Service Company and/or any subsidiary of Service Company (herein the “Indemnitee”): |
(1 |
which Indemnitee (a) was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (herein a “suit”), or (b) incurs an actual economic loss or expense (herein a “loss”). |
(2 |
if: (a) such suit or loss arises from an action or failure to act, event, occurrence, transaction, or other analogous happening (herein an “event”) under circumstances in which the Indemnitee is involved in a suit or incurs a loss. |
(i |
as a result substantially of, or attributable primarily to, its being a party to this Agreement, or to its indirect participation in transactions contemplated by this Agreement; and |
(ii |
where the suit or loss arises primarily and substantially from an event related primarily and substantially to the business and/or operations of the Indemnitor; and |
(b |
an independent third party, who may but need not be legal counsel for the Funds, advises the Funds in writing (i) that the condition set forth in “(1)” and “(2)(a)” have occurred and (ii) that the Indemnitee is without significant fault or responsibility for the suit or loss as measured by the comparative conduct of the Indemnitor and Indemnitee and by the purposes sought to be accomplished by this Agreement. |
B |
The financial obligations of the Indemnitor under this Section shall be limited to: |
(1 |
In the case of a suit, to expenses (including attorneys’ fees), actually incurred by the Indemnitee. The termination of any suit by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee is not entitled to be indemnified hereunder. |
(2) In the case of an event, to losses and/or expenses (including attorney’s fees) actually incurred by the Indemnitee.
The Indemnitee shall not be liable financially hereunder for lost profits in the case of either a suit or loss.
C |
Expenses incurred in defending a suit or resolving an event may be paid by the prospective Indemnitor in advance of the final disposition of such suit or event if authorized by the Board of Trustees of the prospective Indemnitor in the specific case upon receipt of an undertaking by or on behalf of the prospective indemnitee to repay such amount unless it shall ultimately be determined that the Indemnitee is entitled to be indemnified by the Indemnitor as provided in this Section. |
C |
The indemnification provided by this section shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under any agreement or otherwise. |
V |
TERM OF AGREEMENT |
1 |
Effective Period.This Agreement shall become effective on the date first written above, and shall continue in full force and effect as to all parties hereto until terminated or amended by mutual agreement of all parties hereto. The withdrawal pursuant to Section 5.2(A) or 5.2(B) of one or more of the Funds from this agreement shall not affect the continuance of this Agreement except as to the parties withdrawing. |
2 |
Withdrawal from Agreement. |
A |
Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days’ prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand. |
B |
In the event of the withdrawal of any Fund from this Agreement, all its rights and obligations, except for lease commitments, under this Agreement (except such rights or obligations as have accrued prior to the date of withdrawal) shall terminate as of the date of the withdrawal. The withdrawing Fund shall surrender its Shares to Service Company, and (1) shall be entitled to receive from Service Company an amount equal to the excess of the fair value of (i) its Shares of other securities Service Company as of the date of its withdrawal less (ii) its proportionate interest in any liabilities of Service Company, including when appropriate any commitments of Service Company and unexpired leases at the date of withdrawal; (2) shall be obligated to pay Service Company an amount equal to the excess of (ii) over (i). Such amount to be received from or paid to Service Company shall be determined by the favorable vote of the holders of a majority of the Shares whose determination shall be conclusive upon the Funds. Any amount found payable by the Service Company to the withdrawing Fund shall be recoverable by Service Company from the Funds remaining under this Agreement in accordance with the provisions of Section 1.2, 1.3 and 1.4 hereof. |
3 |
Termination by Mutual Consent. In the event that all Funds withdraw from this Agreement without entering into a comparable successor agreement, each Fund shall surrender its Shares to Service Company and after payment by Service Company of all its liabilities, including the settlement of unexpired lease obligations, shall: |
A |
Receive from Service Company in cash an amount equal to its proportionate share of the actual value of all assets of the Service Company which can be reduced readily to cash. |
B |
Negotiate in good faith with the other Funds provision for the equitable use and/or disposition of assets of the Service Company which are not readily reducible to cash. |
5 |
Fund of Funds Parties to Agreement. A “Fund of Funds” shall mean a registered investment company or series of a Fund which is managed and administered by Service Company and which invests substantially all of its assets in shares of two or more Funds (or series thereof). |
A. Upon the favorable vote of two-thirds of the shareholders and of the holders of two-thirds of the Shares of the Service Company, a Fund of Funds organized as a separate registered investment company may become a party to this Agreement and share as a Fund in all of the rights, duties and liabilities hereunder by adopting, executing and delivering to the Service Company and the Funds a signed copy of this Agreement which shall evidence that investment company’s agreement to assume the duties and obligations of a Fund hereunder, except as provided in the following paragraph B.
B. A Fund of Funds: (1) shall not be obligated or permitted to make a capital contribution or to acquire Shares pursuant to Section I except to the extent that the Fund of Funds’ assets are not invested in shares of the Funds; (2) shall not be allocated or obligated to pay any portion of the expenses of Service Company pursuant to Section 3.2 except as determined by the Board of Directors of Service Company pursuant to Section 3.2(A)(4); and (3) may have the expenses the Fund of Funds would otherwise bear pursuant to Section 2.1 reduced or eliminated by the savings which accrue to the benefit of the Funds.
C. Upon the delivery of a signed copy of this Agreement, the Fund of Funds shall be subject to all the provisions of this Agreement except as provided herein.
VI |
GENERAL |
1 |
Definition of Certain Terms. As used in this Agreement, the terms set forth below shall mean: |
A |
“Fair Value of Shares” shall mean the proportionate interest, as represented by the ratio of the number of Shares owned by a Fund to the number of Shares issued and outstanding, in all assets of the Service Company less all liabilities of the Service Company on the date fair value is to be determined. Assets shall be valued at fair market value. In case of any dispute as to the proportionate interest of any Fund or as to the fair value of the Shares, the issue shall be determined by the favorable vote of the holders of a majority of the Shares, whose determination shall be conclusive upon the Fund. |
A |
“Person” shall mean a natural person, a corporation, a partnership, an association, a joint-stock company, a trust, a fund or any organized group of persons whether incorporated or not. |
2 |
Assignment. This Agreement shall bind and inure to the benefit of the parties thereto, their respective successors and assigns. |
2 |
Captions.The captions in this Agreement are included for convenience of reference only and in no way define any of the provisions hereof or otherwise affect their construction or effect. |
3 |
Amendment. Unless prohibited by applicable laws, regulations or orders of regulatory authorities and except as set forth below, this Agreement may be amended at any time and in one or more respects upon the favorable vote of the holders of a majority of the Shares (except that the vote required in Sections 3.1 and 5.4 may be amended only by the favorable votes of the number of holders or Shares specified therein) and without the further approval or vote of shareholders of any of the Funds; provided, however, that Section 1.4 (limiting cash investments by the Funds in Service Company) may not be amended unless and exemptive order permitting such amendment is obtained from the U.S. Securities and Exchange Commission. |
4 |
Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. |
In Witness Whereof, each of the parties hereto has caused the Agreement to be signed and its corporate seal to be hereto affixed by its proper officers thereunto duly authorized, all as of the date and year first above written.
The Vanguard Group, Inc.
Attest:/s/ Anne RobinsonBY: /s/ Mortimer J. Buckley
Anne Robinson Mortimer J. Buckley
Secretary |
Chief Executive Officer |
The Vanguard Group of Investment Companies:
Vanguard Admiral FundsVanguard Bond Index Funds
Vanguard California Tax-Free Funds Vanguard Charlotte Funds
Vanguard Chester FundsVanguard Explorer Fund
Vanguard Fenway Funds Vanguard Fixed Income Securities Funds
Vanguard Horizon FundsVanguard Index Funds
Vanguard International Equity Index FundsVanguard Institutional Index Funds
Vanguard Malvern FundsVanguard Massachusetts Tax-Exempt Funds
Vanguard Money Market ReservesVanguard Montgomery Funds
Vanguard Municipal Bond FundsVanguard New Jersey Tax-Free Funds Vanguard New York Tax-Free FundsVanguard Ohio Tax-Free Funds
Vanguard Pennsylvania Tax-Free FundsVanguard Quantitative Funds
Vanguard Scottsdale Funds2Vanguard Specialized Funds Vanguard STAR FundsVanguard Tax-Managed Funds
Vanguard Trustees’ Equity FundVanguard Valley Forge Funds
Vanguard Variable Insurance Funds Vanguard Wellesley Income Fund
Vanguard Wellington FundVanguard Whitehall Funds
Vanguard Windsor FundsVanguard World Fund
Attest:/s/ Anne RobinsonBY: /s/ Mortimer J. Buckley
Anne RobinsonMortimer J. Buckley
Secretary |
President and Chief Executive Officer |
Signature page revised as of February 4, 2020.
|
* Funds’ Service Agreement dated May 1, 1975; an Amended and Restated Funds’ Service Agreement dated October 1, 1977; an Amended and Restated Funds’ Service Agreement dated May 10, 1993, an Amended and Restated Funds’ Service Agreement dated January 1, 1996, and an Amended and Restated Funds’ Service Agreement dated June 15, 2001 as therefore amended. |
|
11 |
Formerly Vanguard Treasury Fund |
646121
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Vanguard Scottsdale Funds of our reports dated October 15, 2020, relating to the financial statements and financial highlights, which appear in Vanguard Explorer Value Fund and Vanguard Total Corporate Bond ETF’s Annual Reports on Form N-CSR for the year ended August 31, 2020, and of our reports dated October 19, 2020, relating to the financial statements and financial highlights, which appear in Vanguard Short-Term Treasury Index Fund, Vanguard Intermediate-Term Treasury Index Fund, Vanguard Long-Term Treasury Index Fund, Vanguard Short-Term Corporate Bond Index Fund, Vanguard Intermediate-Term Corporate Bond Index Fund, Vanguard Long-Term Corporate Bond Index Fund, Vanguard Mortgage-Backed Securities Index Fund, Vanguard Russell 1000 Index Fund, Vanguard Russell 1000 Value Index Fund, Vanguard Russell 1000 Growth Index Fund, Vanguard Russell 2000 Index Fund, Vanguard Russell 2000 Value Index Fund, Vanguard Russell 2000 Growth Index Fund, Vanguard Russell 3000 Index Fund and Vanguard Total World Bond ETF’s Annual Reports on Form N-CSR for the year ended August 31, 2020. We also consent to the references to us under the headings “Financial Statements”, “Service Providers—Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 18, 2020
VANGUARD FUNDS MULTIPLE CLASS PLAN
I. |
INTRODUCTION |
This Multiple Class Plan (the “Plan”) describes seven separate classes of shares that may be offered by investment company members of The Vanguard Group of Mutual Funds (collectively the “Funds,” individually a “Fund”). The Plan has been adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940 (the “1940 Act”) to allow each Fund to offer multiple classes of shares in a manner permitted by Rule 18f-3, subject to the requirements imposed by the Rule. Each Fund may offer any one or more of the specified classes.
The Plan has been approved by the Board of Directors of The Vanguard Group, Inc. (“VGI”). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund (“Fund Board”), including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.
II. |
SHARE CLASSES |
A Fund may offer any one or more of the following share classes:
Investor Shares
Admiral Shares
Institutional Shares Institutional Plus Shares
Institutional Select Shares ETF Shares
Transition Shares
III. |
DISTRIBUTION, AVAILABILITY AND ELIGIBILITY |
Distribution arrangements for all classes are described below. Distribution arrangements vary by VGI business line depending on the eligibility of the client segments to whom they market. Each Fund retains sole discretion in determining share class availability, and VGI retains discretion in determining whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:
A. |
Investor Shares |
Investor Shares of actively-managed Funds 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 of actively-managed Funds will normally be lower than the amount required for any other class of shares of such Funds. Investor Shares of actively-managed Funds are typically distributed by all VGI business lines. Investor Shares of index Funds generally will be available to Funds that operate as a Fund-of-Funds and certain retirement plan clients receiving recordkeeping services from VGI.
B. |
Admiral Shares |
Admiral Shares generally will be available to retail, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested in the Fund; or (ii) any other factors deemed appropriate by a Fund’s Board. Admiral Shares are typically distributed by all VGI business lines.
C. |
Institutional Shares |
Institutional Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount per account for Institutional Shares will be substantially higher than the amounts required for Investor Shares or Admiral Shares. Institutional Shares are typically distributed by Vanguard’s 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 VGI’s financial advisory services and institutional business lines.
E. |
Institutional Select Shares |
Institutional Select Shares generally will be available to institutional investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Select Shares will be the highest among all Fund share classes. Institutional Select Shares are typically distributed by VGI’s institutional business line.
F. |
ETF Shares |
A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants, and who generally pay for their ETF shares by depositing a prescribed basket consisting predominantly of securities with the Fund. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Fund’s 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 VGI business lines.
G. |
Transition Shares |
Transition Shares generally will be available solely to Funds that operate as Funds-of-Funds and meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.
IV. |
SERVICE ARRANGEMENTS |
Shareholders in all share classes will receive a range of shareholder services provided by VGI. These services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. Each share class will bear its proportionate share of VGI’s cost of providing such services in accordance with Section VI of the Plan.
V. |
CONVERSION FEATURES |
A. |
Self-Directed Conversions |
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 VGI’s receipt of the shareholder’s request in good order. VGI or the Fund may charge an administrative fee to process conversion transactions. |
B. |
Automatic Conversions |
1. |
Automatic conversion into Admiral Shares. VGI may automatically convert Investor Shares into Admiral Shares of the same Fund (if available), provided that following the conversion the shareholder meets the eligibility requirements for Admiral Shares. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI’s conversion without the imposition of any charge. Such automatic conversions may occur on a periodic, or one-time basis. Automatic conversions may not apply to certain financial types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by VGI management). |
2. |
Automatic conversion into Institutional Shares, Institutional Plus Shares, or Institutional Select Shares. VGI may conduct automatic conversions of any share class into either Institutional Shares, Institutional Plus Shares, or Institutional Select Shares in accordance with then-current eligibility requirements. |
C. |
Involuntary Conversions and Cash Outs |
1. |
Cash Outs. If a shareholder in any class of shares no longer meets the eligibility requirements for such shares, the Fund may, if permitted under applicable law, cash out the shareholder’s remaining account balance. Any such cash out will be preceded by written notice to the shareholder and will be subject to the Fund’s normal redemption fees, if any. |
3. |
Conversions of Transition Shares. When a Fund that issues Transition Shares has completed the relevant portfolio transition, the Fund will convert the Transition Shares to another share class of the same Fund as appropriate, based on the eligibility requirements of such class as specified in Schedule B hereto, as such Schedule may be amended from time to time. |
VI. |
EXPENSE ALLOCATION AMONG CLASSES |
A. |
Background |
VGI is a jointly-owned subsidiary of the Funds. VGI provides the Funds, on an at-cost basis, virtually all of their corporate management, administrative and distribution services. VGI also may provide investment advisory services on an
at-cost basis to the Funds. VGI was established and operates pursuant to a Funds’ Service Agreement between itself and the Funds (the “Agreement”), and pursuant to certain exemptive orders granted by the U.S. Securities and Exchange Commission (“Exemptive Orders”). VGI’s direct and indirect expenses of providing corporate management, administrative and distribution services to the Funds are allocated among such Funds in accordance with methods specified in the Agreement or such other methods as may be approved by the Board of Directors of VGI (“VGI Board”) as permitted under the Agreement and by the Fund Board.1
B. |
Class Specific Expenses |
1. |
Expenses for Account-Based Services. Expenses associated with VGI’s provision of account-based services to the Funds will be allocated among the share classes of each Fund on the basis of the amount incurred by each such class as follows: |
(b) |
Expenses of special servicing arrangements. Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Fund’s 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 Fund’s 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 Fund Board under paragraph (c)(1)(v) of Rule 18f-3 under the 1940 Act.
2. |
Expenses associated with management of a Fund’s assets (including all advisory, tax preparation and custody fees) will be allocated among the Fund’s 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. |
Income, gains and losses will be allocated among each Fund’s 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.
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.
All material amendments to the Plan must be approved by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of VGI.
Original Board Approval: July 21, 2000
Last Approved by Board: November 22, 2019
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 FundShare Classes Authorized
Vanguard Admiral Funds
· |
Treasury Money Market FundInvestor |
· |
S&P 500 Value Index FundInstitutional, ETF |
· |
S&P 500 Growth Index FundInstitutional, ETF |
· |
S&P MidCap 400 Index FundInstitutional, ETF |
· |
S&P MidCap 400 Value Index FundInstitutional, ETF |
· |
S&P MidCap 400 Growth Index FundInstitutional, ETF |
· |
S&P SmallCap 600 Index FundInstitutional, ETF |
· |
S&P SmallCap 600 Value Index FundInstitutional, ETF |
· |
S&P SmallCap 600 Growth Index FundInstitutional, ETF |
Vanguard Bond Index Funds
· |
Short-Term Bond Index FundInvestor, Admiral, Institutional, Institutional Plus, ETF |
· |
Intermediate-Term Bond Index FundInvestor, Admiral, Institutional, Institutional |
Plus, ETF
· |
Long-Term Bond Index FundAdmiral, Institutional, Institutional Plus, ETF |
· |
Total Bond Market Index FundInvestor, Admiral, Institutional, Institutional Plus, Institutional Select, ETF |
· |
Total Bond Market II Index FundInvestor, Institutional |
· |
Inflation-Protected Securities FundInvestor, Admiral, Institutional |
Vanguard California Tax-Free Funds
· |
Municipal Money Market FundInvestor |
· |
Intermediate-Term Tax-Exempt FundInvestor, Admiral |
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
Vanguard Charlotte Funds
· |
Total International Bond Index FundInvestor, Admiral, Institutional, |
Institutional Select, ETF
· |
Global Credit Bond FundInvestor, Admiral |
Vanguard Chester Funds
· |
PRIMECAP FundInvestor, Admiral |
· |
Target Retirement Income FundInvestor |
· |
Target Retirement 2010 FundInvestor |
· |
Target Retirement 2015 FundInvestor |
· |
Target Retirement 2020 FundInvestor |
· |
Target Retirement 2025 FundInvestor |
· |
Target Retirement 2030 FundInvestor |
· |
Target Retirement 2035 FundInvestor |
· |
Target Retirement 2040 FundInvestor |
· |
Target Retirement 2045 FundInvestor |
· |
Target Retirement 2050 FundInvestor |
· |
Target Retirement 2055 FundInvestor |
· |
Target Retirement 2060 FundInvestor |
· |
Target Retirement 2065 FundInvestor |
· |
Institutional Target Retirement Income FundInstitutional |
· |
Institutional Target Retirement 2010 FundInstitutional |
· |
Institutional Target Retirement 2015 FundInstitutional |
· |
Institutional Target Retirement 2020 FundInstitutional |
· |
Institutional Target Retirement 2025 FundInstitutional |
· |
Institutional Target Retirement 2030 FundInstitutional |
· |
Institutional Target Retirement 2035 FundInstitutional |
· |
Institutional Target Retirement 2040 FundInstitutional |
· |
Institutional Target Retirement 2045 FundInstitutional |
· |
Institutional Target Retirement 2050 FundInstitutional |
· |
Institutional Target Retirement 2055 FundInstitutional |
· |
Institutional Target Retirement 2060 FundInstitutional |
· |
Institutional Target Retirement 2065 FundInstitutional |
Vanguard Explorer Fund |
Investor, Admiral |
Vanguard Fenway Funds
· |
Equity Income FundInvestor, Admiral |
· |
Growth Equity FundInvestor |
· |
PRIMECAP Core FundInvestor |
Vanguard Fixed Income Securities Funds
· |
Ultra-Short-Term Bond FundInvestor, Admiral |
· |
Real Estate II Index FundInstitutional Plus |
· |
Short-Term Treasury FundInvestor, Admiral |
· |
Short-Term Federal FundInvestor, Admiral |
· |
Short-Term Investment-Grade FundInvestor, Admiral, Institutional |
· |
Intermediate-Term Treasury FundInvestor, Admiral |
· |
Intermediate-Term Investment-Grade FundInvestor, Admiral |
· |
GNMA FundInvestor, Admiral |
· |
Long-Term Treasury FundInvestor, Admiral |
· |
Long-Term Investment-Grade FundInvestor, Admiral |
· |
High-Yield Corporate FundInvestor, Admiral |
Vanguard Horizon Funds
· |
Capital Opportunity FundInvestor, Admiral |
· |
Global Equity FundInvestor |
· |
Strategic Equity FundInvestor |
· |
Strategic Small-Cap Equity FundInvestor |
· |
International Core Stock FundInvestor, Admiral |
Vanguard Index Funds
· |
500 Index FundInvestor, Admiral, Institutional Select, ETF |
· |
Extended Market Index FundInvestor, Admiral, Institutional, Institutional Plus, Institutional Select, ETF |
· |
Growth Index FundInvestor, Admiral, Institutional, ETF |
· |
Large-Cap Index FundInvestor, Admiral, Institutional, ETF |
· |
Mid-Cap Growth Index FundInvestor, Admiral, ETF |
· |
Mid-Cap Index FundInvestor, Admiral, Institutional, Institutional Plus, ETF |
· |
Mid-Cap Value Index FundInvestor, Admiral, ETF |
· |
Small-Cap Growth Index FundInvestor, Admiral, Institutional, ETF |
· |
Small-Cap Index FundInvestor, Admiral, Institutional, Institutional Plus, ETF |
· |
Small-Cap Value Index FundInvestor, Admiral, Institutional, ETF |
· |
Total Stock Market Index FundInvestor, Admiral, Institutional, Institutional Plus, Institutional Select, ETF |
· |
Value Index FundInvestor, Admiral, Institutional, ETF |
Vanguard Institutional Index Funds
· |
Institutional Index FundInstitutional, Institutional Plus |
· |
Institutional Total Stock Market Index FundInstitutional, Institutional Plus |
Vanguard International Equity Index Funds
· |
Emerging Markets Stock Index FundInvestor, Admiral, Institutional, |
Institutional Plus
FTSE Emerging Markets ETF |
ETF |
· |
European Stock Index FundInvestor, Admiral, Institutional, Institutional Plus |
FTSE Europe ETF |
ETF |
· |
FTSE All-World ex US Index FundAdmiral, Institutional, Institutional |
Plus, ETF
· |
Pacific Stock Index FundInvestor, Admiral, Institutional |
FTSE Pacific ETF |
ETF |
· |
Total World Stock Index FundAdmiral, Institutional, ETF |
· |
FTSE All World ex-US Small-Cap Index FundAdmiral, Institutional, ETF |
· |
Global ex-U.S. Real Estate Index FundAdmiral, Institutional, ETF |
Vanguard Malvern Funds
· |
Capital Value FundInvestor |
· |
Short-Term Inflation-Protected Securities |
Index Fund |
Investor, Admiral, Institutional, ETF |
· |
U.S. Value FundInvestor |
· |
Institutional Short-Term Bond FundInstitutional Plus |
· |
Institutional Intermediate-Term Bond FundInstitutional Plus |
· |
Core Bond FundInvestor, Admiral |
· |
Emerging Markets Bond FundInvestor, Admiral |
Vanguard Massachusetts Tax-Exempt Funds
· |
Massachusetts Tax-Exempt FundInvestor |
Vanguard Money Market Funds
· |
Cash Reserves Federal Money Market FundAdmiral |
· |
Federal Money Market FundInvestor |
Vanguard Montgomery Funds
· |
Market Neutral FundInvestor, Institutional |
Vanguard Municipal Bond Funds
· |
Municipal Money Market FundInvestor |
· |
Short-Term Tax-Exempt FundInvestor, Admiral |
· |
Limited-Term Tax-Exempt FundInvestor, Admiral |
· |
Intermediate-Term Tax-Exempt FundInvestor, Admiral |
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
· |
High-Yield Tax-Exempt FundInvestor, Admiral |
· |
Tax-Exempt Bond Index FundAdmiral, ETF |
Vanguard New Jersey Tax-Free Funds
· |
Municipal Money Market FundInvestor |
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
Vanguard New York Tax-Free Funds
· |
Municipal Money Market FundInvestor |
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
Vanguard Ohio Tax-Free Funds
· |
Long-Term Tax-Exempt FundInvestor |
Vanguard Pennsylvania Tax-Free Funds
· |
Municipal Money Market FundInvestor |
· |
Long-Term Tax-Exempt FundInvestor, Admiral |
Vanguard Quantitative Funds
· |
Growth and Income FundInvestor, Admiral |
Vanguard Scottsdale Funds
· |
Short-Term Treasury Index FundInstitutional, Admiral, ETF |
· |
Intermediate-Term Treasury Index FundInstitutional, Admiral, ETF |
· |
Long-Term Treasury Index FundInstitutional, Admiral, ETF |
· |
Short-Term Corporate Bond Index FundInstitutional, Admiral, ETF |
· |
Intermediate-Term Corporate Bond Index FundInstitutional, Admiral, ETF |
· |
Long-Term Corporate Bond Index FundInstitutional, Admiral, ETF |
· |
Mortgage-Backed Securities Index FundInstitutional, Admiral, ETF |
· |
Explorer Value FundInvestor |
· |
Russell 1000 Index FundInstitutional, ETF |
· |
Russell 1000 Value Index FundInstitutional, ETF |
· |
Russell 1000 Growth Index FundInstitutional, ETF |
· |
Russell 2000 Index FundInstitutional, ETF |
· |
Russell 2000 Value Index FundInstitutional, ETF |
· |
Russell 2000 Growth Index FundInstitutional, ETF |
· |
Russell 3000 Index FundInstitutional, ETF |
· |
Total Corporate Bond ETFETF |
· |
Total World Bond ETFETF |
Vanguard Specialized Funds
· |
Energy FundInvestor, Admiral |
· |
Global Capital Cycles FundInvestor |
· |
Health Care FundInvestor, Admiral |
· |
Dividend Growth FundInvestor |
· |
Real Estate Index FundInvestor, Admiral, Institutional, ETF |
· |
Dividend Appreciation Index FundAdmiral, ETF |
· |
Global ESG Select Stock FundInvestor, Admiral |
Vanguard STAR Funds
· |
LifeStrategy Conservative Growth FundInvestor |
· |
LifeStrategy Growth FundInvestor |
· |
LifeStrategy Income FundInvestor |
· |
LifeStrategy Moderate Growth FundInvestor |
· |
STAR FundInvestor |
· |
Total International Stock Index FundInvestor, Admiral, Institutional, |
Institutional Plus, Institutional Select, ETF
Vanguard Tax-Managed Funds
· |
Tax-Managed Balanced FundAdmiral |
· |
Tax-Managed Capital Appreciation FundAdmiral, Institutional |
· |
Developed Markets Index FundInvestor, Admiral, Institutional, Institutional Plus |
FTSE Developed Markets ETF |
ETF |
· |
Tax-Managed Small-Cap FundAdmiral, Institutional |
Vanguard Trustees’ Equity Fund
· |
International Value FundInvestor |
· |
Diversified Equity FundInvestor |
· |
Emerging Markets Select Stock FundInvestor |
· |
Alternative Strategies FundInvestor |
· |
Commodity Strategy FundAdmiral |
Vanguard Valley Forge Funds
· |
Balanced Index FundInvestor, Admiral, Institutional |
· |
Managed Allocation FundInvestor |
Vanguard Variable Insurance Funds
· |
Balanced PortfolioInvestor |
· |
Conservative Allocation PortfolioInvestor |
· |
Diversified Value PortfolioInvestor |
· |
Equity Income PortfolioInvestor |
· |
Equity Index PortfolioInvestor |
· |
Growth PortfolioInvestor |
· |
Global Bond Index PortfolioInvestor |
· |
Total Bond Market Index PortfolioInvestor |
· |
High Yield Bond PortfolioInvestor |
· |
International PortfolioInvestor |
· |
Mid-Cap Index PortfolioInvestor |
· |
Moderate Allocation PortfolioInvestor |
· |
Money Market PortfolioInvestor |
· |
Real Estate Index PortfolioInvestor |
· |
Short-Term Investment Grade PortfolioInvestor |
· |
Small Company Growth PortfolioInvestor |
· |
Capital Growth PortfolioInvestor |
· |
Total International Stock Market Index PortfolioInvestor |
· |
Total Stock Market Index PortfolioInvestor |
Vanguard Wellesley Income Fund |
Investor, Admiral |
Vanguard Wellington Fund
· |
U.S. Liquidity Factor ETFETF |
· |
U.S. Minimum Volatility ETFETF |
· |
U.S. Momentum Factor ETFETF |
· |
U.S. Multifactor ETFETF |
· |
U.S. Multifactor FundAdmiral |
· |
U.S. Quality Factor ETFETF |
· |
U.S. Value Factor ETFETF |
· |
Wellington FundInvestor, Admiral |
Vanguard Whitehall Funds
· |
Selected Value FundInvestor |
· |
Mid-Cap Growth FundInvestor |
· |
International Explorer FundInvestor |
· |
High Dividend Yield Index FundAdmiral, ETF |
· |
Emerging Markets Government |
Bond Index Fund |
Admiral, Institutional, ETF |
· |
Vanguard Global Minimum Volatility FundInvestor, Admiral |
· |
International Dividend Appreciation Index FundAdmiral, ETF |
· |
International High Dividend Yield Index FundAdmiral, ETF |
Vanguard Windsor Funds
· |
Windsor FundInvestor, Admiral |
· |
Windsor II FundInvestor, Admiral |
Vanguard World Fund
· |
Extended Duration Treasury Index FundInstitutional, Institutional Plus, ETF |
· |
FTSE Social Index FundAdmiral, Institutional |
· |
Global Wellesley Income FundInvestor, Admiral |
· |
Global Wellington FundInvestor, Admiral |
· |
International Growth FundInvestor, Admiral |
· |
Mega Cap Index FundInstitutional, ETF |
· |
Mega Cap Growth Index FundInstitutional, ETF |
· |
Mega Cap Value Index FundInstitutional, ETF |
· |
U.S. Growth FundInvestor, Admiral |
· |
Consumer Discretionary Index FundAdmiral, ETF |
· |
Consumer Staples Index FundAdmiral, ETF |
· |
Energy Index FundAdmiral, ETF |
· |
Financials Index FundAdmiral, ETF |
· |
Health Care Index FundAdmiral, ETF |
· |
Industrials Index FundAdmiral, ETF |
· |
Information Technology Index FundAdmiral, ETF |
· |
Materials Index FundAdmiral, ETF |
· |
Communication Services Index FundAdmiral, ETF |
· |
Utilities Index FundAdmiral, ETF |
· |
ESG U.S. Stock ETFETF |
· |
ESG International Stock ETFETF |
· |
ESG U.S. Corporate Bond ETFETF |
Original Board Approval: July 21, 2000
Last Updated: September 17, 2020
SCHEDULE B
to
VANGUARD FUNDS MULTIPLE CLASS PLAN
VGI has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plan’s eligibility requirements.2 These policies are reviewed and monitored on an ongoing basis in conjunction with VGI’s Compliance Department.
Investor Shares - Eligibility Requirements
Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000 ($50,000 for Vanguard Treasury Money Market Fund). Personal Advisor Services clients, clients investing through financial intermediaries, and institutional clients may hold Investor Shares without restriction in Funds that do not offer Admiral Shares. Investor Shares of index Funds generally are available only to Funds that operate as a Fund-of-Funds and certain retirement plan clients receiving recordkeeping services from VGI. A Vanguard Fund may, from time to time, establish higher or lower minimum amounts for Investor Shares. Each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Financial intermediaries that serve as mutual fund supermarkets may only invest in Investor Shares of Funds in which Investor Shares are available and may not invest in other share classes of such Funds.3 Mutual fund supermarket means a program or platform offered by a financial intermediary through which such intermediary’s retail clients may purchase and sell mutual funds offered by a variety of independent fund families on a self-directed basis without advice or recommendation from a financial advisor or broker. This definition may be changed or amended at any time and without prior notice as may be determined in the discretion of VGI management. Nothing in the definition of mutual fund supermarket should be construed to prohibit Vanguard Brokerage Services from offering the Funds’ other share classes to its eligible clients.
Admiral Shares – Eligibility Requirements
Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $3,000 for retail clients in index Funds and $50,000 for retail clients in actively-managed Funds. Personal Advisor Services clients, clients investing through financial intermediaries and institutional clients may hold Admiral Shares of both index and actively-managed Funds without restriction. Funds may, from time to time, establish higher or lower minimum amounts for Admiral Shares, and each Fund and VGI reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Admiral Share class eligibility also is subject to the following rule:
· |
Certain Retirement Plans – Admiral Shares of actively-managed Funds generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.4 |
· |
Mutual Fund Supermarkets – Admiral Shares are not available to mutual fund supermarkets, except where a Fund does not have Investor Shares. |
Institutional Shares – Eligibility Requirements
Institutional Shares generally require a minimum initial investment and ongoing account balance of
$5,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Institutional Share class eligibility also is subject to the following special rules:
· |
Retail clients. Retail clients may hold Institutional Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. |
· |
Financial intermediary clients. Financial intermediaries generally may hold Institutional Shares for the benefit of their underlying clients provided that: |
(1) |
each underlying investor individually meets the investment minimum amount described above; and |
(2) |
the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or |
|
(3) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
|
Home office model portfolios offered on wealth management platforms administered by financial intermediaries5 may offer Institutional Shares, provided:
(4) |
the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and |
|
(5) |
the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Shares for the Fund. |
|
A home office model portfolio must meet the following criteria:
(6) |
the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself); |
|
(7) |
the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and |
|
(8) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
|
· |
Institutional clients. An institutional client may hold Institutional Shares if the total amount aggregated among all accounts held by such a client (including accounts held through financial intermediaries) and invested in the Fund is at least $5 million (or such higher minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker6 for each account; and (2) the total balance in each account in the Fund. |
· |
Investment by Vanguard Target Retirement Collective Trust. A Vanguard Target Retirement Trust that is a collective trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in underlying Funds (a “TRT”) may hold Institutional Shares of an underlying Fund whether or not its investment meets the minimum investment threshold specified above. |
· |
Accumulation Period ¾ Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management. |
Institutional Plus Shares - Eligibility Requirements
Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of
$100,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Plus Share class eligibility also is subject to the following special rules:
· |
Retail clients. Retail clients may hold Institutional Plus Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. For purposes of this rule, VGI management is authorized to permit aggregation of a greater number of accounts in the case of clients whose aggregate assets within the Funds are expected to generate substantial economies in the servicing of their accounts. |
· |
Institutional clients. An institutional client may hold Institutional Plus Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $100 million (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker for each account; and |
(2) the total balance in each account held in the Fund.
· |
Institutional clients with assets in certain Vanguard collective investment trusts and Funds. Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column (“Corresponding Funds”) for purposes of meeting the investment minimum for Institutional Plus Shares of the Corresponding Funds. |
Trust/Fund |
Corresponding Fund |
Vanguard Institutional Total Stock Market Index Trust |
Vanguard Total Stock Market Index Fund |
Vanguard Institutional Total Stock Market Index Trust |
Vanguard Institutional Total Stock Market Index Fund |
Vanguard Institutional Total Bond Market Index Trust |
Vanguard Total Bond Market Index Fund |
Vanguard Institutional Total International Stock Market Index Trust |
Vanguard Total International Stock Market Index Fund |
Vanguard Institutional 500 Index Trust |
Vanguard Institutional Index Fund |
Vanguard Institutional 500 Index Trust |
Vanguard 500 Index Fund |
Vanguard Institutional Extended Market Index Trust |
Vanguard Extended Market Index Fund |
Vanguard Employee Benefit Index Fund |
Vanguard Institutional Index Fund |
· |
Financial intermediary clients. Financial intermediaries generally may hold Institutional Plus Shares for the benefit of their underlying clients provided that: |
(9) |
each underlying investor individually meets the investment minimum amount described above; and |
(10) |
the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or |
|
(11) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
|
Home office model portfolios offered on wealth management platforms administered by financial intermediaries may offer Institutional Plus Shares, provided:
(12) |
the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and |
|
(13) |
the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Plus Shares for the Fund. |
|
A home office model portfolio must meet the following criteria:
(14) |
the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself); |
|
(15) |
the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and |
|
(16) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
|
· |
- Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Plus Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Plus Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management. |
Institutional Select Shares - Eligibility Requirements
Institutional Select Shares generally require a minimum initial investment and ongoing account balance of $3,000,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Select Share class eligibility also is subject to the following special rules:
· |
Institutional clients. An institutional client may hold Institutional Select Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $3 billion (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) the client acts as a common-decision maker for each account; and (2) the total balance in each account in the Fund. |
· |
Financial intermediary clients. Financial intermediaries generally may hold Institutional Select Shares for the benefit of their underlying clients provided that: |
(17) |
each underlying investor individually meets the investment minimum amount described above; and |
(18) |
the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or |
|
(19) |
an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements. |
|
· |
Accumulation Period - Accounts funded through regular contributions (e.g. employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Select Shares upon account creation, rather than undergoing the conversion process shortly after account set-up, if VGI management determines that the account will become eligible for Institutional Select Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management. |
ETF Shares – Eligibility Requirements
The eligibility requirements for ETF Shares will be set forth in the Fund’s registration statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized Participant, as defined in Paragraph III.F of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund, and will be set forth in the relevant Fund’s prospectus. The value of a Fund’s Creation Unit will vary with the net asset value of the
Fund’s ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket consisting predominantly of securities with the Fund.
Transition Shares – Eligibility Requirements
Transition Shares will be offered only to Funds that operate as a Fund-of-Funds and only by an underlying Fund (i) that is receiving assets in kind from one or more Funds and (ii) that will “transition” those in-kind assets by selling some or all of them and using the proceeds to purchase different assets.
There is no minimum investment amount for Transition Shares.
Original Board Approval: July 21, 2000
Last Approved by Board: July 24, 2020
|
11 |
In accordance with the methods set out in the Agreement and VGI Board and Fund Board approved methods, the expenses that would otherwise have been allocated to each Fund that operates as a Fund-of-Funds are reallocated to the approved share class of the underlying Funds in the Fund-of-Funds’ portfolio on a pro rata basis based on the Fund-of-Fund’s relative net assets invested in the underlying Fund’s share class. |
22 |
The eligibility of a Fund that operates as a Fund-of-Funds to invest in a particular share class of an underlying Fund is determined by VGI and the Fund Board. |
33 |
Admiral Shares of the Vanguard Cash Reserves Federal Money Market Fund are available to financial intermediaries that serve as mutual fund supermarkets. |
44 |
Admiral Share classes of all Funds are available to 403(b) plan participants in Vanguard’s Retail 403(b) business, which is serviced by The Newport Group. Admiral Shares of the Vanguard Cash Reserves Federal Money Market Fund are available to SIMPLE IRAs and Vanguard Individual 401(k) Plans. |
66 |
For purposes of this Schedule B, a common-decision maker includes, but is not limited to, a corporate entity that controls multiple pools of assets invested in a Fund. For example, a corporate entity that acts as a plan sponsor for a retirement plan may have one or more investment committees or boards of trustees overseeing both the retirement plan account as well as other accounts invested in the Fund. In this case, the corporate entity would be considered a common-decision maker for each account where there is a common membership across each investment committee or governing body making investment decisions for each account. Common-decision makers do not include financial intermediaries. |
1
EXHIBIT D
Cardinal Capital Management, L.L.C.
Code of Ethics
January 2020
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CARDINAL CAPITAL MANAGEMENT, L.L.C.
CODE OF ETHICS FOR U.S. REGISTERED INVESTMENT COMPANIES
INTRODUCTION
This Code of Ethics (the "Code") has been adopted by Cardinal Capital Management, L.L.C. ("Adviser") with respect to Adviser's investment advisory services to all of its clients, including each client that is a U.S. registered investment company or series thereof (each a "Client"). The Code establishes standards and procedures for the detection and prevention of inappropriate personal securities transactions by persons having knowledge of the investments and investment intentions of a Client and addresses other situations involving a potential conflict of interest. Definitions of underlined terms are included in Appendix A.
This Code is intended to ensure that the personal securities transactions of persons subject to the Code are conducted in accordance with the following principles:
(i)The duty at all times to place first the interests of Clients;
(ii)The requirement that all personal securities transactions be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's responsibility and position of trust; and
(iii)The fundamental standard that Adviser personnel not take inappropriate advantage of their positions.
(iv), The trading by the Adviser's personnel is conducted in a manner that does not adversely affect clients and is conducted in a manner consistent with the fiduciary duty owed by the Adviser to its clients and prevents violations of the federal securities laws.
1.WHO IS COVERED BY THIS CODE
This Code applies to all partners, officers and employees of Adviser. Certain provisions apply only to Access Persons and Investment Personnel. Adviser forbids any partner, officer and employee from engaging in any conduct which is contrary to this Code or Adviser's Insider Trading Policy and Related Procedures. All Access Persons are subject to the Code's restrictions and requirements regarding opening securities accounts, effecting securities transactions, reporting securities transactions, maintaining information and documents in a confidential manner and other matters. This Code shall not apply to Cardinal Value Equity Partners, L. P. and Cardinal Mid-Cap Value Equity Partners, L. P., or to any other private investment partnership to which the adviser serves as general partner, provided that persons subject to this Code do not control any such private investment vehicle. Failure to comply with this Code is a very serious matter and may result in disciplinary action, including, among other things, monetary fines, disgorgement of profits, and suspension or termination of employment.
It is Cardinal's policy that every Cardinal employee shall report any violation or suspected violation of this Code of Ethics to the Chief Compliance Officer or any Cardinal Capital Managing Partner and be assured that there will be no negative repercussions as a result of the reporting.
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2.PERSONAL TRADING POLICIES
a.Employees of the company are strongly discouraged from investing personally (as well as in accounts over which they have discretion or in accounts of other individuals residingin the same household) in the Covered Securities of companies that are currently held in Cardinal's portfolios, pending on the trading desk, or actively followed by Cardinal because of the potential for or appearance of conflicts of interest.
Towards that end, any personal equity securities transaction (purchase or sale) which involves a company whose securities are held in Cardinal's portfolios, pending on the trading desk, or actively followed by Cardinal must be approved by the Compliance Officer (or his/her designee, in the absence of the Compliance Officer) in writing before the trade is entered as outlined in 2b.
b.Trade authorizations should be requested via e-mail to the Compliance Officer. A return e-mail should be received by the employee within 2 hours either authorizing the trade or explaining the reason why the request was denied. Approvals will be valid for 24 hours from receipt and will be given only after the Compliance Officer has determined that the trade will not have an adverse effect on clients, including, without limitation
(i)that there have been no pending or completed block trades, representing a change in the model portfolio, in that company during:
□the previous five trading days (in the case of a trade which is in the same direction), or
□the previous five trading days (in the case of a trade in the opposite direction)
(ii)and that there are no anticipated block trades, representing a change to the model portfolio in that company's securities for any of Cardinal's portfolios in the next five days.
c.If an employee purchases an equity security issued by a company held in Cardinal's portfolio or pending on the trading desk, the security must then be held until after Cardinal has sold that security in all of its client accounts. If an employee purchases a security issued by a company actively followed by Cardinal and Cardinal subsequently purchases shares in that company within six months of the employee purchase, then the security must then be held until after Cardinal has sold that security in all of its client accounts. If Cardinal subsequently purchases shares in the company after the six month date of the employee purchase, the purchased security would be grandfathered as in 2d below. In extraordinary circumstances, these requirements may be waived by the Compliance Officer. Exceptions will generally be granted in the case of a tender offer or other corporate action which is extended to all shareholders in a pro-rata fashion. The employee will then be permitted to sell his/her investment.
d.All personal investments in the equity securities of companies in Cardinal's portfolio, pending on the trading desk, or actively followed by Cardinal as of October 10, 2005 are grandfathered and may be sold prior to Cardinal's liquidation of its investment. In addition, in the case of Cardinal's investment in a company (or active monitoring thereof) after its securities are owned by an employee or in the case of a new employee joining Cardinal and possessing securities in companies owned in the Cardinal portfolios, these securities will also be grandfathered. In addition, any security which,
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after an employee has purchased the security, subsequently is bought or merged for stock with a Cardinal portfolio company shall also be grandfathered as long as the employee purchased the security six months before the effective date of the merger. Any such sale of those grandfathered investments must still be preceded by obtaining prior written approval (as outlined in 2b) from the Compliance Officer. Approvals will also be valid for 24 hours from receipt. Approvals will be given only after the Compliance Officer has determined that the conditions in paragraph 2b exist.
e.Short sales or purchases of put options on companies held in Cardinal's portfoliosare strictly prohibited.
f.All personal transactions in equity securities of companies currently not in Cardinal portfolios (or in open trading orders or actively followed) require only that notification of the transaction must be provided to the Compliance Officer within one business day of the transction. It is the obligation of the employee to take timely and reasonable efforts to determine if the securities to be traded are in the Cardinal portfolio, pending on the trading desk or actively followed by Cardinal.
g.With respect to all personal trades in the AIC II Cardinal Small Cap Value Fund, SEI Institutional Trust-Small/Mid Cap Equity Fund, SEI US Small Company Equity Fund, SIMT Small Cap Value Fund, SIMT Tax-Managed Small/Mid Cap Fund, Russell Equity II Fund and the Vanguard Explorer Value Fund, of which Cardinal is an investment sub- advisor to each, notification of any purchases or sales of the Fund's must be emailed to The Compliance Officer before trading. (trades in above referenced mutual funds that are offered through Cardinal's 401k Plan do not require notification.)
Notwithstanding the above, any issues or questions not addressed specifically by the preceding should be brought to the attention of the Compliance Officer.
3.GIFTS AND BUSINESS ENTERTAINMENT POLICY
The giving and receiving of gifts and entertainment should never create or appear to create a conflict of interest, interfere with the impartial fulfillment of our responsibilities to clients, or place Cardinal Capital in a difficult or compromising position. When in doubt seek guidance from a Cardinal Managing Partner, Chief Compliance Officer or Chief Operating Officer. This gift and entertainment policy is an integral part of this Code of Ethics.
Note that the dollar limits and the reporting requirements of this policy do not apply to meals of nominal value that are necessitated by business obligations, such as lunch or coffee when at a business meeting with or on behalf of a client, or dinner where the speaker discusses matter which are relevant to the Adviser's services to its clients.
(a)All Partners, Officers and Employees:
(i)Gifts. A gift is defined as anything of value, whether object, service, or intangible that you receive without paying for it. No Partners or employees should accept or offer gifts of any kind from/to third parties except those gifts of a de minimis nature, which for the purposes of this policy shall be defined as valued at less than $100. Total value of aforementioned gifts should not exceed $200 exchanged per year per individual per third party entity.
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Partners and Employees of Cardinal may not give any gift of more than the deminimus value to existing investors, prospective investors, or any entity that does business with or potentially could conduct business with or on behalf of the Adviser without the prior written approval of the CCO or his or her designee.
(ii)Entertainment. Partners or employees may accept or offer reasonable business meals or entertainment to/from persons associated with securities or financial organizations or clients or prospective clients provided that both the employee and the recipient are present and there is a business purpose for the entertainment. Given that the firm's business is highly relationship driven, it is anticipated that partners and employees may entertain the same person multiple times per year. However, Employees should not spend or receive more than $300 per person/per event on business meals/entertainment on such occasions without receiving approval from a Cardinal Managing Partner or the CCO in advance.
Reporting: Partners and employees must report gifts and entertainment to Compliance. The Compliance Officer may require that any such gift be returned to the provider or that an expense be repaid by the Partner or employee. Promotional gift items with logos and entertainment/meals served on site and other refreshments served on site at the offices of Cardinal, a client or a vendor in connection with a "working meeting" are excluded.
Valuation: Each employee shall be responsible for determining the value of gifts, meals or entertainment hereunder. Cardinal will be relying on each employee to make a good faith estimate of the value of the item. In those circumstances where the face value of an item is significantly less than its market value (e.g. a ticket to a highly sought after sporting event), the market value shall be used)
Monitoring: Compliance will periodically monitor reimbursement requests for gifts and entertainment and electronic communications of all Partners and Employees of Cardinal to review compliance with this policy.
Recordkeeping. Compliance will maintain records or any gifts and/or business entertainment events so reported.
4.PROHIBITED TRANSACTIONS All Partners, Officers and Employees:
(i)Prohibition Against Fraudulent Conduct. No partner, officer or employee may use any information concerning a security held or to be acquired by a Client, or his or her ability to influence any investment decisions, for personal gain or in a manner detrimental to the interests of a Client. In addition, no partner, officer or employee shall, directly or indirectly:
(1)Employ any device, scheme or artifice to defraud a Client or engage in any manipulative practice with respect to a Client;
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(2)Make to a Client, any untrue statement of a material fact or omit to state to a Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
(3)Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Client; or
(4)Engage in any manipulative practice with respect to a Client.
(ii)Confidentiality. Except as required in the normal course of carrying out their business responsibilities, no partner, officer or employee shall reveal information relating to the investment intentions or activities of any Client, or securities that are being considered for purchase or sale on behalf of any Client.
(b)Access Persons. In addition to the restrictions in Section 3(a), Access Persons are subject to the following restrictions:
(i)Undue Influence. Access Persons shall not cause or attempt to cause any Client to purchase, sell or hold any security in a manner calculated to create any personal benefit to them and shall not recommend any securities transactions for a Client without having disclosed their interest, if any, in such securities or the issuer thereof, including, without limitation, (i) beneficial ownership of any securities of such issuer, (ii) any position with such issuer or its affiliates and (iii) any present or proposed business relationship between the Access Person (or any party in which he or she has a significant interest) and such issuer or its affiliates.
(ii)Corporate Opportunities. Access Persons shall not take personal advantage of any opportunity properly belonging to a Client.
(iii)Other Prohibited Transactions. Access Persons shall not:
(1)Induce or cause a Client to take actions or to fail to take action, for personal benefit rather than for the benefit of the Client;
(2)Accept anything other than of de minimis value or any other preferential treatment from any broker-dealer or other entity with which a Client does business;
(3)Establish or maintain an account at a broker-dealer, bank or other entity through which securities transactions may be effected without written notice to the designated Review Officer prior to establishing such an account;
(4)Use knowledge of portfolio transactions of a Client for their personal benefit or the personal benefit of others; or
6
(5)Violate the anti-fraud provisions of the federal or state securities laws.
(c)Access Persons. In addition to the restrictions in Section 3 (Access Persons are subject to the following restrictions:
(i)Initial Public Offerings. Access Persons must obtain prior written approval from the designated Review Officer before directly or indirectly acquiring securities in an initial public offering.
(ii)Private Placements Access Persons may not directly or indirectly acquire securities in a private placement unless the Review Officer determines whether the investment opportunity should be reserved for a Client, and whether such opportunity is being offered to the Access Persons by virtue of their position with the Client. Any Access Persons of a Client who has taken a personal position through a private placement will be under an affirmative obligation to disclose that position in writing to the Review Officer if he or she plays a material role in the Client's subsequent investment decision regarding the same issuer; this separate disclosure must be made even though the Access Persons has previously disclosed the ownership of the privately placed security in compliance with the preclearance requirements of this section. Once disclosure is given, an independent review of the Client's investment decision will be made.
(d)Investment Personnel shall not serve on the boards of directors of publicly traded companies, absent prior authorization based upon a determination by the Review Officer that the board service would be consistent with the interests of the Client and its shareholders.
5.REPORTING REQUIREMENTS
(a)Reporting. Access Persons, must report to the designated Review Officer the information described in this Section with respect to transactions in any Covered Security in which they have, or by reason of such transaction acquire, any direct or indirect beneficial ownership. Employees must annually report all their non- discretionary accounts (including those of members of their household). The report must include account number and broker name. Employees are not required to report holdings and transactions for non-discretionary accounts.
(b)Exclusions from Reporting. Purchases or sales in Covered Securities in an account in which the Access Person has no direct or indirect control are not subject to the reporting requirements of this Section.
(c)Initial Holding Reports. No later than ten (10) days after an Access Person becomes subject to this Code he or she must report the following information:
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(i)The title, number of shares and principal amount of each Covered Security (whether or not publicly traded ) in which the Access Person has any direct or indirect Beneficial Ownership as of the date he or she became subject to this Code;
(ii)The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the Access Person direct or indirect benefit as of the date he or she became subject to this Code; and
(iii)The date that the report is submitted.
(d)Quarterly Transaction Reports. No later than ten (10) days after the end of a Quarter, Access Persons must report the following information:
(i)With respect to any transaction during the quarter in a Covered Security (whether or not publicly traded) in which the Access Person has, or by reason of such transaction acquired, any direct or indirect Beneficial Ownership:
(1)The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares, exchange ticker symbol or cusip number and the principal amount of each Covered Security involved;
(2)The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
(3)The price of the Covered Security at which the transaction was effected;
(4)The name of the broker, dealer or bank with or through which the transaction was effected; and
(5)The date that the report is submitted.
(ii)With respect to any account established by the Access Person in which any Covered Securities (whether or not publicly traded) were held during the quarter for your direct or indirect benefit:
(1)The name of the broker, dealer or bank you established the account;
(2)The date the account was established; and
(3)The date that the report is submitted.
(e)Annual Holdings Reports. Annually, all Access Persons must report the following information (which information must be current as of a date no more than thirty
(30)days before the report is submitted):
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(i)The title, number of shares, exchange ticker symbol or cusip number and principal amount of each Covered Security (whether or not publicly traded) in which the Access Person had any direct or indirect beneficial ownership;
(ii)The name of any broker, dealer or bank with whom you maintain an account in which any securities are held for his or her direct or indirect benefit; and
(iii)The date that the report is submitted.
(f)Certification of Compliance. All Access Persons are required to certify annually (in the form of Attachment A) that they have read and understood the Code and recognize that they are subject to the Code. Further, all Access Persons are required to certify annually that they have complied with all the requirements of the Code and have disclosed or reported all personal securities transactions pursuant to the requirements of the Code.
(g)Alternative Reporting. The submission to the Review Officer of duplicate broker trade confirmations and statements on all securities transactions shall satisfy the reporting requirements of Section 4(e).
(h)Report Qualification. Any report may contain a statement that the report shall not be construed as an admission by the person making the report that he or shehas any direct or indirect Beneficial Ownership in the Covered Securities to which the report relates.
(i)Account Opening Procedures. All Access Persons shall provide notice to the Review Officer prior to opening any account with any entity through which a Covered Securities transaction may be effected. In addition, Access Persons must promptly:
(i)Provide full access to a Client, its agents and attorneys to any and all records and documents which a Client considers relevant to any securities transactions or other matters subject to the Code;
(ii)Cooperate with a Client, or its agents and attorneys, in investigating any securities transactions or other matter subject to the Code.
(iii)Provide a Client, its agents and attorneys with an explanation (in writing if requested) of the facts and circumstances surrounding any securities transaction or other matter to the Code; and
(iv)Promptly notify the Review Officer or such other individual as a Client may direct, in writing, from time to time, of any incident of noncompliance with the Code by anyone subject to this Code.
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6.REVIEW OFFICER
(a)Duties of Review Officer. the Chief Compliance Officer of the Adviser, has been appointed as the Review Officer to:
(i)Review all securities transaction and holdings reports and maintain the names of persons responsible for reviewing these reports;
(ii)Identify all persons subject to this Code who are required to make these reports and promptly inform each person of the requirements of this Code;
(iii)Compare, on a monthly basis, all Covered Securities transactions within the past 60 days with each Client's completed portfolio transactions to determine whether a Code violation may have occurred;
(iv)Maintain a signed acknowledgement by each person who is then subject to this Code, in the form of Attachment A; and
(v)Identify persons who are Access Persons of the Client and inform those persons of their requirements to obtain prior written approval from the Review Officer prior to directly or indirectly acquiring ownership of a security an initial public offering or a security in any private placement.
(b)Potential Trade Conflict. When there appears to be a transaction that conflicts with the Code, the Review Officer shall request a written explanation of the person's transaction. If after post-trade review, it is determined that there has been a violation of the Code, a report will be made by the designated Review Officer with a recommendation of appropriate action to Adviser's Managing Member.
(c)Required Records. The Review Officer shall maintain and cause to be maintained:
(i)A copy of any code of ethics adopted by Adviser which has been in effect during the previous five (5) years in an easily accessible place;
(ii)A record of any violation of any code of ethics and of any actions taken as a result of such violation, in an easily accessible place for at least five (5) years after the end of the fiscal year in which the violation occurs;
(iii)A copy of each report made by anyone subject to this Code as required by Section 5 for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place;
(iv)A list of all persons who are, or within the past five years have been, required to make reports or who were responsible for reviewing these reports pursuant to any code of ethics adopted by Adviser, in an easily accessible place;
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(v)A copy of each written report and certification required pursuant to Section 5(e) of this Code for at least five (5) years after the end of the fiscal year in which it is made, the first two (2) years in an easily accessible place; and
(vi)A record of any decision, and the reasons supporting the decisions, approving the acquisition by Investment Personnel of initial public offerings or privately placed securities for at least five (5) years after the end of the fiscal year in which the approval is granted.
(d)Post-Trade Review Process. Following receipt of trade confirms and statements, transactions will be screened for violations of the Code, including the following:
(i)Same day trades: transactions by Access Persons occurring on the same day as the purchase or sale of the same security by a Client for which they are an Access Person.
(ii)Potential conflicts: transactions by Access Persons in securities, which, within the most recent 15 days, are or have been held by a Client or are being or have been considered by a Client or Adviser for purchase by a Client.
(iii)Other activities: Transactions which may give the appearance that an Access Person has executed transactions not in accordance with this Code.
(e)Submission to Investment Company Boards of Directors. The Review Officer shall annually prepare a written report to the Board of Directors of any Client that is a registered investment company that:
(i)Describes any issues under this Code or its procedures since the last report to the Board of Directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and
(ii)Certifies that Adviser has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code.
7.POLITICAL CONTRIBUTIONS
No partner or employee, or their family members, should make a contribution in excess of $350 per election to any candidate for whom they are eligible to vote who would be directly or indirectly responsible for (or can influence the outcome of) the hiring of an investment adviser or has the power to appoint any person who is directly or indirectly responsible for (or can influence the outcome of) the hiring of an investment adviser, and $150 to other candidates. Any employee who wishes to make any political contribution (or whose family member wishes to make any political contribution) must seek pre-clearance from Cardinal's Chief Compliance Officer.
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CARDINAL CAPITAL MANAGEMENT, L.L.C.
CODE OF ETHICS
APPENDIX A: DEFINITIONS
(a)Access Person means:
(i)Each managing member or officer of Adviser, any employee or agent of Adviser, or any company in a control relationship to Adviser who, in connection with the person's regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by a Client advised by Adviser, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and
(ii)Any natural person in a control relationship to Adviser who obtains information concerning recommendations made to a Client by Adviser with regard to the purchase or sale of Covered Securities by the Client;
(b)Act means the Investment Company Act of 1940, as amended.
(c)Beneficial Owner shall have the meaning as that set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, except that the determination of direct or indirect beneficial ownership shall apply to all Covered Securities which an Access Person owns or acquires. A beneficial owner of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest (the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities) in a security.
Indirect pecuniary interest in a security includes securities held by a person's immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships).
(d)Control means the power to exercise a controlling influence over the management or policies of a company, unless this power is solely the result of an official position with the company. Ownership of 25% or more of a company's outstanding voting securities is presumed to give the holder thereof control over the company. This presumption may be rebutted by the Review Officer based upon the facts and circumstances of a given situation.
(e)Covered Security means any security except:
(i)Direct obligations of the Government of the United States;
(ii)Banker's acceptances and bank certificates of deposits;
12
(iii)Commercial paper and debt instruments with a maturity at issuance of less than 366 days and that are rated in one of the two highest rating categories by a nationally recognized statistical rating organization;
(iv)Repurchase agreements covering any of the foregoing; and
(v)Shares of registered open-end investment companies for which Cardinal does not Act as Investment Adviser
(f)Investment Personnel means any employee of Adviser who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Client managed by Adviser; and any individual who controls Adviser or a Client for which Adviser is an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by the Client.
(g)Purchase or sale includes, among other things, the writing of an option to purchase
or sell.
(h)Security held or to be acquired by the Client means
(i)Any Covered Security which, with the most recent 15 days (x) is or has been held by the applicable Client or (y) is being or has been considered by the applicable Client or its investment adviser for purchase by the applicable Client; and
(ii)Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security
(i)Securities actively followed by Cardinal means all companies with a market capitalization of $25 billion and under.
13
CARDINAL CAPITAL MANAGEMENT, L.L.C.
CODE OF ETHICS
APPENDIX B
List of AccessPersons
|
Adviser |
|
AP |
|
IP |
|
As of Date |
|
Client |
|
End Date |
|
Gene Fox |
|
X |
|
X |
3/20/07 |
|
All |
|
|
|
|
Sanford |
|
X |
|
|
11/6/2017 |
|
All |
|
|
|
|
Brown |
|
|
|
|
|
|
|
|
|
|
|
Rob |
|
X |
|
X |
3/20/07 |
|
All |
|
|
|
|
Kirkpatrick |
|
|
|
|
|
|
|
|
|
|
|
Rachel |
|
X |
|
X |
3/20/07 |
|
All |
|
|
|
|
Matthews |
|
|
|
|
|
|
|
|
|
|
|
Christopher |
|
X |
|
X |
8/23/07 |
|
All |
|
|
|
|
Robertson |
|
|
|
|
|
|
|
|
|
|
|
Elyse Lurie |
|
X |
|
|
1/23/2017 |
|
|
|
|
|
|
Chitra |
|
X |
|
X |
3/20/07 |
|
All |
|
|
|
|
Sundaram |
|
|
|
|
|
|
|
|
|
|
|
Regina |
|
X |
|
|
5/16/19 |
|
All |
|
|
|
|
Grebb |
|
|
|
|
|
|
|
|
|
|
|
Michael |
|
X |
|
X |
9/29/11 |
|
All |
|
|
|
|
Cotogno |
|
|
|
|
|
|
|
|
|
|
|
Robert Fields |
|
X |
|
X |
4/15/13 |
|
All |
|
|
|
|
Mike |
|
X |
|
X |
6/2/14 |
|
All |
|
|
|
|
Povemba |
|
|
|
|
|
|
|
|
|
|
|
Dahlia Black |
|
X |
|
X |
10/29/14 |
|
All |
|
|
|
|
Diane Davol |
|
X |
|
|
01/07/13 |
|
All |
|
|
|
|
Victor Alves |
|
X |
|
|
11/13/15 |
|
All |
|
|
|
|
Jonathan |
|
X |
|
|
12/07/15 |
|
All |
|
|
|
|
Webster |
|
|
|
|
|
|
|
|
|
|
|
Ross |
|
X |
|
|
01/04/16 |
|
All |
|
|
|
|
Weissman |
|
|
|
|
|
|
|
|
|
|
|
William |
|
X |
|
X |
|
06/18/18 |
|
All |
|
|
|
Scanlon |
|
|
|
|
|
|
|
|
|
|
AP=Access Person; IP=Investment Personnel
14
CARDINAL CAPITAL MANAGEMENT, L.L.C.
CODE OF ETHICS
ATTACHMENT A
ACKNOWLEDGEMENT
I understand that I am subject to the Code of Ethics of Cardinal Capital Management, L.L.C. ("Adviser"). I have received, read and I understand the Adviser Code of Ethics and any amendments thereto and I certify that I have complied with the requirements of the Code of Ethics and I have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics.
Signature |
Date |
Printed Name
This form must be completed and returned to Adviser's Compliance Department.
15
FRONTIER CAPITAL MANAGEMENT COMPANY, LLC
CODE OF ETHICS
This is the Code of Ethics (the "Code") of Frontier Capital Management Company, LLC (the "Firm" or "Frontier").
Things You Need to Know to Use This Code
1.Certain terms have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms which are defined at the end of the Code.
2.For purposes of this Code, all employees are deemed to be Access Persons. The Firm, at the Chief Compliance Officer's discretion, may also subject certain individuals, including interns, co-ops, temporary employees, contract employees or independent contractors to any part or all of the Firm's Code of Ethics and its requirements.
3.There are a number of Reporting Forms that all personnel and Access Persons who are not personnel have to fill out under this Code. You can get copies of the Reporting Forms from the Chief Compliance Officer.
4.The Chief Compliance Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances. However:
•The Firm expects that waivers will be granted only in rare instances (for example, in the case of a hardship, as described in Part II.C. of this Code), and
•Some provisions of the Code that are mandated by SEC rule cannot be waived. These provisions include, but are not limited to, the requirements that Access Persons periodically report holdings and securities transactions, and obtain pre-approval of investments in private placements.
PART I. FUNDAMENTAL REQUIREMENTS
A.General Principles
The Firm expects all personnel to comply with the spirit of the Code, as well as the specific rules contained in the Code.
The Firm treats violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, the Firm may take disciplinary measures against you.
Improper trading activity can constitute a violation of this Code. You can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements
1
concerning trading activity or securities accounts. Your conduct can violate this Code even if no clients are harmed by your conduct.
If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Chief Compliance Officer. Please do not guess at the answer.
B.Conflicts of Interest
As a fiduciary, Frontier has an affirmative duty of loyalty, honesty, and good faith to act in the best interests of our clients. A conflict of interest occurs when the personal interest of an employee interferes (or could potentially interfere) with the employee's responsibilities to Frontier and our clients. Frontier strives to identify and avoid conflicts of interest with clients and to fully disclose all material facts concerning any conflict that does arise with respect to any client. All employees should strive to avoid conflicts of interest and any situation that may have the appearance of a conflict or impropriety.
1.Conflicts among Client Interests
Access Persons are prohibited from inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.
2.Competing with Client Trades
Access Persons are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally (directly or indirectly) as a result of such transactions, including by purchasing or selling such securities. Conflicts raised by personal securities transactions also are addressed more specifically below.
3.Disclosure of Personal Interest
Access Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having disclosed any material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates, to the Chief Compliance Officer. If the Chief Compliance Officer deems the disclosed interest to present a material conflict, he will approve and sign off on any decision-making process regarding the securities of that issuer. This provision applies in addition to Frontier's quarterly and annual personal securities reporting requirements.
4.Referrals/Brokerage
Access Persons are required to act in the best interests of Frontier's clients regarding execution and other costs paid by clients for brokerage services. Access Persons must strictly adhere to Frontier's policies and procedures regarding brokerage (including best execution, soft dollars, and directed brokerage).
2
5.Vendors and Suppliers
Access Persons must disclose to the Chief Compliance Officer any personal investments or other interests in vendors or suppliers with respect to which that person negotiates or makes decisions on behalf of the Firm. The Chief Compliance Officer in his sole discretion may prohibit an Access Person with such interest from negotiating or making decisions regarding Frontier's business with those companies.
6.No Transactions with Clients
Access Persons are not permitted to knowingly sell to, or purchase from, a client any security or other property, except an Access Person may purchase securities issued by a publicly-traded client, subject to the personal trading procedures described below.
7.Investment Consultant Relationships
Various institutional clients and prospects utilize investment consultants to advise them regarding the selection and oversight of investment advisers. Consultants may also provide various services or systems to investment advisers and may also sponsor events or conferences in which investment advisers are provided with an opportunity to participate. Payment for services provided by investment consultants, or the sponsoring of any event run by investment consultants, may result in the appearance of a conflict of interest. It is Frontier's policy that such payments should only be made to consultants where the services provided are necessary or appropriate for Frontier, or the sponsoring of the event is beneficial to Frontier and Frontier participates in such event. Such payments should not be made with the sole intention of influencing the consultant to recommend Frontier to its clients. Permission must be obtained from the Chief Compliance Officer prior to Frontier paying for any services or system provided by investment consultants or sponsoring of an event run by investment consultants.
C.Service on the Board or as an Officer of Another Company
To avoid conflicts of interest, inside information and other compliance and business issues, the Firm prohibits all its employees from serving as officers or members of the board of any other entity, except with the advance written approval of the Firm. Approval must be obtained through the Chief Compliance Officer, and will ordinarily require consideration by senior management. The Firm can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the Firm or any not-for-profit, charitable foundation, educational institution or similar entity. In addition, employees must disclose promptly to Frontier's Chief Compliance Officer in the event a member of the employee's Family/Household is employed in the securities industry (e.g., broker-dealers, investment advisers, investment companies, hedge funds, etc.), serves on the board of a public company or holds an executive level position at a public company (e.g., CEO, CFO, etc.).
3
D.Compliance with Laws and Regulations
You must comply with all applicable federal securities laws. You are not permitted, in connection with the purchase or sale (directly or indirectly) of a security held or to be acquired by a Frontier client:
•To defraud the client in any manner;
•To mislead the client, including by making a statement that omits material facts;
•To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon the client;
•To engage in any manipulative practice with respect to the client; or
•To engage in any manipulative practice with respect to securities, including price manipulation.
E.Insider Trading
Employees are prohibited from any trading, either personally or on behalf of others, while in possession of material, non-public information. Employees are prohibited from communicating material nonpublic information to others in violation of the law. All employees who come into contact with material nonpublic information must notify the Chief Compliance Officer and are subject to Frontier's prohibitions on insider trading and any potential sanctions, as set forth in Frontier's Insider Trading and Material Non-Public Information policy. Additionally, each employee must comply with the Affiliated Managers Group, Inc. ("AMG") Insider Trading Policy. Collectively, this Code and Frontier's and AMG's insider trading policies comprise Frontier's policies and procedures with respect to insider trading and material, non-public information.
F.Initial and Annual Certification
The Code of Ethics will be distributed initially upon employment and then annually to all employees for review and certification.
PART II. PERSONAL TRADING
NOTE: Certain subsections in this Part, as indicated, apply not only to all personnel, but also to members of your Family/Household.
A.Reporting Requirements (also applies to members of your Family/Household)
NOTE: One of the most complicated parts of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your family and household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate and certain accounts that others may be managing for you. To be sure you understand what
4
holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Family/Household and Beneficial Ownership in the "Definitions" section at the end of this Code.
ALSO: You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports.
Copies of all reporting forms may be obtained from the Chief Compliance Officer.
1.Initial Holdings Reports
No later than 10 calendar days after you become an Access Person, you must file with the Chief Compliance Officer an Initial Holdings Report. The information provided must be current as of a date no more than 45 days prior to the date you become an Access Person.
The Initial Holdings Report requires you to list all Covered Securities (including Affiliated Mutual Funds) in which you (or members of your Family/Household) have Beneficial Ownership. It also requires you to list all brokers, dealers and banks where you maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person.
2.Quarterly Transaction Reports
No later than 30 calendar days after the end of each quarter, you must file with the Chief Compliance Officer a Quarterly Transaction Report.
The Quarterly Transaction Report requires you to list all transactions during the most recent calendar quarter in Covered Securities, including Affiliated Mutual Funds (other than transactions in Frontier's employee profit sharing plan) in which you (or a member of your Family/Household) had Beneficial Ownership. Information that must be included on the report includes the title and the amount of the security transacted, the date and nature of the transaction, the price at which the transaction was effected, and the name of the broker with whom the transaction was effected. It is permissible to include in such records a disclaimer where appropriate to the effect that the recording of a transaction pursuant to Rule 204-2 should not be construed as an admission that the Firm or the Access Person has any direct or indirect beneficial ownership in the securities concerned. The report also requires you to list all brokers, dealers and banks where you or a member of your Family/Household established an account in which any securities (not just Covered Securities) were held during the quarter for the direct or indirect benefit of you or a member of your Family/Household.
3.Annual Holdings Reports
By January 30 of each year, you must file with the Chief Compliance Officer an Annual Holdings Report. The information provided must be current as of a date no more than 45 days prior to the date the report is submitted.
5
The Annual Holdings Report requires you to list all Covered Securities (including Affiliated Mutual Funds outside of Frontier's employee profit sharing plan) in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31 of the prior year. It also requires you to list all brokers, dealers and banks where you or a member of your Family/Household maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year.
4.Exceptions from Reporting Requirements
You are not required to file any Reports for transactions effected pursuant to an automatic investment plan.
5.Duplicate Confirmation Statements
If you or any member of your Family/Household has a securities account with any broker, dealer, or bank, you or your Family/Household member must direct that broker, dealer or bank to send, directly to the Firm's Chief Compliance Officer, contemporaneous duplicate copies of all transaction confirmation statements relating to that account. Frontier has arrangements, through its automated personal trading vendor, pursuant to which the vendor may establish electronic connectivity to allow Frontier to receive and access your, or any member of your Family/Household's, confirmations and/or account statements.
6.Disclosure Requirements for Discretionary Accounts
Access Persons may maintain Discretionary Accounts subject to the disclosure and reporting requirements described below. Provided they comply with all requirements of this Code, such accounts are exempt from the pre-clearance requirements outlined in this Code.
All Access Persons who maintain Discretionary Accounts must disclose such accounts to the Compliance Department. Such disclosure must include the following information:
•Account Owner Name;
•Account Number;
•Name and Contact Information of the trustee or discretionary third party manager;
•The trustee's or discretionary third party manager's firm; and
•Description of the Access Person's relationship to the trustee or discretionary third party Manager, if any, including any affiliation or family relationship that may exist between the Access Person and the person or firm managing the account.
Additionally, the Access Person must promptly notify the Compliance Department when there is a change in the third party managed account arrangements.
6
7.Reporting Requirements for Discretionary Accounts
To the extent an Access Person has demonstrated to the satisfaction of the Chief Compliance Officer that an account is a Discretionary Account, the Chief Compliance Officer may, in his or her sole discretion, exempt such account from the pre-clearance and reporting requirements set forth herein. No Initial Holdings Report, Annual Holdings Report or Quarterly Transaction Report is required to be filed by an Access Person with respect to securities held in any Discretionary Accounts. Access Persons with Discretionary Accounts generally will be required to provide the Chief Compliance Officer with:
•A notification within 10 days of opening a new Discretionary Account (Exhibit A);
•An initial attestation must completed by the broker for the Discretionary Account within 10 days of the date the account is opened (Exhibit B). In addition, Access Persons must obtain this attestation for all Discretionary Accounts in existence as of the date of this Manual;
•An annual confirmation from the broker via negative consent that the Access Person has no direct influence or control over the relevant accounts. The Chief Compliance Officer will send the initial version of the certification to the broker and if there are no changes, no response from the broker will be required; and
•An annual attestation to be completed by the Access Person for any accounts that are being excluded on the basis that they are Discretionary Accounts (Exhibit C).
Compliance may require the provision of account statements for all Discretionary Accounts periodically to facilitate Compliance's oversight and monitoring of such accounts. The Compliance Department may also require Access Persons to re-certify their arrangements with the trustees or third party managers of the discretionary accounts periodically.
B.Transaction Restrictions
1.Prohibition on Trading in Covered Securities that are Being Considered for Purchase or Sale for a Client
As a Firm policy, you are prohibited from trading in a Covered Security if you have actual knowledge that such security is being considered for purchase or sale on a client's behalf. This prohibition applies during the entire period that the Covered Security is being considered by the Firm for purchase or sale and regardless of whether the Covered Security is actually purchased or sold for the client.
This prohibition does not apply to the following categories of transactions:
•Transactions in securities of limited partnerships for which the Firm serves as the investment advisor;
•Transactions in corporate bonds, municipal bonds or government bonds;
7
•Transactions that occur by operation of law or in a Discretionary Account or under any other circumstance in which neither you nor any member of your Family/Household exercises direct or indirect influence or control with respect to purchases or sales of securities or allocations of investments;
•Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan;
•Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by you (or Family/Household member) and received by you (or Family/Household member) from the issuer;
•Transactions in auction rate preferred shares of closed-end investment companies; and
•Transactions in exchange traded funds.
NOTE: Because they are not included within the definition of Covered Security (as set forth in the Definitions Section), investments in direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements), and shares of registered mutual funds are also not subject to this prohibition.
2.Prohibition on Trading in Securities on Frontier's Restricted List
In order to avoid any actual or apparent conflict of interest with the Firm's trading on behalf of its clients, Frontier does not permit any purchases of securities that are currently on the Frontier Restricted List (except for those securities with a market cap greater than $28 billion), except in the limited case of a Hardship Exemption (as described in Part II.C of the Code) or in the case of the exceptions identified in Part II.B.1. of the Code above. Sales of securities on the Restricted List are subject to the pre-clearance obligations and other restrictions set forth in the Code. In addition, all sales of securities on the Restricted List must be approved in writing by the Chief Compliance Officer after the Chief Compliance Officer or his designee has confirmed with all relevant Frontier Portfolio Managers that they do not have any intention to transact in the security during the black-out period.
For purposes of this Code, securities with a market cap greater than $28 billion are excluded from the Restricted List, but still must be pre-cleared and reported.
3.Pre-clearance
You and members of your Family/Household are prohibited from engaging in any transaction in a Covered Security for any account in which you or a member of your Family/Household has any Beneficial Ownership, unless you obtain, in advance of the transaction, pre-clearance for that transaction. Pre-clearance is obtained through the Charles Schwab Compliance Technologies personal trading system.
8
If pre-clearance is obtained, the approval is valid for the day on which it is granted and the following business day. The Chief Compliance Officer may revoke a pre-clearance any time after it is granted and before you execute the transaction. The Chief Compliance Officer may deny or revoke pre-clearance for any reason. In no event will pre-clearance be granted for any Covered Security if the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security).
Certain categories of transactions are exempt from the pre-clearance requirements. These exempt transactions are listed below:
•Transactions in securities of limited partnerships for which the Firm serves as the investment advisor;
•Transactions in corporate bonds, municipal bonds or government bonds;
•Transactions that occur by operation of law or in a Discretionary Account or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion;
•Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan;
•Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by you (or Family/Household member) and received by you (or Family/Household member) from the issuer;
•Transactions in auction rate preferred shares of closed-end investment companies; and
•Transactions in exchange traded funds.
NOTE: Because they are not included within the definition of Covered Security (as set forth in the Definitions Section), investments in direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements) and shares of registered mutual funds are also not subject to the pre-clearance requirements.
4.Private Placements
Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any security (not just Covered Securities) in a private placement, except with the specific, advance written approval of the Chief Compliance Officer, which the Chief Compliance Officer may deny for any reason. Private Placements include, but are not limited to, hedge funds, securities purchased under rules 144A, Regulation S, Regulation D, and PIPEs.
9
5.Initial Public Offerings
Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any security (not just Covered Securities) in an initial public offering.
6.Prohibition on Short-Term Trading
Neither you nor any member of your Family/Household may purchase and sell at a profit, or sell and purchase, a Covered Security, including any Affiliated Mutual Funds (or any closely related security, such as an option or a related convertible or exchangeable security), within any period of 30 calendar days.
This prohibition does not apply to the following categories of transactions:
•Transactions in securities of limited partnerships for which the Firm serves as the investment advisor;
•Transactions in corporate bonds, municipal bonds or government bonds;
•Transactions that occur by operation of law or in a Discretionary Account or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion;
•Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan;
•Transactions in Frontier's employee profit sharing plan;
•Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by you (or Family/Household member) and received by you (or Family/Household member) from the issuer;
•Transactions in auction rate preferred shares of closed-end investment companies; and
•Transactions in exchange traded funds.
NOTE: Because they are not included within the definition of Covered Security (as set forth in the Definitions Section), investments in direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements), and shares of unaffiliated mutual funds are also not subject to this prohibition.
7.Prohibition on Excessive Trading
Neither you nor any member of your Family/Household may engage in more than 25 transactions in Covered Securities during a single calendar quarter. For purposes of this prohibition, contemporaneous purchases or sales of the same security on behalf of different accounts for which you or your Family/Household maintain beneficial interest are considered to be a single transaction.
This prohibition does not apply to the following categories of transactions:
10
•Transactions in securities of limited partnerships for which the Firm serves as the investment advisor;
•Transactions in corporate bonds, municipal bonds or government bonds;
•Transactions that occur by operation of law or in a Discretionary Account or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion;
•Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan;
•Transactions in Frontier's employee profit sharing plan;
•Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by you (or Family/Household member) and received by you (or Family/Household member) from the issuer;
•Transactions in auction rate preferred shares of closed-end investment companies; and
•Transactions in exchange traded funds.
NOTE: Because they are not included within the definition of Covered Security (as set forth in the Definitions Section), investments in direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements), and shares of unaffiliated mutual funds are also not subject to this prohibition.
8.Prohibition on Options
Neither you nor any member of your Family/Household may purchase a put option or sell a call option, either directly or through any Beneficial Ownership, in any Covered Security. This prohibition does not apply to transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment advisor as to which you may be deemed to have Beneficial Ownership.
9.Affiliated Mutual Funds
As mentioned above, neither you nor any member of your Family/Household may purchase and sell at a profit or sell and purchase within any 30 calendar day period, shares in any Affiliated Mutual Fund (other than transactions in Frontier's employee profit sharing plan) (as defined, any mutual fund advised or sub-advised by Frontier or its affiliates). A current list of Affiliated Mutual Funds is provided to employees.
10.Black-Out Period
The 7-day blackout period described below applies to all Access Persons. It is designed to prevent front-running and various other activities that create conflicts with the interests of clients.
No Access Person (including any member of the Family/Household of such Access Person) may purchase or sell any Covered Security within the three trading days immediately before or after a trading day on which any client account managed by the Firm purchases or sells that Covered
11
Security (or any closely related security, such as an option or a related convertible or exchangeable security). Note that the total blackout period is 7 days (the day of the client trade, plus three trading days before and three days after).
NOTE: Portfolio Managers: It sometimes happens that an Access Person who is responsible for making final investment decisions for client accounts (i.e., a Portfolio Manager) determines, within the three trading days after the day he or she (or a member of his or her Family/Household) has purchased or sold for his or her own account a Covered Security that was not, to the Access Person's knowledge, then under consideration for purchase or sale by any client account, that it would be desirable for client accounts as to which the Access Person is responsible for making investment decisions to purchase or sell the same Covered Security (or a closely related security). In this situation, the Access Person MUST put the clients' interests first and promptly make the investment decision in the clients' interest, rather than delaying the decision for clients to avoid conflict with the blackout provisions of this Code.
NOTE: Research Analysts: It sometimes happens that an Access Person who is responsible for making investment recommendations for client accounts (i.e., a research analyst) determines, within the three trading days after the day he or she (or a member of his or her Family/Household) has purchased or sold for his or her own account a Covered Security that was not, to the Access Person's knowledge, then under consideration for purchase or sale by any client account, that it would be desirable for client accounts as to which the Access Person is responsible for making investment recommendations to recommend the purchase or sale of the same Covered Security (or a closely related security). In this situation, the Access Person MUST put the clients' interests first and promptly make the investment recommendation in the clients' interest, rather than delaying the recommendation for clients to avoid conflict with the blackout provisions of this Code.
The Firm recognizes that certain situations may occur entirely in good faith and will not take disciplinary measures in such instances if it appears that the Access Person acted in good faith and in the best interests of the Firm's clients. The above notes are merely examples and thus are not exhaustive, nor are they intended to specify instances of compliance and non-compliance with the 7-day Blackout Period restrictions, but rather are provided for clarification purposes to help ensure that any apparent or real conflicts that may arise between compliance with the Blackout Period and the pursuit of clients' interests are always resolved in favor of the clients' interests.
The blackout requirements do not apply to the exempt categories of transactions listed in Part II.B.1 of the Code.
C.Hardship Exemption
An employee may submit to the Chief Compliance Officer a request for an exemption from a particular provision of the Code for a hardship situation (e.g., unforeseen medical or other significant expenses or the purchase of a home). All requests must be in writing and state the reasons for the hardship. Any such request will require the approval of the CCO. Any such waiver request may be denied at the CCO's sole discretion, and any such decision will be final. If the CCO approves an exemption, the Firm may require certain conditions to be met by the employee in conducting the personal trade(s) to ensure that there is no actual or apparent conflict of interest
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created by the exemption. The CCO shall document in writing the decisions supporting all such approvals or denials to requests for hardship exemptions.
PART III. RECORDKEEPING
Frontier maintains the following records related to the Code in a readily accessible place:
•A copy of each Code that has been in effect at any time during the past five years;
•A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;
•A record of written acknowledgements for each person who is currently, or within the past five years was, an Access Person;
•Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports;
•A list of the names of persons who are currently, or within the past five years were, Access Persons;
•A list of persons who are currently, or within the past five years were, Investment Persons;
•A record of any decision and supporting reasons for approving the acquisition of securities by Access Persons in limited offerings; and
•A record of any decision and supporting reasons for granting any employee a waiver to or from or exception to the Code.
PART IV. FORM ADV DISCLOSURE
The Chief Compliance Officer shall be responsible for providing an updated copy of Frontier's Code to any client or prospective client upon request. The Chief Compliance Officer shall also ensure that Frontier's Form ADV includes an updated description of the Code.
PART V. ADMINISTRATION AND ENFORCEMENT OF THE CODE
1.Monitoring of Personal Securities Transactions
The Chief Compliance Officer is responsible for periodically reviewing the personal securities transactions and holdings reports of Access Persons. The Chief Operating Officer is responsible for reviewing and monitoring the personal securities transactions of the Chief Compliance Officer and for taking on the responsibilities of the Chief Compliance Officer in the Chief Compliance Officer's absence.
2.Training and Education
The Chief Compliance Officer shall be responsible for training and educating employees regarding the Code. Such training shall be mandatory for all employees and shall occur as determined necessary by the Chief Compliance Officer and at least annually.
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3.Annual Review
The Chief Compliance Officer shall review the adequacy of the Code and the effectiveness of its implementation as the Chief Compliance Officer deems appropriate and at least annually.
4.Report to Management Committee
The Chief Compliance Officer shall provide a quarterly report to Frontier's Management Committee showing the review of all employee personal trading activity. Such report shall include a full discussion of any material violations of the Code.
5.Reporting Potential Violations/Wrongdoing
All Access Persons are required to act honestly and ethically in support of the culture of integrity that we have all fostered within Frontier. Since every Access Person is a valued member of the team which makes up Frontier, this broad requirement includes acting in what each individual believes to be Frontier's best interest, which includes reporting any concerns regarding any potential violations of any applicable law, rule or policy, or any other potential wrongdoing, by Frontier, any of our employees or any of our service providers. If Frontier's management is unaware of such activities, these potential violations may ultimately have an adverse effect on all of us as members of Frontier.
Accordingly, every employee of Frontier is required to report any potential violations of any applicable law, rule or policy, or other potential wrongdoing, including "apparent" or "suspected" violations, promptly to the Chief Compliance Officer. In addition, any supervisor or member of management who received a report of a potential violation or wrongdoing must immediately inform the Chief Compliance Officer. If the Chief Compliance Officer is involved in the potential violation or wrongdoing, the employee may report the matter to a member of the Management Committee.
"Violations" should be interpreted broadly, and may include, but are not limited to, such items as:
•Noncompliance with laws, rules and regulations applicable to the business of Frontier;
•fraud or illegal acts involving any aspect of Frontier's business;
•material misstatement in regulatory filings, internal books and records, client records or reports;
•activity that is harmful to clients, including any fund shareholders; and
•deviations from required internal controls, policies and procedures that safeguard clients and Frontier.
All such reports will be taken seriously, investigated promptly and appropriately, and treated confidentially to the extent permitted by law.
Investigation. Potential violations shall be promptly investigated by the Chief Compliance Officer and/or a member of the Management Committee. During the course of the investigation, the Chief Compliance Officer or Management Committee member will be in contact with the
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reporting Access Person to inform the Access Person of the status of the investigation. In addition, the reporting Access Person may check with the investigator on the status at any time. Following Frontier's investigation, Access Persons who are deemed to have committed any violations or other wrongdoing may be subject to disciplinary action as described in Part VI of the Code below.
Retaliation. Retaliation of any type against an Access Person who reports a suspected violation or assists in the investigation of such conduct (even if the conduct is not found to be a violation) is strictly prohibited and constitutes a further violation of the Code and these procedures.
Guidance. All Access Persons are encouraged (and have the responsibility) to ask questions and seek guidance from the Chief Compliance Officer or a member of the Management Committee with respect to any action or transaction that may constitute a violation and to refrain from any action or transaction which might lead to the appearance of a violation. The Chief Compliance Officer will also provide periodic training to Frontier's Access Persons regarding the requirements of these policies and procedures.
Nothing in this Code or in any other agreements you may have with Frontier is intended to or shall preclude or impede you from cooperating with any governmental or regulatory entity or agency in any investigation, or from communicating any suspected wrongdoing or violation of law to any such entity or agency, including, but not limited to, reporting pursuant to the "whistleblower rules" promulgated by the Securities Exchange Commission (Security Exchange Act Rules 21F-1, et seq.).
F.Further Information Regarding the Code.
You should contact the Chief Compliance Officer to obtain any additional information about compliance and ethical issues.
PART VI. CODE OF ETHICS SANCTION GUIDELINES
Violations of the Code of Ethics will be addressed by Frontier's Chief Compliance Officer and his/her designee, and/or by the Management Committee. Violations may result in disciplinary sanctions, including but not limited to oral or written reprimands, disgorgement of profits, suspension of personal trading privileges, fines, reassignment or demotion of employment responsibilities, termination of employment, and notification of appropriate governmental or regulatory authorities. Violation of the Code may also result in criminal prosecution or civil action.
The Chief Compliance Officer will have discretion to determine the sanctions to be applied in response to violations of the Code, but will obtain the prior approval of the Management Committee for any recommended sanctions other than reprimands or disgorgement of profits. The severity of sanctions will reflect the materiality of the violation and may increase with repeat violations of the Code.
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NOTE: Sanctions will be applied whether the violation was committed by the employee or any Family/Household member of the employee, as Family/Household member is defined within the Code.
PART VII. DEFINITIONS
These terms have special meanings in this Code of Ethics:
•Access Person
•Affiliated Mutual Funds
•Beneficial Ownership
•Chief Compliance Officer
•Covered Security
•Discretionary Account
•Family/Household
•Reporting Forms
•Restricted List
The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as "beneficial ownership") are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings. For example, "beneficial ownership" has a different meaning in this Code of Ethics than it does in the SEC's rules for proxy statement disclosure of corporate directors' and officers' stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC.
IMPORTANT: If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask the Chief Compliance Officer. Please do not guess at the answer.
Access Person includes all employees of the Firm. The Firm, at the Chief Compliance Officer's discretion, may also subject certain individuals, including interns, co-ops, temporary employees, contract employees or independent contractors to any part or all of the Firm's Code of Ethics and its requirements.
Affiliated Mutual Funds means any mutual fund to which Frontier or an AMG affiliate acts as investment adviser or sub-adviser. The Chief Compliance Officer will, from time to time, provide a current list of Affiliated Mutual Funds.
Beneficial Ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also includes transactions over which you exercise investment discretion (other than for a client of the Firm), even if you don't share in the profits.
Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include:
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•Securities held in a person's own name, or that are held for the person's benefit in nominee, custodial or "street name" accounts;
•Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or "street name" account);
•Securities that are being managed for a person's benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a "blind trust" or Discretionary Account;
•Securities in a person's individual retirement account;
•Securities in a person's account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account;
•Securities owned by a trust of which the person is either a trustee or a beneficiary;
•Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or "street name" account); and
•Securities owned by an investment club in which the person participates.
This is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code. You should ask the Chief Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation.
Chief Compliance Officer means the person listed on the Advisor's current Form ADV filed with the Securities and Exchange Commission as the Chief Compliance Officer. The Chief Compliance Officer may designate another person to perform the functions of Chief Compliance Officer when he is not available.
Covered Security means anything that is considered a "security" under the Investment Company Act of 1940, except:
•Direct obligations of the U.S. Government;
•Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements;
•Shares of open-end investment companies that are registered under the Investment Company Act (except Affiliated Mutual Funds); and
•Shares of money market funds.
This is a very broad definition of security. It includes most kinds of investment instruments, including things that you might not ordinarily think of as "securities," such as:
•options on securities, on indexes and on currencies;
•investments in all kinds of limited partnerships;
•investments in foreign unit trusts and foreign mutual funds; and
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•investments in private investment funds and limited partnerships (note that investments in private investment funds and limited partnerships advised by the Firm are not subject to the transaction prohibitions, pre-clearance requirements or blackout provisions set forth in Part II.B. of this Code).
For the purposes of this Code of Ethics, exchange traded funds are considered Covered Securities and must be reported.
If you have any question or doubt about whether an investment is considered a security or a Covered Security under this Code, ask the Chief Compliance Officer.
Discretionary Account is an account: (a) for which an Access Person has granted a trustee or a discretionary third party manager investment authority over the account; and (b) over which the Access Person has no direct or indirect influence or control with respect to purchases or sales of securities or allocations of investments (e.g. the holder does not make security recommendations to the third party).
Family/Household means the following members:
•Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support);
•Your children under the age of 18;
•Your children who are 18 or older (unless they do not live in the same household as you and you do not contribute in any way to their support); and
•Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.
NOTE: There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that person's support. Second, members of your household could, in some circumstances, learn of information regarding the Firm's trading or recommendations for client accounts, and must not be allowed to benefit from that information.
Reporting Forms means the various documents that Access Persons may be required to complete upon being subject to the Code, including a listing of securities holdings and brokerage accounts and a disciplinary questionnaire.
Restricted List means the list of securities, both equities and fixed income, for all of Frontier's investment strategies that are held in Frontier's client accounts; however, securities with a market cap greater than $28 billion are excluded from the Restricted List.
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Exhibit A - Discretionary Accounts Initial Notification Form
I have retained a trustee or third party manager (the "Manager") to manage the following accounts over which I have no direct or indirect influence or control (the "Accounts"):
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relative, etc.) |
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⬜ I acknowledge and certify that:
1.I will have no direct or indirect influence or control1 over the Accounts;
2.If my control over the Accounts should change in any way, I will immediately notify the Chief Compliance Officer in writing of such change and will provide any required information regarding holdings and transactions in the Accounts;
3.I agree to provide reports of holdings and/or transactions (including, but not limited to, duplicate account statements and trade confirmations) made in the Accounts at the request of the Chief Compliance Officer;
4.I will not suggest that the Manager make any particular purchases or sales of securities for the Accounts;
5.I will not direct the Manager to make any particular purchases or sales of securities for the Accounts; and
6.I will not consult with the Manager as to the particular allocation of investments to be made in the Accounts.
I certify and acknowledge that the information in this form is true and correct to the best of my knowledge and agree to immediately notify the firm if such information becomes inaccurate in any way.
SIGNATURE:
NAME:
DATE:
1No direct or indirect influence or control means that you do not suggest that the Manager make any particular purchases or sales of securities for the Account (s), direct the Manager to make any particular purchases or sales of securities for the Account, or consult with the Manager as to the particular allocation of investments to be made in the Account.
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Exhibit B Discretionary Accounts Broker Confirmation Form
[BROKER LETTERHEAD]
[DATE]
Frontier Capital Management Co., LLC
Attn: Chief Compliance Officer
99 Summer Street
Boston, MA 02116
Re: [Insert Broker Name & Account #'s _________] (the Account(s)")
To Whom It May Concern:
For purposes of Frontier's Code of Ethics and its policies regarding personal trading by Access Persons, please accept this letter as confirmation that [NAME OF ACCESS PERSON] (the "Access Person") has "no direct or indirect influence or control" with respect to the purchases and sales of financial instruments in the Account(s).
"No direct or indirect influence or control" means that the Access Person does NOT:
•suggest to anyone that a particular purchase or sale of securities be made for the Account(s);
•direct anyone to make any particular purchases or sales of securities for the Account(s); or
•consult with anyone as to the particular allocation of investments to be made in the Account(s). We will contact you immediately in the event of any changes to the above confirmation.
Regards,
SIGNATURE:
NAME:
TITLE/CAPACITY:__________________________________________
DATE:
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Exhibit C Discretionary Accounts Broker Annual Disclosure Form
PLEASE CHECK THE APPROPRIATE BOX:
⬜I have no Discretionary Accounts (e.g., accounts over which I have no direct or indirect influence or control);
OR
⬜I have retained a trustee or third party manager (the "Manager") to manage certain of my accounts. Following is a list of the accounts over which I have no direct or indirect influence or control (the "Accounts"):
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relative, etc.) |
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⬜I acknowledge and certify that:
1.I have no direct or indirect influence or control2 over the Accounts;
2.If my control over the Accounts should change in any way, I will immediately notify the Chief Compliance Officer in writing of such change and will provide any required information regarding holdings and transactions in the Accounts;
3.I agree to provide reports of holdings and/or transactions (including, but not limited to, duplicate account statements and trade confirmations) made in the Accounts at the request of the Chief Compliance Officer;
4.I did not suggest that the Manager make any particular purchases or sales of securities for the Accounts during the period covered by this report;
1.I did not direct the Manager to make any particular purchases or sales of securities for the Accounts during the period covered by this report;
2No direct or indirect influence or control means that you do not suggest that the Manager make any particular purchases or sales of securities for the Account (s), direct the Manager to make any particular purchases or sales of securities for the Account, or consult with the Manager as to the particular allocation of investments to be made in the Account.
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Exhibit C Discretionary Accounts Broker Annual Disclosure Form
2.I did not consult with the Manager as to the particular allocation of investments to be made in the Accounts during the period covered by this report; and
3.I will contact the Chief Compliance Officer immediately in the event that a non-discretionary or fully managed account over which I have direct or indirect beneficial ownership is opened.
I certify and acknowledge that the information in this form is true and correct to the best of my knowledge and agree to immediately notify the firm if such information becomes inaccurate in any way.
SIGNATURE:
NAME:
DATE:
December 2019
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Code of Ethics
Do the right thing
October, 2020
Table of Contents |
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Message from our CEO |
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The Code of Ethics at a Glance........................................................................................................................... |
2 |
Section 1. Background......................................................................................................................................... |
4 |
Section 2. Standards of Conduct......................................................................................................................... |
4 |
2.1. Conflicts of Interest |
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(a)When can conflicts of interest arise?
(b)What types of conflicts of interest must I avoid?
(c)Which conflicts of interest do I need to disclose?
(d)When and how do I disclose conflicts of interest?
Section 3. Outside Business Activities ............................................................................................................... |
8 |
3.1 Outside Business Activity Requirements |
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(a)Am I prohibited from engaging in any outside business activities?
(b)Am I required to obtain preclearance for any outside business activities?
(c)What outside business activities do not require preclearance?
(d)When and how do I preclear an outside business activity?
Section 4. Gift and Entertainment Policy............................................................................................................ |
10 |
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Section 5. |
Anti-Bribery Policy ............................................................................................................................ |
10 |
Section 6. |
Antitrust and Competition Policy ...................................................................................................... |
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Section 7. Duty of Confidentiality....................................................................................................................... |
12 |
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Section 8. Personal Trading and Reporting Requirements ................................................................................. |
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8.1General Trading Prohibitions and Reporting Requirements
(a) What are the general trading prohibitions?
(b) Am I required to maintain Securities in a brokerage account at Vanguard?
(c) What am I required to report?
8.2 Additional Trading and Reporting Requirements for Investment Persons .................................................. |
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(a)Which Securities trades am I required to preclear?
(b)How do I obtain preclearance?
(c)How long is my preclearance approval valid?
(d)Am I required to obtain preclearance before investing in a Private Placement?
(e)Are there Securities transactions that I do not need to preclear?
(f)Am I subject to restrictions on my personal trading in Covered Securities?
(g)Am I prohibited from engaging in certain Securities transactions?
(h)What happens if I make a "short-term trade" in a Vanguard Fund?
(i)Are there any additional reporting requirements that apply to me?
Table of Contents (continued) |
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8.3 Additional Trading Prohibitions and Reporting Requirements for Fund Access Persons ........................... |
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(a) Which Securities trades am I required to preclear? |
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(b) How do I obtain preclearance? |
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(c) How long is my preclearance approval valid? |
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(d) Am I required to obtain preclearance before investing in a Private Placement? |
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(e) Are there Securities transactions that I do not need to preclear? |
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(f) Am I subject to restrictions on my personal trading in Covered Securities? |
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(g) Am I prohibited from engaging in any Securities transactions? |
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(h) What happens if I make a "short-term trade" in a Vanguard Fund? |
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(i) Are there any additional reporting requirements that apply to me? |
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8.4 Additional Trading Prohibitions and Reporting Requirements for VAI Access Persons .............................. |
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(a) Am I required to preclear Security trades? |
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(b) Am I required to obtain preclearance before investing in a Private Placement? |
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(c) Am I prohibited from engaging in any Securities transactions? |
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(d) What happens if I make a "short-term trade" in a Vanguard Fund? |
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(e) Are there any additional reporting requirements that apply to me? |
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8.5 Additional Trading Prohibitions for Non-U.S. Crew Members ................................................................... |
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(a)What are the additional trading prohibitions?
(b)What are the Vanguard Fund reporting requirements in Australia?
(c)What are the additional trading restrictions for Japan?
(d)What additional information is required to be reported for accounts where I have Investment Discretion?
Section 9. Certification Requirements.............................................................................................................. |
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9.1What am I required to certify initially?
9.2What am I required to certify annually?
Section 10. Penalties and Sanctions.................................................................................................................. |
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10.1How are violations administered by Compliance?
10.2How is an appropriate sanction determined?
10.3How is the materiality of a violation determined?
10.4What are my obligations to report a violation?
Section 11. Waivers............................................................................................................................................ |
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Appendix A. Definitions..................................................................................................................................... |
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Appendix B. Independent Directors and Trustees............................................................................................. |
36 |
Excellence
Integrity
Responsibility
Do the right thing
At Vanguard, the trust of our clients is our greatest asset. And that trust can only be preserved if each one of us does the right thing on behalf of Vanguard and our clients.
Our Code of Ethics is built on our commitment to maintaining the highest standards of ethical behavior and fiduciary responsibility. Our actions, decisions, and interests should never compete with the interests of Vanguard or our clients.
All crew members are responsible for understanding and complying with our Code of Ethics. Please know and follow the policies that apply to you, and be accountable for your actions. If you are a manager, help your crew to understand and comply with the Code of Ethics through your words and your actions.
Use the Code of Ethics as your guide when faced with challenging decisions or circumstances. But remember, the Code of Ethics is a document. It cannot anticipate every situation. Ultimately, we rely on your sense of personal integrity to protect and enhance Vanguard's reputation. Never underestimate the importance of your own ethical conduct in our mission to treat investors fairly and give them the best chance to succeed.
Mortimer J. Buckley
President and Chief Executive Officer
The Code of Ethics at a Glance
Below are some of the general requirements of the Code of Ethics which may impact you the most. These descriptions are for guidance only. Please consult the applicable provisions of the Code of Ethics for detailed requirements.
1. Clients' Interests Come First
You must serve the interests of Vanguard Clients ahead of your own personal interests.
2. Conflicts of Interest
Your actions, decisions, and interests should not compete or conflict with Vanguard
or Vanguard Clients' interests. You must report any potential conflicts of interest to Compliance.
3. Business Activities Outside of Vanguard
You may engage in outside business activities that do not conflict with Vanguard's interests; however, you must obtain approval from Compliance for certain outside business activities.
4. Gifts and Entertainment
When doing business with Vanguard Clients, vendors, potential Vanguard Clients, and others, you must abide by limitations on giving and receiving gifts and business entertainment. Under the Gift and Entertainment Policy, you must report certain gifts and entertainment to Compliance.
6. Antitrust and Competition
You are prohibited from engaging in activity that could have an anticompetitive effect on the price of goods, services, securities,
or other trading conditions in the global marketplace in which we operate.
7. Insider Trading
You are prohibited from buying or selling any Security while in the possession of material nonpublic information about the issuer of the Security.
8. Personal Trading Activities
You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.
9. Certification Requirements
On an annual basis, you must acknowledge that you understand the Code of Ethics and will comply with its provisions.
5. Anti-Bribery
You are prohibited from engaging or participating in any form of bribery or corruption.
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Clients' Interests Come First
You must serve the interests of Vanguard Clients ahead of your own personal interests.
Section 1. Background
The Code of Ethics ("Code") has been approved and adopted by the board of directors of The Vanguard Group, Inc. ("Vanguard"), the boards of trustees of each of the Vanguard Funds, and the boards of directors of each of Vanguard's Affiliates, as applicable. Unless stated otherwise, the Code applies to all Crew Members and Contingent Workers. The Code also contains provisions applicable to Independent Directors and Trustees (Appendix B).
Section 2. Standards of Conduct
Vanguard consistently seeks to earn and maintain the trust and loyalty of our clients by adhering to the highest standards of ethical behavior and fiduciary responsibility. You must adhere at all times to the spirit, and not just the letter, of the Code. Any transaction or activity that violates any of the standards of conduct described below is prohibited, regardless of whether it meets technical rules found elsewhere in the Code. Accordingly, you must conduct yourself in accordance with applicable law and regulations, and the following standards of conduct:
•Always put Vanguard clients' interests first. You must at all times place the interests of Vanguard clients first. In particular, you must avoid serving your own personal interests ahead of the interests of Vanguard clients.
•Avoid conflicts of interest. Your actions, decisions, and interests cannot compete or conflict with Vanguard's interests or the interests of Vanguard clients. You must ensure that you do not have a conflict with your duties for Vanguard and that you do not use Vanguard's name, property, facilities, confidential information, relationships, or other assets for personal benefit or for outside work or other endeavors. Vanguard Affiliates or your specific department may have additional policies regarding conflicts of interest that you must also follow.
•Be candid and clear with clients and provide them with accurate information. To serve our clients well and continue to earn their trust, you must always be truthful and candid with them.
Doing so is both legally required and the proper, ethical thing to do. When providing information or disclosure to clients or the public, you must follow Vanguard policy and procedure, and
the information must be full, fair, timely, and accurate and not potentially misleading. If you have any questions on this topic, seek advice from your manager, the Compliance Department, or the OGC.
•Comply with applicable laws, rules, regulations, and policies. Financial services is a complex and highly regulated business and, as a result, Vanguard and its business lines are subject to various laws, rules, and regulations, including securities, banking, tax, and other federal, state, local, and international laws. We serve our clients best when we understand and comply with the rules. Therefore, you are responsible for reviewing this Policy and the other policies that apply to us and our business lines, and you are also responsible for knowing
and complying with the laws, rules, and regulations that apply to your role and the area or department in which you work. Vanguard offers formal and informal procedures, training, and other resources to help you understand the applicable laws, rules, regulations and policies, and you are expected to familiarize yourself with them and complete any required training. When in doubt about applicable laws, rules, regulations, or policies, seek advice from your manager, the Compliance Department, or the OGC.
•Protect against fraud. As set forth more fully in Vanguard's Global Internal and Occupational Fraud Policy and Vanguard's Global External Fraud Policy, we are committed to protecting Vanguard and our clients against fraud, misappropriation, and similar threats, whether internal or external. You must be vigilant in helping to prevent, detect, and manage fraud risk of all types.
To familiarize yourself with examples of fraud schemes, both internal and external, please refer to the Global Fraud Prevention page on CrewNet. If you discover or suspect fraudulent activity, please immediately contact the Global Fraud Prevention Team.
•Speak up. Vanguard encourages an environment of open and honest communication, and we have many ways for you to raise concerns about
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Conflicts of Interest
Your actions, decisions, and interests should not compete or conflict with Vanguard or Vanguard Clients' interests. You must report any potential conflicts of interest to Compliance.
any issue, including business practices or ethical matters, even if you aren't sure whether or not the issue is problematic. We encourage you to help protect our clients, crew, and Vanguard
by reporting potential concerns related to this Code of Ethics, financial or business integrity, information security and privacy, workplace practices, and alleged violations of policy or regulation. Vanguard has contracted with a third party to offer the Anonymous Reporting Hotline, a toll-free, 24-hour telephone number and secure website to anonymously report any such concerns without fear of retaliation. As always, you can also voice concerns to your manager or to Crew Relations.
2.1 Conflicts of Interest
A conflict of interest is defined as any situation where financial or other personal factors can compromise independence, objectivity, or professional judgment. A conflict of interest exists when these factors compete, or give the appearance of competing, with your duty to serve the interests of Vanguard and Vanguard Clients.
2.1(a) When can conflicts of interest arise?
Even the perception of a conflict could negatively affect Vanguard and harm our reputation. It's important to understand the following conflict situations:
•Actual conflict of interest. A situation where your personal interests directly conflict with your duties, responsibilities, or the terms of your assignment at Vanguard.
•Perceived conflict of interest. A situation where it appears that your personal interests inappropriately influence the performance of your duties, responsibilities, or the terms of your assignment at Vanguard − whether founded or not.
•Potential conflict of interest. A situation that could arise in the future where your personal interests would affect your duties, responsibilities, or the terms of your assignment at Vanguard.
Depending on your role or the terms of your assignment at Vanguard, the potential for conflict may also arise where an Immediate Family Member is employed by, or associated with, a company with which Vanguard has or is looking to establish a relationship.
Example:Your spouse is employed as a trader at a brokerage firm that executes Vanguard Fund trades − if you are a phone associate, a conflict may not exist; however, if you hold a position in the Investment Management Group or Fund Financial Services, a potential conflict may exist.
2.1(b) What types of conflicts of interest must I avoid?
You need to avoid situations where a conflict of interest could arise, including:
•Any business interest that competes, directly or indirectly, with the interests of Vanguard or Vanguard Clients while working on Vanguard matters.
•Any situation where you would benefit, directly or indirectly, from Vanguard's dealings with others.
2.1(c) Which conflicts of interest do I need to disclose?
You are required to disclose the following information:
•Any situation that may present the potential for a conflict of interest with Vanguard's business or the interests of Vanguard Clients.
•Any employment arrangements or positions (e.g., board member) of an Immediate Family Member that may present the potential for conflict with Vanguard and its activities (e.g., relationships with potential or existing vendors or financial institutions, including banks, with whom Vanguard conducts business).
2.1(d) When and how do I disclose conflicts of interest?
Report any conflicts whether actual, perceived, or potential to Compliance as soon as they arise.
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Business Activities
Outside of Vanguard
You may engage in outside business activities that do not conflict with Vanguard's interests; however, you must obtain approval from Compliance for certain outside business activities.
Gifts and Entertainment
When doing business with Vanguard Clients, vendors, potential Vanguard Clients, and others, you must abide by limitations on giving and receiving gifts and business entertainment. Under the Gift and Entertainment Policy, you must report certain gifts and entertainment to Compliance.
Anti-Bribery
You are prohibited from engaging or participating in any form of bribery or corruption.
Contact Compliance if you encounter a conflict that is not explicitly addressed by our policies, or is potentially significant to a business area or across divisions.
Certain Vanguard Affiliates or departments may have additional policies regarding conflicts of interest. Crew Members and Contingent Workers in those departments must also follow those policies. If in doubt about whether you are subject to additional departmental or Vanguard Affiliate policies, please check with your Vanguard manager or Compliance.
Contingent Workers must also consult with their employer if an actual, perceived, or potential conflict arises.
MCO Resource To disclose conflicts of interest, complete a Conflicts of Interest Disclosure Form via MCO.
Section 3. Outside Business Activities
You are permitted to engage in certain outside business activities (permanent, part-time, or one-time assignment) during your personal time. However, those activities must not adversely affect Vanguard or present a conflict of interest. Your job at Vanguard must come first over other business opportunities, nonprofit activities, or a second job. Be mindful of conflicts, obtain any necessary approvals, and be aware that you may be required to discontinue an activity if a conflict exists.
While Contingent Workers are exempt from the requirements of Section 3, those Contingent Workers who hold a FINRA license are required to comply with the FINRA Licensing Policy on CrewNet.
In addition to the requirements and restrictions in this section, the following supplemental policies may apply to Crew Members:
•Senior Executive Covered Activity Policy (officers and Crew Members in roles designated as M6/P6/S6 or higher).
•Managing Director Outside Business Activity Policy.
If there is a conflict between a requirement in the Code and a more restrictive requirement in one of these supplemental policies, the more restrictive requirement outlined in the Senior Executive Covered Activity Policy or the Managing Director Outside Business Activity Policy will govern.
Web Resource If you are FINRA licensed, you are also required to comply with the FINRA Licensing Policy on CrewNet.
3.1 Outside Business Activity Requirements
3.1(a) Am I prohibited from engaging in any outside business activities?
Yes. The following activities are generally prohibited:
•Holding a second job with any company or organization whose activities could create a conflict of interest with your employment at Vanguard. This includes, but is not limited to, selling Securities, term insurance, or fixed or variable annuities; providing investment advice or financial planning or registering as an independent investment advisor; or engaging in any business activity similar to your job at Vanguard.
•Working, including serving as a director, officer, or in an advisory capacity, for any business or enterprise that competes with Vanguard.
•Working for any organization that could benefit from your knowledge of confidential Vanguard information, such as new Vanguard products, services, or technology.
•Serving on the board of a publicly traded company (or on the board of a company reasonably expected to become a public company).
•Using Vanguard time, equipment, services, or property or enlisting Crew Members for the benefit of the outside business activity.
•Allowing your activities, or the time you spend on them, to interfere with the performance of your job.
•Accepting a business opportunity from someone who does, or seeks to do, business with
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Vanguard if the person made the offer because of your position at Vanguard.
•Selling interests, soliciting investors or referring participants to a Private Securities Transaction.
•Certain elected or appointed political positions.
3.1(b) Am I required to obtain preclearance for any outside business activities?
Yes. You are required to obtain prior written approval for the following outside business activities:
•Compensated positions held outside of Vanguard, including positions with a nonprofit or charitable organization.
•All entrepreneurial activities, including home and family businesses and independent consulting.
•Volunteer positions that involve reviewing, recommending or approving Securities for an organization. This includes, but is not limited to, serving on the finance or investment committee of a nonprofit organization, or serving as treasurer for a homeowners association or on a school board.
•Any activity where your role is similar or closely related to your responsibilities at Vanguard.
•Any government position, whether paid or unpaid, elected or appointed (e.g., an elected official or member, director, officer, or employee of a government agency, authority, advisory board or other board, such as a public school or library board).
•Any official position with any federal, state, or local government authority, or service as a board member or in any representative capacity for any civic, public interest, or regional business interest organization. Example: You are the executive director of a local chamber of commerce or on the board of a wildlife protection organization.
•Any board position, whether compensated or non-compensated, including advisory positions. This includes, but is not limited to, positions on boards of nonprofit organizations, charitable foundations, universities, hospitals, and civic, religious, or fraternal organizations.
•Any position on a panel or committee of an index provider.
•Acting as a real estate agent or conducting any mortgage related activities.
•Any teaching positions where the subject matter relates to Vanguard business that is not in the course of your duties for Vanguard.
•Crypto Mining for Digital Currencies, Digital Utility Tokens, or Digital Security Tokens.
•Engaging in an equity or a debt-based Crowdfunding project or venture.
3.1(c) What outside business activities do not require preclearance?
You are not required to obtain written approval for the following activities:
•Compensated positions in a retail business − for example, positions in retail or department stores or in the food service industry.
•Ownership of a second home, rental property, or investment property, provided that the property does not do business with Vanguard.
•Selling items on online auction sites, so long as it is not operated as a business.
•Unpaid positions with holding companies, trusts, or non-operating entities that hold your or your family's real estate or other Investments, provided the Securities would not otherwise require approval if held directly.
3.1(d) When and how do I preclear an outside business activity?
Other than those outside business activities described in Section 3.1(c), you are required to obtain approval for outside business activities:
•If you are already participating in an activity upon joining Vanguard.
•Before accepting any new activity.
•If there are any changes to a previously reported activity.
In certain situations, you may receive a follow-up form from Compliance requiring you to obtain approval from a Vanguard Officer or Managing Director.
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Note: Vanguard Officers may not accept or participate in any outside business activities unless they have received written approval from a Vanguard Managing Director or the Chief Executive Officer in addition to receiving written approval from Compliance.
MCO Resource To seek approval, you must complete the Outside Business Activities Form via MCO.
Section 4. Gift and Entertainment Policy
You are subject to Vanguard's Gift and Entertainment Policy, which is considered an integral part of the Code. There are restrictions on the extent to which gifts or entertainment may be received from or provided to any third party.
Web Resource Refer to the Gift and Entertainment Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.
Section 5. Anti-Bribery Policy
You are subject to Vanguard's Anti-Bribery Policy, which prohibits bribery and corruption in all forms. You must not offer, give, or receive anything of value for the purpose of improperly obtaining business, retaining business or securing an improper advantage for Vanguard.
Web Resource Refer to the Anti-Bribery Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.
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Antitrust and Competition
You are prohibited from engaging in activity that could have an anticompetitive effect on the price of goods, services, securities, or other trading conditions in the global marketplace in which we operate.
Section 6. Antitrust and
Competition Policy
You are subject to Vanguard's Antitrust and Competition Policy, which prohibits you from engaging in activity that could have an anticompetitive effect on the price of goods, services and/or securities or other trading conditions in the global marketplace in which we operate.
Web Resource Refer to the Antitrust and Competition Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.
Section 7. Duty of Confidentiality
You must keep confidential any nonpublic information you may have obtained while working at Vanguard or while on assignment at Vanguard. This information includes, but is not limited to information about:
•The Vanguard Funds (e.g., recent or impending Securities transactions, activities of the funds' advisors, offerings of new funds, changes
to fund minimums or other provisions in the prospectus, or closings of funds).
•Current or prospective Vanguard Clients (e.g., their personal information, Investments, or account transactions).
•Other Crew Members, Contingent Workers, or Independent Directors and Trustees (e.g., their pay, benefits, position level, and performance ratings).
•Vanguard business activities (e.g., new services, products, technology, or business initiatives).
You must not disclose confidential information to any other person unless it is necessary for the performance of your duties for Vanguard, there is a business purpose for doing so, and such disclosure is authorized by Vanguard.
Contingent Workers may also be subject to a non-disclosure agreement and/or a service or supply agreement with specific confidentiality
provisions. In addition to the requirements of the Code, you must act at all times in accordance with the specific confidentiality provisions in such agreements. Contact your employer for more information.
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Insider Trading
You are prohibited from buying or selling any Security while in the possession of material nonpublic information about the issuer of the Security.
Section 8. Personal Trading
Activities
You must avoid taking personal advantage of your knowledge of Securities activity in Vanguard Funds or Vanguard Client accounts. The Code includes specific restrictions on personal investing, but cannot anticipate every fact pattern or situation. You should adhere at all times to the spirit, and not just the letter, of the Code. There are additional trading prohibitions and reporting requirements if you are designated as either an Investment Person (Section 8.2), Fund Access Person (Section 8.3), or VAI Access Person (Section 8.4).
Regardless of your designation, Compliance has the authority, with appropriate notice to you, to apply any or all of the trading restrictions within the Code.
8.1GeneralTrading Prohibitions and Reporting Requirements
The requirements of this Section 8.1(a) apply to all persons subject to the Code. The requirements of Section 8.1(c) apply to all Crew Members and Contingent Workers deemed Associated Persons.
8.1(a) What are the general trading prohibitions?
•Engaging in conduct that is deceitful, fraudulent, or manipulative, or that involves false or misleading statements, in connection with the purchase or sale of a Security by a Vanguard Fund or Vanguard Client account.
•Intentionally, recklessly, or negligently circulating false information or rumors that may affect
the securities markets or may be perceived as market manipulation.
•Trading on knowledge of Vanguard Fund activities. Taking personal advantage of knowledge of recent, impending, or planned Securities activities of the Vanguard Funds or their investment advisors. You are prohibited from purchasing or selling - directly or indirectly - any Security or Related Security when you know that the Security is being purchased or sold, or considered for purchase or sale, by a Vanguard Fund (with the exception of an index fund).
These prohibitions apply to all Securities in which you have acquired or will acquire Beneficial Ownership.
•Vanguard InsiderTrading Policies. You are subject to the Insider Trading Policy and/or any similar policy of the Vanguard Affiliate for which you work. Each of these policies are considered an integral part of the Code. Each policy prohibits you from buying or selling any Security while in possession of material, nonpublic information about the issuer of the Security. The policies prohibit you from communicating any nonpublic information about any Security or issuer of Securities to third parties.
•Vanguard FundTrading. When purchasing, exchanging, or redeeming shares of a Vanguard Fund, you and your Immediate Family Members must adhere to the policies and standards
set forth in the fund's prospectus, or offering document, including policies on market-timing and frequent trading.
•Initial Coin Offerings. You are prohibited from participating in an Initial Coin Offering.
Web Resource Refer to your local Insider Trading Policy on the Code of Ethics Resource page on CrewNet for further information.
8.1(b) Am I required to maintain Securities in a brokerage account at Vanguard?
U.S. Crew Members: Yes. You and your Immediate Family Members are required to maintain all Reportable Securities within a Vanguard Brokerage Account. You may hold Vanguard Funds, other than Vanguard ETFs, outside of Vanguard. Employer- sponsored retirement accounts (e.g., 401(k) and 403(b)), 529 Plans, and Compliance-approved accounts are exempt from this requirement (e.g., Managed Account). Vanguard ETFs must be held within a Vanguard Brokerage Account.
Non-U.S. Crew Members: No. You and your Immediate Family Members are not required to maintain Reportable Securities within a Vanguard Brokerage Account.
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U.S. and Non-U.S. Contingent Workers: No. You and your Immediate Family Members are not required to maintain Reportable Securities within a Vanguard Brokerage Account.
Web Resource Refer to the U.S. Crew - Securities to be Held at Vanguard document, which can be accessed from the Code of Ethics Resource page on CrewNet.
8.1(c) What am I required to report?
The requirements of this Section apply to all Crew Members and Contingent Workers deemed Associated Persons.
Initial Holdings Report Within ten calendar days of joining Vanguard, you must disclose all Covered Accounts and all Reportable Securities held by you or an Immediate Family Member. This includes Brokerage Accounts held at Vanguard, as well as those held at another financial institution. This information must be current as of 45 calendar days before joining Vanguard.
MCO Resource You will receive an Initial Certification to complete which will include a section to disclose Covered Accounts and all Reportable Securities via MCO.
In addition, you must notify Compliance if you or an Immediate Family Member has subsequently opened, or intends to open, a Covered Account with a financial institution (e.g., broker, dealer, advisor, or any other professional money manager), has acquired holdings in Reportable Securities,
or if a preexisting Covered Account (including a Vanguard Brokerage Account) becomes associated with you (such as through marriage or inheritance).
MCO Resource Disclose new Covered Accounts and Reportable Securities via MCO.
Quick Guide: Refer to the Trading and Reporting Requirements for Non-Access Persons document, which can be accessed from the Code of Ethics Resource page on CrewNet.
Duplicate statements and transaction confirmations You must disclose transactions in Reportable Securities made by you and your Immediate Family Members. For any disclosed Vanguard Brokerage Accounts, Compliance will receive transaction confirmations automatically. For each approved Covered Account and any holdings of Reportable Securities held outside of Vanguard, it is your responsibility to ensure duplicate statements and transaction confirmations are delivered to Compliance. If the sponsor of your Covered Account is not able to send statements and daily transaction confirmations (electronic or paper) directly to Vanguard, you will be required to submit copies through MCO immediately after you receive them, unless you receive an exemption from this requirement from Compliance. You do not need to report an account or submit transaction confirmations or statements if the account does not have the ability to hold Securities (e.g., a traditional checking account).
Contingent Workers deemed Associated Persons are required to comply with and are subject to the Securities Account Reporting Obligations on CrewNet.
8.2AdditionalTrading and Reporting Requirements for Investment Persons
The requirements of this Section 8.2 are in addition to the requirements of Section 8.1 and apply to all transactions or holdings in which an Investment Person has, or will acquire, Beneficial Ownership of Securities. To see if you are designated as an Investment Person, reference the Investment Persons Departments list on CrewNet. Note: this designation could apply to Crew Members or Contingent Workers.
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8.2(a) Which Securities trades am I required to preclear?
You must obtain, for yourself and on behalf of your Immediate Family Members, preclearance for any transaction in a Covered Security and in a Vanguard ETF.
By seeking preclearance, you will be deemed to be advising Compliance that you:
•Do not possess any material, nonpublic information relating to the security.
•Do not use knowledge of any proposed trade or investment program relating to the Vanguard Funds for personal benefit.
•Believe the proposed trade is available to any market participant on the same terms.
Non-U.S. Investment Persons may be subject to additional restrictions. See Section 8.5.
Quick Guide: Refer to the Trading and Reporting Requirements for Investment Persons document, which can be accessed from the Code of Ethics Resource page on CrewNet.
8.2(b) How do I obtain preclearance?
You must receive preclearance through the MCO system or from an authorized member of Compliance. Transactions in Covered Securities and Vanguard ETFs may not be executed before you receive approval.
Same day limit orders are permitted; however, good 'til canceled orders (such as limit orders that stay open over the course of multiple trading days until a security reaches a specified market price) are not permitted.
Attempting to gain approval after the transaction has occurred is not permitted. Completing a personal trade before receiving approval or after the approval window expires constitutes a violation
of the Code. See Section 10 for more information regarding the sanctions that may be imposed as a result of a violation.
MCO Resource Preclearance must be obtained via MCO. Once the required information is submitted, your preclearance request will be approved or denied immediately.
8.2(c) How long is my preclearance approval valid?
U.S.: Preclearance approval will expire at the end of the trading day on which it is issued (e.g., if you receive approval for a trade on Monday,
it is effective until the market closes on that Monday). Preclearance for limit orders is good for transactions on the same day that approval is granted only. If you receive approval for a limit order, it must be executed or expire at the close of regular trading on the same business day for which approval was granted. If you wish to execute the limit order after the close of regular trading on the day you received approval, you must submit a new preclearance request for the day you wish to execute the trade.
Non-U.S.: If you receive approval, transactions must be executed no later than the end of trading on the next business day after the preclearance is granted. If the transaction is not placed within that time, you must submit a new request for approval before placing the transaction. If you preclear a limit order, that limit order must either be executed or expire at the end of the next business day. If you want to execute the order after the next business day period expires, you must resubmit your preclearance request.
8.2(d) Am I required to obtain preclearance before investing in a Private Placement?
Yes. You cannot invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance. You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment. Approval
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Personal Trading Activities
You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.
may be granted after a review of the facts and circumstances, including whether:
•An investment in the securities is likely to result in future conflicts with Vanguard Client accounts.
•You are being offered the opportunity due to your employment at, or association with, Vanguard.
If you receive approval to purchase Securities in a Private Placement, you must inform Compliance if that Security goes to public offer or is pending listing on an exchange.
MCO Resource To seek preclearance of a Private Placement, complete the Outside Business Activities Form via MCO.
8.2(e) Are there Securities transactions that I do not need to preclear?
Yes. You are not required to obtain preclearance for the following:
•Purchases or sales of Vanguard Funds. Note: The purchase or sale of Vanguard ETFs require preclearance.
•Purchases or sales where the person requesting preclearance has no direct or indirect influence or control over the Covered Security (e.g., you have a trust in your name but you are not the trustee who places the transaction, provided you have granted Investment Discretion to the trustee and there has been no prior communication between you and the trustee regarding the transaction).
•Corporate actions in Covered Securities such as stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions.
•Purchases or sales made as a part of an Automatic Investment Program.
•Purchases made upon the exercise of Rights by an issuer in proportion to all holders of a class of its Securities, to the extent such Rights were acquired for such issuer.
•Acquisitions of Covered Securities through gifts or bequests.
8.2(f) Am I subject to restrictions on my personal trading in Covered Securities?
Yes. You may be subject to certain restrictions if you purchase or sell a Covered Security within seven days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the "blackout period").
If you purchase a Covered Security within seven days before a Vanguard Fund purchases the same Covered Security or a Related Security, you may be required to hold the Covered Security for 6 months before being permitted to sell the Covered Security for a profit.
If you sell a Covered Security within seven days before a Vanguard Fund sells the same Covered Security or a Related Security, you may be required to disgorge any profits earned from your sale of the Covered Security (exclusive of commissions) at a price higher than what the Vanguard Fund received for selling the Covered Security or a Related Security.
In general, you will not receive preclearance to purchase a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this Code and must immediately sell the Covered Security and disgorge all profits received from the sale to Vanguard (exclusive of commissions).
In general, you will not receive preclearance to sell a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated the Code and must disgorge the difference (exclusive of commissions) between the sale price you received and the Vanguard Fund's sale price (as long as your sales price is higher), multiplied by the number of shares you sold.
In addition to these restrictions, local law may dictate the extent to which any gains must be relinquished.
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Quick Guide: For example on the above trade scenarios, refer to Code of Ethics Q&A, which can be accessed from the Code of Ethics Resource page on CrewNet.
Compliance may exempt from these restrictions trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).
Compliance may waive the blackout period as it applies to the sale of a Covered Security if the Chief Compliance Officer determines its application creates a significant hardship to you (e.g., you need cash for a home purchase or to cover a major medical expense) and, in the opinion of the Chief Compliance Officer, satisfies the requirements for a waiver in Section 11.
Web Resource Refer to the Hardship Waiver Request Form on the Code of Ethics Resource page on CrewNet.
Quick Guide: Refer to the Trading and Reporting Requirements for Investment Persons document, which can be accessed from the Code of Ethics Resource page on CrewNet.
8.2(g) Am I prohibited from engaging in certain Securities transactions?
Yes. You are prohibited from engaging in the following Securities transactions:
•Futures and Options. You are prohibited from entering into, acquiring, or selling any Futures contract (including single stock futures) or any
Option on any Covered Security (including Options on ETFs).
•Initial Public Offerings and Secondary Offerings. You are prohibited from acquiring Securities in an Initial Public Offering or Secondary Offering.
•Short-Selling. You are prohibited from selling short any Security that you do not own or from otherwise engaging in Short-Selling activities.
•Short-TermTrading. You are prohibited from purchasing and then selling any Covered Security or a Vanguard ETF at a profit, as well as selling and then repurchasing a Covered Security or a Vanguard ETF at a lower price within 60 calendar days. Gains are calculated based on last in, first out method for purposes of this restriction. If you realize profits on short-term trades, you will be required to relinquish the profits. In addition, the trade will be recorded as a violation of the Code.
•Spread Bets. You are prohibited from participating in Spread Betting on Securities, indexes, interest rates, currencies, or commodities.
8.2(h) What happens if I make a "short-term trade" in a Vanguard Fund?
Compliance will monitor trading in Vanguard Funds, other than Vanguard ETFs, and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a "short-term trade"). You may be required to relinquish any profit made on a short-term trade and will be subject to disciplinary action if Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by you or your Immediate Family Members. For purposes of this paragraph:
•A redemption includes a redemption by any means, including an exchange out of a Vanguard Fund.
•This policy does not cover purchases and redemptions/sales (i) into or out of Vanguard money market funds, Vanguard short-term bond funds, or (ii) through an Automatic Investment Program.
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Quick Guide: Refer to the Trading and Reporting Requirements for Investment Persons, which can be accessed from the Code of Ethics Resource page on CrewNet.
MCO Resource Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO
8.3AdditionalTrading Prohibitions and Reporting Requirements for Fund Access Persons
The requirements of this Section 8.3 are in addition to the requirements of Section 8.1 and apply to all transactions or holdings in which a Fund Access Person has, or will acquire, Beneficial Ownership of Securities. To see if you are designated as a Fund Access Person, reference the Fund Access Persons Departments list on CrewNet. Note: this designation could apply to Crew Members or Contingent Workers.
8.3(a) Which Securities trades am I required to preclear?
You must obtain, for yourself and on behalf of your Immediate Family Members, preclearance for any transaction in a Covered Security.
By seeking preclearance, you will be deemed to be advising Compliance that you:
•Do not possess any material, nonpublic information relating to the security.
•Do not use knowledge of any proposed trade or investment program relating to the Vanguard Funds for personal benefit.
•Believe the proposed trade is available to any market participant on the same terms.
Non-U.S. Fund Access Persons may be subject to additional restrictions. See Section 8.5(a).
Quick Guide: Refer to the Trading and Reporting Requirements for Fund Access Persons document, which can be accessed from the Code of Ethics Resource page on CrewNet.
8.3(b) How do I obtain preclearance?
You must receive preclearance through the MCO system or by contacting Compliance. Transactions in Covered Securities may not be executed before you receive approval.
Same day limit orders are permitted; however, good 'til canceled orders (such as limit orders that stay open over the course of multiple trading days until a security reaches a specified market price) are not permitted.
Attempting to gain approval after the transaction has occurred is not permitted. Completing a personal trade before receiving approval or after the approval window expires constitutes a violation of the Code. See Section 10 for more information regarding the sanctions that may be imposed as a result of a violation.
MCO Resource Preclearance must be obtained via MCO. Once the required information is submitted, your preclearance request will be approved or denied immediately.
8.3(c) How long is my preclearance approval valid?
U.S.: Preclearance approval will expire at the end of the trading day on which it is issued (e.g., if you receive approval for a trade on Monday,
it is effective until the market closes on that Monday). Preclearance for limit orders is good for transactions on the same day that approval is granted only. If you receive approval for a limit
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order, it must be executed or expire at the close of regular trading on the same business day for which approval was granted. If you wish to execute the limit order after the close of regular trading on the day you received approval, you must submit a new preclearance request for the day you wish to execute the trade.
Non-U.S.: If you receive approval, transactions must be executed no later than the end of trading on the next business day after the preclearance is granted. If the transaction is not placed within that time, you must submit a new request for approval before placing the transaction. If you preclear a limit order, that limit order must either be executed or expire at the end of the next business day. If you want to execute the order after the next business day period expires, you must resubmit your preclearance request.
8.3(d) Am I required to obtain preclearance before investing in a Private Placement?
Yes. You cannot invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance. You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment. Approval may be granted after a review of the facts and circumstances, including whether:
•An investment in the securities is likely to result in future conflicts with Vanguard Client accounts.
•You are being offered the opportunity due to your employment at, or association with, Vanguard.
If you receive approval to purchase Securities in a Private Placement, you must inform Compliance if that Security goes to public offer or is pending listing on an exchange.
MCO Resource To seek preclearance of a Private Placement, complete the Outside Business Activities Form via MCO.
8.3(e) Are there Securities transactions that I do not need to preclear?
Yes. You are not required to obtain preclearance for the following:
•Purchases or sales of Vanguard Funds.
•Purchases or sales where the person requesting preclearance has no direct or indirect influence or control over the account (e.g., you have a trust in your name but you are not the trustee who places the transaction, provided you have granted Investment Discretion to the trustee and there has been no prior communication between you and the trustee regarding the transaction).
•Corporate actions in Covered Securities such as stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions.
•Purchases or sales made as a part of an Automatic Investment Program.
•Purchases made upon the exercise of Rights by an issuer in proportion to all holders of a class of its Securities, to the extent, such Rights were acquired for such issuer.
•Acquisitions of Covered Securities through gifts or bequests.
8.3(f) Am I subject to restrictions on my personal trading in Covered Securities?
Yes. You may be subject to certain restrictions if you purchase or sell a Covered Security within seven days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the "blackout period").
If you purchase a Covered Security within seven days before a Vanguard Fund purchases the same Covered Security or a Related Security, you may be required to hold the Covered Security for 6 months before being permitted to sell the Covered Security for a profit.
If you sell a Covered Security within seven days before a Vanguard Fund sells the same Covered Security or a Related Security, you may be required to disgorge any profits earned from your sale of the
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Covered Security (exclusive of commissions) at a price higher than what the Vanguard Fund received for selling the Covered Security or a Related Security.
In general, you will not receive preclearance to purchase a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this Code and must immediately sell the Covered Security and disgorge all profits received from the sale to Vanguard (exclusive of commissions).
In general, you will not receive preclearance to sell a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated the Code and must disgorge the difference (exclusive of commissions) between the sale price you received and the Vanguard Fund's sale price (as long as your sales price is higher), multiplied by the number of shares you sold.
Quick Guide: For example on the above trade scenarios, refer to Code of Ethics Q&A, which can be accessed from the Code of Ethics Resource page on CrewNet.
In addition to these restrictions, local law may dictate the extent to which any gains must be relinquished.
Compliance may exempt from these restrictions certain trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).
The blackout period will not apply to a Fund Access Person's sale of any stock for which the market capitalization exceeds US$5 billion, provided that
the total value of any sales of the Security by the Fund Access Person do not exceed US$10,000 in any 30-day rolling period. Sales of securities with market capitalizations below US$5 billion, or that exceed US$10,000 in any 30-day rolling period, will continue to be subject to the blackout periods unless Compliance grants a waiver.
Compliance may waive the blackout period as it applies to the sale of a Covered Security if the Chief Compliance Officer determines its application creates a significant hardship to you (e.g., you need cash for a home purchase or to cover a major medical expense) and, in the opinion of the Chief Compliance Officer, satisfies the requirements for a waiver in Section 11.
Web Resource Refer to the Hardship Waiver Request Form on the Code of Ethics Resource page on CrewNet.
8.3(g) Am I prohibited from engaging in any Securities transactions?
Yes. You are prohibited from engaging in the following Securities transactions:
•Futures and Options. You are prohibited from entering into, acquiring, or selling any Futures contract (including single stock futures) or any Option on any Security (including Options on ETFs).
•Initial Public Offerings and Secondary Offerings. You are prohibited from acquiring Securities in an Initial Public Offering or Secondary Offering.
•Short-Selling. You are prohibited from selling short any Security that you do not own or from otherwise engaging in Short-Selling activities.
•Short-TermTrading. You are prohibited from purchasing and then selling any Covered Security at a profit, as well as selling and then repurchasing a Covered Security at a lower price within 60 calendar days. Gains are calculated based on last in, first out method for purposes of this restriction. If you realize profits on short-term trades, you will be
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required to relinquish the profits. In addition, the trade will be recorded as a violation of the Code. Example: You are not permitted to sell a security at $12 that you purchased within the prior 60 days for $10. Similarly, you are not permitted to purchase a security at $10 that you sold within the prior 60 days for $12.
•Spread Bets. You are prohibited from participating in Spread Betting on Securities, indexes, interest rates, currencies, or commodities.
8.3(h) What happens if I make a "short-term trade" in a Vanguard Fund?
Compliance will monitor trading in Vanguard Funds, other than Vanguard ETFs, and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a "short-term trade"). You may be required
to relinquish any profit made on a short-term trade and will be subject to disciplinary action if Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by you or your Immediate Family Members. For purposes of this paragraph:
•A redemption includes a redemption by any means, including an exchange out of a Vanguard Fund.
•This policy does not cover purchases and redemptions/sales (i) into or out of Vanguard money market funds, Vanguard short-term bond funds, or (ii) through an Automatic Investment Program.
Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.
Note: This section applies to transactions in Vanguard Funds other than Vanguard ETFs (e.g., Vanguard mutual funds).
8.3(i) Are there any additional reporting requirements that apply to me?
In addition to the standard reporting requirements set forth in Section 8.1(c), you must also disclose the following:
•Covered Accounts where you exercise Investment Discretion.
•Accounts, 529 college savings plans and annuity or insurance products holding Vanguard Funds.
The information must be updated in MCO no later than ten calendar days after you become a Fund Access Person or joining Vanguard.
QuarterlyTransactions Report Within 30 days of quarter end, you must certify that all transactions effected in Covered Securities during the quarter have been recorded accurately in MCO. If there are no transactions in Covered Securities the report should state "None." You will not be required
to certify if Compliance receives automated or duplicate confirmations and statements. Note: Compliance receives duplicate confirms and statements for all Vanguard accounts.
Annual Holdings Report Within 30 calendar days of receipt, you must certify that all Covered Accounts and Reportable Securities are recorded accurately in MCO.
If you are an Investment Person of Vanguard Investments Hong Kong, Limited (VIHK), the holdings disclosure requirement is semi-annual, including the provision of statements.
Quick Guide: Refer to the Trading and Reporting Requirements for Fund Access Persons, which can be accessed from the Code of Ethics Resource page on CrewNet.
MCO Resource Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO.
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8.4AdditionalTrading Prohibitions and Reporting Requirements for VAI Access Persons
The requirements of this Section 8.4 are in addition to the requirements of Section 8.1 and apply to all transactions or holdings in which a VAI Access Person has, or will acquire, Beneficial Ownership of Securities. To see if you are designated as a VAI Access Person, reference the VAI Access Person Departments list on CrewNet. Note: this designation could apply to Crew Members or Contingent Workers.
8.4(a) Am I required to preclear Security trades?
No. You are not required to preclear transactions in Covered Securities for you and your Immediate Family members.
Quick Guide: Refer to the Trading and Reporting Requirements for VAI Access Persons, which can be accessed from the Code of Ethics Resource page on CrewNet.
8.4(b) Am I required to obtain preclearance before investing in a Private Placement?
Yes. You cannot invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance. You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment. Approval may be granted after a review of the facts and circumstances, including whether:
•An investment in the securities is likely to result in future conflicts with Vanguard Client accounts.
•You are being offered the opportunity due to your employment at, or association with, Vanguard.
If you receive approval to purchase Securities in a Private Placement, you must inform Compliance if that Security goes to public offer or is pending listing on an exchange.
MCO Resource To seek preclearance of a Private Placement complete the Outside Business Activities Form via MCO.
8.4(c) Am I prohibited from engaging in any Securities transactions?
Yes. You are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:
•Initial Public Offerings and Secondary Offerings. You are prohibited from acquiring Securities in an Initial Public Offering or Secondary Offering.
•Short-Selling. You are prohibited from selling short any Security that you do not own or from otherwise engaging in Short-Selling activities.
•Short-TermTrading. You are prohibited from purchasing and then selling any Covered Security at a profit, as well as selling and then repurchasing a Covered Security at a lower price within 60 calendar days. A last-in-first-out accounting methodology will be applied to a series of Security purchases when applying this holding rule. If you realize profits on short- term trades, you will be required to relinquish the profits to The Vanguard Group Foundation (exclusive of commissions). In addition, the trade will be recorded as a violation of the Code.
•Short-term trading on options. You may hold options on a Covered Security until you exercise the options or the options expire. However, you may not otherwise close any open positions within 60 calendar days. If you realize profits on such short-term trades, you must relinquish such profits to The Vanguard Group Foundation (exclusive of commissions). For example:
you would not be permitted to sell a Covered Security at $12 that you purchased within the prior 60 days for $10. Similarly, you would not be permitted to purchase a Covered Security at $10 that you had sold within the prior 60 days
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for $12. Note: These types of transactions can have unintended consequences. For example, your call option could be assigned, causing the underlying Security to be called away within sixty (60) calendar days following the purchase of the Covered Security and will be recorded as a violation of the Code.
8.4(d) What happens if I make a "short-term trade" in a Vanguard Fund?
Compliance will monitor trading in Vanguard Funds, other than Vanguard ETFs, and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a "short-term trade"). You may be required to relinquish any profit made on a short-term trade and will be subject to disciplinary action if Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by the you or your Immediate Family Members. For purposes of this paragraph:
•A redemption includes a redemption by any means, including an exchange out of a Vanguard Fund.
•This policy does not cover purchases and redemptions/sales (i) into or out of Vanguard money market funds, Vanguard short-term bond funds, or (ii) through an Automatic Investment Program.
Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.
Note:This section applies to transactions in Vanguard Funds other than Vanguard ETFs (e.g., Vanguard mutual funds).
8.4(e) Are there any additional reporting requirements that apply to me?
In addition to the standard reporting requirements set forth in Section 8.1(c), you must also disclose the following:
•Covered Accounts where you exercise Investment Discretion.
•Accounts, 529 college savings plans and annuity or insurance products holding Vanguard Funds.
The information must be updated in MCO no later than ten calendar days after you become a VAI Access Person or joining Vanguard.
QuarterlyTransactions Report Within 30 days
of quarter end, you must certify that all transactions effected in Covered Securities during the quarter have been recorded accurately in MCO. If there are no transactions in Covered Securities the report should state "None." You will not be required to certify if Compliance receives automated or duplicate confirmations and statements. Note: Compliance receives duplicate confirms and statements for all Vanguard accounts.
Annual Holdings Report Within 30 calendar days of receipt, you must certify that all Covered Accounts and Reportable Securities are recorded accurately in MCO.
Quick Guide: Refer to the Trading and Reporting Requirements for VAI Access Persons, which can be accessed from the Code of Ethics Resource page on CrewNet.
MCO Resource - Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO.
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8.5AdditionalTrading Prohibitions for Non-U.S. Crew Members
The requirements of this Section 8.5 are in addition to the requirements of Section 8.1 as well as the requirements of Section 8.2, 8.3, or 8.4, as applicable.
8.5(a) What are the additional trading prohibitions?
There are additional trading requirements and restrictions for Crew Members in Australia as well as for Crew Members and Contingent Workers in Japan.
8.5(b) What are the Vanguard Fund reporting requirements in Australia?
You and your Immediate Family Members will be required to disclose Vanguard Fund accounts in MCO but are not required to report transactions in Vanguard Funds to the local Compliance Department. For monitoring purposes, the local Compliance Department will access their records via the transfer agency system maintained at VIA, as required.
Note:Trades in Vanguard ETFs are required to be reported, as these records are not held by VIA.
8.5(c) What are the additional trading restrictions for Japan?
Crew Members and Contingent Workers including their Immediate Family Members are prohibited from activities including, but not limited to engaging in margin transactions, Securities-related derivatives transactions, and specified OTC derivatives transactions on their own account.
8.5(d) What additional information is required to be reported for accounts with third party Investment Discretion?
If you or your Immediate Family Member have an arrangement in place with a third party to manage Securities on a discretionary basis, you must provide a copy of the Discretionary Agreement
Approval request to Compliance in advance of effecting any transactions subject to the agreement.
Web Resource Request and complete a Discretionary Agreement Approval Request Form.
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Certification Requirements
On an annual basis, you must acknowledge that you understand the Code of Ethics and will comply with its provisions.
Section 9. Certification
Requirements
9.1 What am I required to certify initially?
Initial Certification Within 10 calendar days after joining Vanguard, you must certify to Compliance that you have read, understand, and will comply with all applicable requirements of the Code and Code-related policies.
9.2 What am I required to certify annually?
Annual Certification Within 30 calendar days of receipt, you must certify that you have read, understand, and have and will continue to comply with all applicable requirements of the Code and Code-related policies.
Section 10. Penalties and Sanctions
Any violations and potential violations of the Code will be investigated by Compliance or, if necessary, the Global Code of Ethics Committee. Once it has been determined that there was a violation, you will be subject to sanctions, as described below. Compliance will utilize a rolling 24-month period when evaluating whether to sanction a violation. The terms of the Disciplinary Action Policy will also apply.
For violations involving a Contingent Worker, Compliance will consult with a local Human Resource contact (outside the U.S.) or Crew Relations Specialist (inside the U.S.) and the appropriate employer regarding disciplinary action.
10.1How are violations administered by Compliance?
The sanctions program for non-material violations of the Code (e.g., late certification submissions, missed preclearance of a Covered Security, late in providing account confirms/statements, failure to observe the holding period requirements, etc.) and material violations will generally operate as follows:
The process for addressing non-material and material violations will include the following:
•First non-material violation in a rolling 24-month period - Letter of Education. Compliance will send the applicable Crew Member, his or her direct manager, and Human Resources or Crew Relations a summary of the violation.
•Second non-material violation in a rolling 24-month period - Letter of Caution. Compliance will send a letter of caution to the Crew Member and his or her direct manager for both parties to sign and return to Compliance. Compliance will have the direct manager add a first written warning to Workday. Compliance also will notify the Chief Compliance Officer, the Crew Member's direct officer, and Human Resources or Crew Relations.
•Third non-material violation in a rolling 24-month period - Letter of Violation. Compliance will report the violation to the Global Code of Ethics Committee, which will impose an appropriate sanction (e.g., final written warning) if warranted.
•Material violation. Compliance will report the material violation to the Global Code of Ethics Committee, which will impose an appropriate sanction (e.g., final written warning, termination, etc.) in its discretion.
Prior to imposing a sanction or violation for any second, third, or material violation for crew or contingent workers outside the U.S., Compliance will engage Human Resources to ensure that local employment policies/procedures have been appropriately considered.
10.2How is an appropriate sanction determined?
In addition to the foregoing, Compliance may,
as authorized by the Chief Compliance Officer and in consultation with the appropriate local Human Resource contact (outside the U.S.) or Crew Relations Specialist (inside the U.S.), impose sanctions for violations of the Code that are
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considered to be necessary and appropriate under the circumstances and in the best interests of Vanguard and Vanguard Clients.
As mentioned above, certain violations will be reported to the Global Code of Ethics Committee, which will impose sanctions in its discretion. These sanctions, subject to local laws, may include, but are not limited to, one or more of the following: personal trading suspension, profit disgorgement, negative adjustment to performance review and compensation, final written warning, termination of employment or referral to civil or criminal authorities, or any other sanction as may be determined by the Global Code of Ethics Committee in its discretion.
10.3How is the materiality of a violation determined?
Compliance and/or the Committee will consider a variety of factors including, but not limited to, whether there was a violation of law, the frequency of violations, the monetary value of the violation in question, violations that impact a Vanguard Client, or violations that are egregious, malicious, or repetitive in nature.
10.4What are my obligations to report a violation?
You are required to immediately report a violation of the Code to the local Compliance Department once you become aware of a violation.
Section 11. Waivers
The Chief Compliance Officer may grant exceptions to this Code, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that (1) the proposed conduct involves no opportunity for abuse, (2) the proposed conduct does not conflict with Vanguard's interests, and (3) not granting an exception would result in an unfair or unjust outcome.
The Chief Compliance Officer may waive the applicability of the Code for a Contingent
Worker if the Code's requirements are covered through the applicable service provider's contract with Vanguard.
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Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.
Note:AppendicesThis s ction appl es to transactions in Vanguard Funds other than Vanguard ETFs
(e.g., Vanguard mutual funds). As noted above, Investment Persons are prohibited from purchasing and then selling any Vanguard ETF at a profit, as well
asAppendixselling a d then repurchasing a Vanguard ETF at a lower rice within 60Acalendar. days
Definitions
8.2(i) Are there any additional reporting requirements that apply to me?
InAppendixaddition to the standardB. reporting requirements
set forth in Section 8.1(c), you must also disclose
Independent Directors and Trustees
the following:
•Covered Accounts where you exercise Investment Discretion.
•Accounts, 529 college savings plans and annuity or insurance products holding Vanguard Funds.
The information must be updated in MCO no later than ten calendar days after you become an Investment Person or joining Vanguard.
QuarterlyTransactions Report Within 30 days of quarter end, you must certify that all transactions effected in Covered Securities during the quarter have been recorded accurately in MCO. If there are no transactions in Covered Securities the report should state "None." You will not be required
to certify if Compliance receives automated or duplicate confirmations and statements. Note: Compliance receives duplicate confirms and statements for all Vanguard accounts.
Annual Holdings Report Within 30 calendar days of receipt, you must certify that all Covered Accounts and Reportable Securities are recorded accurately in MCO.
If you are an Investment Person of Vanguard Investments Hong Kong, Limited (VIHK), the holdings disclosure requirement is semi-annual, including the provision of statements.
MCO Resource Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO.
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Appendix A. Definitions
The following definitions apply throughout the Code.
Term
Definition
Access Person
Any person designated as an Investment Person, Fund Access Person, or VAI Access Person.
American Depository
A receipt that represents a specific number of shares of a foreign-based corporation held by a
Receipts (ADRs)
U.S. bank and entitles the holder to all dividends and capital gains. Through ADRs, investors can
gain exposure to securities of foreign-based companies while investing in the U.S. instead of in
foreign markets.
Associated Persons
Any person who conducts securities business on behalf of the Vanguard Marketing Corporation
(VMC). This includes all FINRA-licensed Contingent Workers, as well as non-licensed Contingent
Workers who perform certain operational and administrative functions for VMC.
Automatic Investment
A program in which regular periodic purchases (or withdrawals) are made automatically in (or
Program
from) Investment accounts, according to a predetermined schedule and allocation. An Automatic
Investment Program includes a dividend reinvestment plan.
Bankers' Acceptance
A time draft drawn on a commercial bank by a borrower usually in connection with an
international commercial transaction. Bankers' acceptances are usually guaranteed by the bank.
Beneficial Ownership
The opportunity to directly or indirectlythrough any contract, arrangement, understanding,
relationship, or otherwiseshare at any time in any economic interest or profit derived from an
ownership of or a transaction in a Security. You are deemed to have Beneficial Ownership in the
following:
• Any Security owned individually by you.
• Any Security owned by an Immediate Family Member.
• Any Security owned in joint tenancy, as tenants in common, or in other joint ownership
arrangements.
• Any Security in which an Immediate Family Member has Beneficial Ownership if the Security
is held in a Covered Account over which you have decision making authority (for example,
you act as a trustee, executor, or guardian or you provide Investment advice).
• Your interest as a general partner or manager/member in Securities held by a general or
limited partnership or limited liability company.
• Your interest as a member of an investment club or an organization that is formed for the
purpose of investing in a pool of monies or Securities.
• Your ownership of Securities as a trustee of a trust in which either you or an Immediate
Family Member has a vested interest in the principal or income of the trust or your
ownership of a vested interest in a trust.
• Securities owned by a corporation which is directly or indirectly controlled by, or under
common control with, such person.
Bond
A debt obligation issued by a corporation, government, or government agency that entails
repayment of the principal amount of the obligation at a future date, usually with interest.
Bribery
The act of making an illegal payment from one party to another, usually in return for a legal or
financial favor.
Brokerage Account
Any account where you can transact in Securities, including Automatic Investment Programs,
employee stock purchase programs, and employee stock option programs.
Certificate of Deposit
An insured, interest-bearing deposit at a bank that requires the depositor to keep the money
(CD)
invested for a specified period.
Closed-End Fund
A fund that offers a fixed number of shares. The fixed number of shares outstanding are offered
during an initial subscription period, similar to an initial public offering. After the subscription
period is closed, the shares are traded on an exchange between investors, like a stock.
Commercial Paper
A promissory note issued by a company in need of short-term financing.
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Contingent Workers
A Contingent Worker is a broad term that refers to any person providing services to Vanguard
who Vanguard has not designated as a Crew Member.
Contingent Workers generally include individuals performing services for or on behalf of Vanguard
through staffing firms, consulting firms, service providers, and as independent contractors, other
than those who work for an independent organization with expertise in a specific function that is
peripheral to Vanguard's core business (e.g., security, landscaping, and food services).
Note: Compliance may waive the applicability of the Code for a Contingent Worker if Compliance
deems the Code's requirements are covered through their service provider's contract with
Vanguard.
Contract for Difference
A contract between two parties, typically described as buyer and seller, stipulating that the seller
(CFD)
will pay the difference between the current value of an asset and its value at contract time. (If the
difference is negative, then the buyer pays instead of the seller.)
Corporate Action
A corporate action is any activity by an issuer that can change its shareholders' ownership.
Examples include mergers, stock splits, dividends, Rights issues, etc.
Covered Account
A Vanguard Fund account, a Brokerage Account, and any other type of account that holds, or is
capable of holding, Reportable Securities.
Covered Security
Any Security, other than (i) Direct Obligations of a Government; (ii) Bankers' Acceptances,
Certificates of Deposit (CD), Commercial Paper, and High-Quality Short-Term Debt Instruments,
including Repurchase Agreements; (iii) shares issued by Open-End Funds (although for
European subsidiaries, this is limited to UCITS schemes, a non-UCITS retail scheme, or another
fund subject to supervision under the law of an European Economic Area (EEA) state which is an
index fund or which requires an equivalent level of risk spreading in their assets); (iv) life policies;
(v) exchange-traded funds and exchange-traded notes, and (vi) Digital Security Tokens.
Crew Member
All employees, officers, directors, and trustees of Vanguard or a Vanguard Fund.
Crowdfunding
The use of small amounts of capital from a large number of individuals to finance a new business
venture. This is an evolving method of raising capital, typically done through the Internet.
Crypto Mining
The act of running or facilitating any computational process for purposes of receiving
compensation in the form of a Digital Currency, Digital Utility Token, or Digital Security Token.
Crypto Mining may be done either directly or indirectly. Indirect Crypto Mining involves any
investment or participation in a venture that engages in direct Crypto Mining.
Debenture
An unsecured debt obligation backed only by the general credit of the borrower.
Direct Obligations of a
A debt that is backed by the full taxing power of any government. These Securities are generally
Government
considered to be of the very highest quality.
Digital Currency
A digital asset that: (1) serves solely as a store of value, a medium of exchange, or a unit of
account; (2) is not issued or guaranteed by any jurisdiction, central bank, or public authority,; (3)
relies on algorithmic techniques to regulate the generation of new units of the digital asset; and
(4) has transactions involving the digital asset recorded on a decentralized network or distributed
ledger (e.g., blockchain). A Digital Currency is distinguishable from a Digital Security Token or a
Digital Utility Token.
Digital UtilityToken
A digital asset that (1) provides access to a particular network, product, or service; (2) derives its
value primarily from providing access to a particular network, product, or service; and (3) does not
function as a Digital Currency or Digital Security Token.
Digital SecurityToken
Any digital asset that is not a Digital Currency or Digital Utility Token. In general, a Digital Security
Token may: (1) derive its value primarily from, or represent an interest in a separate asset or pool
of assets; or (2) represent an interest an enterprise or venture. A Digital Security Token may
provide owners or holders with voting rights, rights to distributions, or other rights associated
with ownership. Digital Security Tokens are generally held for speculative investment purposes
and not to provide holders with access to a particular network, product, or service. Digital
Security Tokens, like other investments, are generally not used as a medium of exchange.
Note: Whether or not an asset is a Digital Security Token depends on specific facts and
circumstances. Merely referring to an asset as a Digital Currency or Digital Utility Token does not
prevent the asset from being a Digital Security Token. Furthermore, an asset may be a Digital
Security Token even if it has some purported utility. Please contact Compliance if you have any
questions regarding whether an asset is a Digital Security Token
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Short-Selling
The sale of a Security that the investor does not own to take advantage of an anticipated decline
in the price of the Security. To sell short, the investor must borrow the Security from a broker to
make delivery to the buyer.
Spread-Betting
A way of trading that enables you to profit from movements in a wide range of markets from
Shares to currencies, including foreign currencies and Digital Currencies (e.g., Bitcoin),
commodities, and interest rates. Spread betting allows you to trade on whether the price quoted
for these financial instruments will go up or down.
Stock
A Security that represents part ownership, or equity, in a corporation. Each share of stock is a
proportional stake in the corporation's assets and profits, some of which could be paid out as
dividends.
Undertakings ForThe
A regulatory framework of the European Commission that creates a harmonized regime
Collective Investment Of
throughout Europe for the management and sale of mutual funds. UCITS funds can be
Transferable Securities
registered in Europe and sold to investors worldwide using unified regulatory and investor
(UCITS)
protection requirements.
Unit InvestmentTrust
An SEC-registered Investment company that purchases a fixed, unmanaged portfolio of
(UIT)
income-producing Securities and then sells shares in the trust to investors, usually in units
of at least $1,000.
Vanguard
The Vanguard Group, Inc. (VGI) and any Vanguard Affiliate.
Vanguard Advisers, Inc.
Any VAI officer, as well as anyone who is involved in making Securities recommendations to VAI
(VAI) Access Person
clients, or has significant levels of interaction or dealings with VAI clients for the purposes of
providing VAI services to clients. Compliance will designate VAI Access Persons individually or
by department number. For a list of VAI Access Person departments, please see the VAI Access
Person Departments list on CrewNet.
Vanguard Affiliates
Any direct or indirect subsidiary of VGI.
Vanguard Clients
The clients of VGI, or any of the International Subsidiaries, and investors in the Vanguard Funds,
including the Vanguard Funds themselves.
Vanguard ETFs
Exchange-traded funds (ETFs) sponsored or managed by Vanguard. Vanguard ETFs issue shares
that can be bought or sold throughout the day in the secondary market at a market-determined
price. A Vanguard ETF may operate as a share class of a Vanguard Fund or as a standalone
investment pool.
Vanguard Funds
Vanguard mutual funds, Vanguard ETFs, and any other accounts sponsored or managed by
Vanguard. This includes, but is not limited to, separately managed accounts and collective trusts.
Vanguard Officers
Those Vanguard Crew Members at a Principal level position or higher.
Warrant
An entitlement to purchase a certain amount of common Stock at a set price (usually higher than
the current price) during an extended period of time. Usually issued with a fixed-income security
to enhance its marketability, a Warrant can be transferred, traded, or exercised by the holder.
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Appendix B. Independent Directors and Trustees
Independent Directors and Trustees are required to report Securities transactions to Compliance only when a transaction is completed within 15 days of a security being purchased or sold by a Vanguard Fund and the Independent Director/Trustee had knowledge (or should have had knowledge) of the transaction.
Additionally, the following Sections of the Code are applicable to Independent Directors and Trustees:
Sections
Section 2 Standards of Conduct (excludes the reporting requirements for conflicts of interest) Section 5 Anti-Bribery Policy
Section 6 Antitrust and Competition Policy Section 7 Duty of Confidentiality
Section 8 Personal Trading Activities 8.1(a) (excludes bullet 6)
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Do the right thing
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