|
|
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 $5,000,000)
|
$25
|
|
|
Management Fees
|
[ ]
%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
[ ]
%
|
Total Annual Fund Operating Expenses
|
[ ]
%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
|
Total Return
|
Quarter
|
Highest
|
[ ]
|
|
Lowest
|
[ ]
|
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Extended Market Index Fund Investor Shares
|
|
|
|
Return Before Taxes
|
[ ]
|
[ ]
|
[ ]
|
Return After Taxes on Distributions
|
[ ]
|
[ ]
|
[ ]
|
Return After Taxes on Distributions and Sale of Fund Shares
|
[ ]
|
[ ]
|
[ ]
|
Standard & Poor's Completion Index
(reflects no deduction for fees, expenses, or taxes)
|
[ ]
|
[ ]
|
[ ]
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
(reflects no deduction for fees, expenses, or taxes)
|
[ ]
|
[ ]
|
[ ]
|
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 Extended Market Index Fund
Investor Shares' expense ratio would be: 0.xx%, or $x.x0 per $1,000 of
average net assets.
|
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
|
Vanguard 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. 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.
|
Web
|
|
Vanguard.com
|
For the most complete source of Vanguard news
For fund, account, and service information
For most account transactions
For literature requests
24 hours a day, 7 days a week
|
Phone
|
|
Investor Information 800-662-7447
(Text telephone for people with
hearing impairment at 800-749-7273)
|
For fund and service information
For literature requests
|
Client Services 800-662-2739
(Text telephone for people with
hearing impairment at 800-749-7273)
|
For account information
For most account transactions
|
Participant Services 800-523-1188
(Text telephone for people with
hearing impairment at 800-749-7273)
|
For information and services for participants in
employer-sponsored plans
|
Institutional Division
888-809-8102
|
For information and services for large institutional
investors
|
Financial Advisor and Intermediary
Sales Support 800-997-2798
|
For information and services for financial intermediaries
including financial advisors, broker-dealers, trust
institutions, and insurance companies
|
Financial Advisory and Intermediary
Trading Support 800-669-0498
|
For account information and trading support for
financial intermediaries including financial advisors,
broker-dealers, trust institutions, and insurance
companies
|
Vanguard Fund
|
Inception
Date1
|
Newspaper
Abbreviation
|
Vanguard
Fund Number
|
CUSIP
Number
|
Vanguard Extended Market Index Fund
|
||||
Investor Shares
|
12/21/1987
|
Extnd
|
98
|
xx
|
|
|
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 $5,000,000)
|
$25
|
|
|
Management Fees
|
[ ]
%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
[ ]
%
|
Total Annual Fund Operating Expenses
|
[ ]
%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
|
Total Return
|
Quarter
|
Highest
|
[ ]
|
|
Lowest
|
[ ]
|
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Extended Market Index Fund Admiral Shares
|
|
|
|
Return Before Taxes
|
[ ]
|
[ ]
|
[ ]
|
Return After Taxes on Distributions
|
[ ]
|
[ ]
|
[ ]
|
Return After Taxes on Distributions and Sale of Fund Shares
|
[ ]
|
[ ]
|
[ ]
|
Standard & Poor's Completion Index
(reflects no deduction for fees, expenses, or taxes)
|
[ ]
|
[ ]
|
[ ]
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
(reflects no deduction for fees, expenses, or taxes)
|
[ ]
|
[ ]
|
[ ]
|
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 Extended Market Index Fund
Admiral Shares' expense ratio would be: 0.xx%, or $x.x0 per $1,000 of
average net assets.
|
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
|
Vanguard 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. 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.
|
Web
|
|
Vanguard.com
|
For the most complete source of Vanguard news
For fund, account, and service information
For most account transactions
For literature requests
24 hours a day, 7 days a week
|
Phone
|
|
Investor Information 800-662-7447
(Text telephone for people with
hearing impairment at 800-749-7273)
|
For fund and service information
For literature requests
|
Client Services 800-662-2739
(Text telephone for people with
hearing impairment at 800-749-7273)
|
For account information
For most account transactions
|
Participant Services 800-523-1188
(Text telephone for people with
hearing impairment at 800-749-7273)
|
For information and services for participants in
employer-sponsored plans
|
Institutional Division
888-809-8102
|
For information and services for large institutional
investors
|
Financial Advisor and Intermediary
Sales Support 800-997-2798
|
For information and services for financial intermediaries
including financial advisors, broker-dealers, trust
institutions, and insurance companies
|
Financial Advisory and Intermediary
Trading Support 800-669-0498
|
For account information and trading support for
financial intermediaries including financial advisors,
broker-dealers, trust institutions, and insurance
companies
|
Vanguard Fund
|
Inception
Date1
|
Newspaper
Abbreviation
|
Vanguard
Fund Number
|
CUSIP
Number
|
Vanguard Extended Market Index Fund
|
||||
Admiral Shares
|
11/13/2000
|
ExtndAdml
|
598
|
xx
|
|
Institutional Shares
|
Institutional Plus Shares
|
Sales Charge (Load) Imposed on Purchases
|
None
|
None
|
Purchase Fee
|
None
|
None
|
Sales Charge (Load) Imposed on Reinvested
Dividends
|
None
|
None
|
Redemption Fee
|
None
|
None
|
|
Institutional Shares
|
Institutional Plus Shares
|
Management Fees
|
[ ]
%
|
[ ]%
|
12b-1 Distribution Fee
|
None
|
None
|
Other Expenses
|
[ ]
%
|
[ ]%
|
Total Annual Fund Operating Expenses
|
[ ]
%
|
[ ]%
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Institutional Shares
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
Institutional Plus Shares
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
|
Total Return
|
Quarter
|
Highest
|
[ ]
|
|
Lowest
|
[ ]
|
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Extended Market Index Fund Institutional Shares
|
|
|
|
Return Before Taxes
|
[ ]
|
[ ]
|
[ ]
|
Return After Taxes on Distributions
|
[ ]
|
[ ]
|
[ ]
|
Return After Taxes on Distributions and Sale of Fund Shares
|
[ ]
|
[ ]
|
[ ]
|
Vanguard Extended Market Index Fund Institutional
Plus Shares
|
|
|
|
Return Before Taxes
|
[ ]
|
[ ]
|
[ ]
|
Standard & Poor's Completion Index
(reflects no deduction for fees, expenses, or taxes)
|
[ ]
|
[ ]
|
[ ]
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
(reflects no deduction for fees, expenses, or taxes)
|
[ ]
|
[ ]
|
[ ]
|
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 Extended Market Index Fund
Institutional Shares' expense ratio would be: 0.xx%, or $x.x0 per $1,000 of
average net assets.
|
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
|
Vanguard 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. 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.
|
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
|
Vanguard Fund
|
Inception
Date1
|
Newspaper
Abbreviation
|
Vanguard
Fund Number
|
CUSIP
Number
|
Vanguard Extended Market Index Fund
|
||||
Institutional Shares
|
7/7/1997
|
ExtndInst
|
856
|
xx
|
Institutional Plus Shares
|
1/14/2011
|
ExtndIstPl
|
1860
|
xx
|
|
|
Sales Charge (Load) Imposed on Purchases
|
None
|
Purchase Fee
|
None
|
Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
Redemption Fee
|
None
|
|
|
Management Fees
|
[ ]
%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
[ ]
%
|
Total Annual Fund Operating Expenses
|
[ ]
%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
|
1 Year
|
5 Years
|
Since
Fund
Inception
|
Fund
Inception
Date
|
Vanguard Extended Market Index Fund
Institutional Select Shares
|
|
|
|
6/27/2016
|
Return Before Taxes
|
[ ]
|
[ ]
|
[ ]
|
|
Return After Taxes on Distributions
|
[ ]
|
[ ]
|
[ ]
|
|
Return After Taxes on Distributions and Sale of
Fund Shares
|
[ ]
|
[ ]
|
[ ]
|
|
Standard & Poor's Completion Index
(reflects no deduction for fees, expenses,
or taxes)
|
[ ]
|
[ ]
|
[ ]
|
|
Dow Jones U.S. Total Stock Market Float
Adjusted Index
(reflects no deduction for fees, expenses,
or taxes)
|
[ ]
|
[ ]
|
[ ]
|
|
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 Extended Market Index Fund
Investor Shares' expense ratio would be: 0.xx%, or $x.x0 per $1,000 of
average net assets.
|
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
|
Vanguard 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.
|
Plain Talk About Buying a Dividend
|
Unless you are investing through a tax-advantaged account (such a
401(k) 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.
|
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
|
Vanguard Fund
|
Inception
Date1
|
Newspaper
Abbreviation
|
Vanguard
Fund Number
|
CUSIP
Number
|
Vanguard Extended Market Index Fund
|
||||
Institutional Select
Shares
|
6/27/2016
(Institutional Shares
7/7/1997)
|
VanExMtIxInsSel
|
1898
|
xxx
|
|
|
Transaction Fee on Purchases and Sales
|
None*
|
Transaction Fee on Reinvested Dividends
|
None*
|
Transaction Fee on Conversion to ETF Shares
|
None*
|
|
|
Management Fees
|
[ ]
%
|
12b-1 Distribution Fee
|
None
|
Other Expenses
|
[ ]
%
|
Total Annual Fund Operating Expenses
|
[ ]
%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
|
1 Year
|
5 Years
|
10 Years
|
Vanguard Extended Market Index Fund ETF Shares
|
|
|
|
Based on NAV
|
|
|
|
Return Before Taxes
|
[ ]
|
[ ]
|
[ ]
|
Return After Taxes on Distributions
|
[ ]
|
[ ]
|
[ ]
|
Return After Taxes on Distributions and Sale of Fund Shares
|
[ ]
|
[ ]
|
[ ]
|
Based on Market Price
|
|
|
|
Return Before Taxes
|
[ ]
|
[ ]
|
[ ]
|
Standard & Poor's Completion Index
(reflects no deduction for fees, expenses, or taxes)
|
[ ]
|
[ ]
|
[ ]
|
Dow Jones U.S. Total Stock Market Float Adjusted Index
(reflects no deduction for fees, expenses, or taxes)
|
[ ]
|
[ ]
|
[ ]
|
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 Extended Market Index Fund ETF Shares'
expense ratio would be: 0.xx%, or $x.x0 per $1,000 of average net assets.
|
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.
|
Plain Talk About Vanguard’s Unique Corporate Structure
|
Vanguard 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.
|
Vanguard Fund
|
Inception Date1
|
Vanguard
Fund
Number
|
CUSIP
Number
|
Vanguard Extended Market Index
Fund
|
|
|
|
ETF Shares
|
12/27/2001
(Investor Shares—12/21/1987)
|
965
|
xx
|
B-1
|
|
B-4
|
|
B-5
|
|
B-21
|
|
B-22
|
|
B-23
|
|
B-36
|
|
B-37
|
|
B-38
|
|
B-39
|
|
B-46
|
|
B-46
|
|
|
|
Share Classes1
|
|
|
|
Vanguard Fund2
|
Investor
|
Admiral
|
Institutional
|
Institutional
Plus
|
Institutional
Select
|
ETF
|
Vanguard Extended Market Index Fund
|
VEXMX
|
VEXAX
|
VIEIX
|
VEMPX
|
VSEMX
|
VXF3
|
Vanguard Institutional Index Fund
|
—
|
—
|
VINIX
|
VIIIX
|
—
|
—
|
Vanguard Institutional Total Stock Market Index Fund
|
—
|
—
|
VITNX
|
VITPX
|
—
|
—
|
Name, Year of Birth
|
Position(s)
Held With Fund
|
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. Trustee and vice chair of The Shipley
School. Member of the board of governors of the
Investment Company Institute and of FINRA.
|
205
|
1 Mr. Buckley is considered an “interested person” as defined in the 1940 Act because he is an officer of the Trust.
|
||||
Independent Trustees
|
|
|
|
|
Tara Bunch
(1962)
|
Trustee
|
November 2021
|
Head of Global Operations at Airbnb (2020–present).
Vice President of AppleCare (2012–2020). Member of
the board of Out & Equal, the University of California,
Berkeley School of Engineering, and Santa Clara
University’s School of Business.
|
205
|
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. Member of the
board of directors of the University of Rochester
Medical Center, the Monroe Community College
Foundation, the United Way of Rochester, North
Carolina A&T University, Roberts Wesleyan College,
and the Rochester Philharmonic Orchestra. Trustee of
the University of Rochester.
|
205
|
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). Director of the V
Foundation. Member of the advisory council for the
College of Arts and Letters at the University of Notre
Dame. Chairman of the board of Saint Anselm College.
|
205
|
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.
|
205
|
Scott C. Malpass
(1962)
|
Trustee
|
March 2012
|
Chief investment officer and vice president of the
University of Notre Dame (retired 2020). Chair of the
board of Catholic Investment Services, Inc.
(investment advisors). Member of the board of
superintendence of the Institute for the Works of
Religion. Member of the Notre Dame 403(b)
Investment Committee and the board of directors of
Paxos Trust Company (finance).
|
205
|
Name, Year of Birth
|
Position(s)
Held With Fund
|
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
|
Deanna Mulligan
(1963)
|
Trustee
|
January 2018
|
Chief executive officer of Purposeful (2021–present).
Board chair (2020), 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. Director of DuPont.
Member of the board of the Economic Club of New
York. Trustee of the Partnership for New York City
(business leadership), the Chief Executives for
Corporate Purpose, and the New York-Presbyterian
Hospital.
|
205
|
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 partner of
HighVista Strategies LLC (private investment firm).
Board member of RIT Capital Partners (investment
firm).
|
205
|
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. Colin W. Brown Distinguished Professor of
the Practice, Duke Law School (2021–present);
Rubenstein Fellow, Duke University (2017–2020);
Distinguished Fellow of the Global Financial Markets
Center, Duke Law School (2020–2022); and Senior
Fellow, Duke Center on Risk (2020–present). Partner of
Kaya Corporation Ltd. (climate policy advisory
services). Member of the board of directors of Arcadia
Corporation (energy solution technology).
|
205
|
Grant Reid
(1959)
|
Trustee
|
July 2023
|
Chief executive officer and president (2014–2022) and
member of the board of directors (2015–2022) of
Mars, Incorporated (multinational manufacturer).
Member of the board of directors of Marriott
International, Inc. Chair of Agribusiness Task Force,
Sustainable Markets Initiative.
|
205
|
David Thomas
(1956)
|
Trustee
|
July 2021
|
President of Morehouse College (2018–present).
Professor of Business Administration Emeritus at
Harvard University (2017–2018) and Dean (2011–2016)
and Professor of Management at Georgetown
University, McDonough School of Business
(2016–2017). Director of DTE Energy Company.
Trustee of Common Fund.
|
205
|
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). Member of the BMW
Group Mobility Council.
|
205
|
Executive Officers
|
|
|
|
|
Jacqueline Angell
(1974)
|
Chief
Compliance
Officer
|
November 2022
|
Principal of Vanguard. Chief compliance officer
(November 2022–present) of Vanguard and of each of
the investment companies served by Vanguard. Chief
compliance officer (2018–2022) and deputy chief
compliance officer (2017–2019) of State Street.
|
205
|
Name, Year of Birth
|
Position(s)
Held With Fund
|
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
|
Christine M. Buchanan
(1970)
|
Chief Financial
Officer
|
November 2017
|
Principal of Vanguard. Chief financial officer
(2021–present) and treasurer (2017–2021) of each of
the investment companies served by Vanguard.
Partner (2005–2017) at KPMG (audit, tax, and advisory
services).
|
205
|
John Galloway
(1973)
|
Investment
Stewardship
Officer
|
September 2020
|
Principal of Vanguard. Investment stewardship officer
(2020–present) of each of the investment companies
served by Vanguard. Head of Investor Advocacy
(2020–present) and head of Marketing Strategy and
Planning (2017–2020) at Vanguard. Special Assistant to
the President of the United States (2015).
|
205
|
Ashley Grim
(1984)
|
Treasurer
|
February 2022
|
Treasurer (February 2022–present) of each of the
investment companies served by Vanguard. Fund
transfer agent controller (2019–2022) and director of
Audit Services (2017–2019) at Vanguard. Senior
manager (2015–2017) at PriceWaterhouseCoopers
(audit and assurance, consulting, and tax services).
|
205
|
Jodi Miller
(1980)
|
Finance Director
|
September
2022
|
Principal of Vanguard. Finance director (2022–present)
of each of the investment companies served by
Vanguard. Head of Enterprise Investment Services
(2020–present), Head of Retail Client Services &
Operations (2020–2022), and Head of Retail Strategic
Support (2018–2020) at Vanguard.
|
205
|
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.
Non-executive director of the board of National Grid
(energy).
|
205
|
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.
|
205
|
(a)
|
Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, to be filed by amendment.
|
(b)
|
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, The Vanguard Group, Inc., provides investment advisory services to the Funds
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 Bank of New York Mellon, filed with Post-Effective Amendment No. 78, dated April 29,
2022, is hereby incorporated by reference. For State Street Bank and Trust Company, is filed herewith. For
JPMorgan Chase Bank, N.A., to be filed by amendment.
|
(h)
|
Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed with Post-Effective
Amendment No. 75 dated April 28, 2020, and Form of Fund of Funds Investment Agreement, filed with
Post-Effective Amendment No. 78 dated April 29, 2022, are hereby incorporated by reference. Form of Agreement
and Plan of Reorganization and Form of Authorized Participant Agreement, are filed herewith. Form of Tax Opinion,
to be filed by amendment.
|
(i)
|
Legal Opinion, to be filed by amendment.
|
(j)
|
Other Opinions, Consent of Independent Registered Public Accounting Firm, to be filed by amendment.
|
(k)
|
Omitted Financial Statements, not applicable.
|
(l)
|
Initial Capital Agreements, not applicable.
|
(m)
|
Rule 12b-1 Plan, not applicable.
|
(n)
|
Rule 18f-3 Plan, is filed herewith. Rule 18f-3 Plan, to be filed by amendment.
|
(o)
|
Reserved.
|
(p)
|
Code of Ethics, for The Vanguard Group, Inc., filed with Post-Effective Amendment No. 79, dated April 28, 2023, is
hereby incorporated by reference.
|
(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
|
Matthew J. Benchener
|
Vice President and Chief Executive Officer
Designee
|
None
|
Karin A. Risi
|
Vice President
|
None
|
Thomas M. Rampulla
|
Vice President
|
None
|
Michael Rollings
|
Vice President
|
Finance Director
|
John Bisordi
|
General Counsel and Vice President
|
None
|
Tara Buckley
|
Vice President and Assistant Secretary
|
None
|
Matthew C. Brancato
|
Vice President
|
None
|
Mortimer J. Buckley
|
President
|
Chief Executive Officer and President
|
Beth Morales Singh
|
Secretary
|
None
|
Erica Green
|
Chief Compliance Officer
|
None
|
Sarah Green
|
Anti-Money Laundering Officer
|
None
|
Nitin Tandon
|
Chief Information Officer
|
None
|
Manish Nagar
|
Chief Information Security Officer
|
None
|
Salvatore L. Pantalone
|
Principal Financial Officer and Treasurer
|
None
|
Matthew Tretter
|
Principal Operations Officer
|
None
|
Danielle Corey
|
Annuity and Insurance Officer
|
None
|
Jeff Seglem
|
Annuity and Insurance Officer
|
None
|
Barbara Bock
|
Controller
|
None
|
Jason Botzler
|
Vice President
|
None
|
Jon Cleborne
|
Vice President
|
None
|
Kaitlyn Holmes
|
Vice President
|
None
|
Andrew Kadjeski
|
Vice President
|
None
|
Amy M. Laursen
|
Vice President
|
None
|
Paul M. Jakubowski
|
Vice President
|
None
|
John James
|
Vice President
|
None
|
James D. Martielli
|
Vice President
|
None
|
Name
|
Positions and Office with Underwriter
|
Positions and Office with Funds
|
Armond E. Mosley
|
Vice President
|
None
|
David Petty
|
Vice President
|
None
|
David MacBride
|
Vice President
|
None
|
Massy Williams
|
Vice President
|
None
|
Jacob Buttery
|
Assistant Secretary
|
None
|
Janelle McDonald
|
Vice President
|
None
|
Parks Strobridge
|
Vice President
|
None
|
(c)
|
Not applicable.
|
Signature
|
Title
|
Date
|
/s/ Mortimer J. Buckley*
Mortimer J. Buckley
|
Chairman and Chief Executive Officer
|
July 21, 2023
|
/s/ Tara Bunch*
Tara Bunch
|
Trustee
|
July 21, 2023
|
/s/ Emerson U. Fullwood*
Emerson U. Fullwood
|
Trustee
|
July 21, 2023
|
/s/ F. Joseph Loughrey*
F. Joseph Loughrey
|
Trustee
|
July 21, 2023
|
/s/ Mark Loughridge*
Mark Loughridge
|
Trustee
|
July 21, 2023
|
/s/ Scott C. Malpass*
Scott C. Malpass
|
Trustee
|
July 21, 2023
|
/s/ Deanna Mulligan*
Deanna Mulligan
|
Trustee
|
July 21, 2023
|
/s/ André F. Perold*
André F. Perold
|
Trustee
|
July 21, 2023
|
/s/ Sarah Bloom Raskin*
Sarah Bloom Raskin
|
Trustee
|
July 21, 2023
|
/s/ Grant Reid*
Grant Reid
|
Trustee
|
July 21, 2023
|
/s/ David Thomas*
David Thomas
|
Trustee
|
July 21, 2023
|
/s/ Peter F. Volanakis*
Peter F. Volanakis
|
Trustee
|
July 21, 2023
|
/s/ Christine Buchanan*
Christine Buchanan
|
Chief Financial Officer
|
July 21, 2023
|
FORM OF Agreement and Plan of Reorganization
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this _____ day of _____, 2023, by and among Vanguard Index Funds (the “Acquired Fund Trust”), a Delaware statutory trust with its principal place of business at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, on behalf of its series identified in Exhibit A below (each and “Acquired Fund”) and Vanguard Montgomery Funds, Vanguard Tax-Managed Funds, Vanguard Institutional Index Funds, Vanguard Bond Index Funds, and Vanguard Valley Forge Funds (each an “Acquiring Fund Trust,” collectively the “Acquiring Fund Trusts” and together with the Acquired Fund Trust, the “Trusts”), each a Delaware statutory trust with its principal place of business at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, on behalf of its series identified in Exhibit A below (each and “Acquiring Fund”). Each Acquired Fund and Acquiring Fund may be referred to as a “Fund” and together the “Funds.”
This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”). Each reorganization (a “Reorganization”) will consist of (i) the transfer of all of the assets of each Acquired Fund listed in Exhibit A below to its corresponding Acquiring Fund listed in Exhibit A below, in exchange solely for the corresponding shares of beneficial interest of the Acquiring Fund listed in Exhibit A below (the “Acquiring Fund Shares”); (ii) the assumption by an Acquiring Fund of the liabilities of its corresponding Acquired Fund; and (iii) the distribution of the Acquiring Fund Shares to the shareholders of an Acquired Fund in complete liquidation of an Acquired Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement.
The reorganization of each Acquired Fund and applicable share class into its corresponding Acquiring Fund and applicable share class identified in Exhibit A below is separate and independent of the other reorganizations listed in Exhibit A below. This Agreement provides for multiple Reorganizations and each Reorganization between an Acquired Fund and its corresponding Acquiring Fund shall be treated as if it had been the subject of a separate agreement. References to the “Reorganization” in this Agreement should be read as referring to each reorganization individually.
WHEREAS, the Acquired Fund Trust is an open-end, management investment company registered under the Investment Company Act of 1940 (the “1940 Act”) and each Acquired Fund owns securities that are assets of the character in which its corresponding Acquiring Fund is permitted to invest;
WHEREAS, each Acquiring Fund Trust is an open-end management investment company registered under the 1940 Act;
WHEREAS, each Acquired Fund and its corresponding Acquiring Fund qualifies or will qualify at the time of Closing (as defined below) as a “regulated investment company” under Subchapter M of the Code;
WHEREAS, the Board of Trustees of an Acquiring Fund Trust has (i) determined that the exchange of all of the assets of an Acquired Fund for the Acquiring Fund Shares and the assumption of the liabilities of an Acquired Fund by its corresponding Acquiring Fund is in the best interests of an Acquiring Fund and that the interests of the existing shareholders of an Acquiring Fund would not be diluted as a result of this transaction and (ii) determined that the Reorganization is advisable;
WHEREAS, the Board of Trustees of the Acquired Fund Trust has (i) determined that the exchange of all of the assets of each Acquired Fund for Acquiring Fund Shares and the assumption of the liabilities of an Acquired Fund by its corresponding Acquiring Fund is in the best interests of the Acquired Fund and that the interests of the existing shareholders of such Acquired Fund would not be diluted as a result of this transaction, and (ii) determined that each Reorganization is advisable;
WHEREAS, the purpose of each Reorganization is to combine the assets of an Acquiring Fund with those of its corresponding Acquired Fund;
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:
1. TRANSFER OF ASSETS OF AN ACQUIRED FUND TO ITS CORRESPONDING ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES, THE ASSUMPTION OF AN ACQUIRED FUND’S LIABILITIES, AND THE LIQUIDATION OF AN ACQUIRED FUND
1.1. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund Trust on behalf of each Acquired Fund agrees to transfer all of the Acquired Fund’s assets as set forth in paragraph 1.2 to its corresponding Acquiring Fund and each Acquiring Fund Trust on behalf of the corresponding Acquiring Fund agrees in exchange therefor (i) to deliver to the Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares (rounded to the third decimal place), determined in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume the liabilities of the corresponding Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 3.1 (the “Closing”).
1.2. The assets of each Acquired Fund to be acquired by an Acquiring Fund shall consist of all property, including without limitation, all cash, securities, commodities and futures interests, other financial instruments, accrued amortization and accretion, receivables (including interest and dividend receivables), claims and rights of action, and rights to register shares under applicable securities laws, which are owned by an Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of an Acquired Fund on the closing date provided in paragraph 3.1 (the “Closing Date”).
1.3. Each Acquired Fund will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. An Acquiring Fund shall assume all liabilities, expenses, costs, charges, and reserves (expected to include expenses incurred in the ordinary course of an Acquired Fund’s operations, such as accounts payable relating to custodian and transfer agency fees, legal and audit fees, and expenses of state securities registration of the Acquired Fund’s shares) of an Acquired Fund.
1.4. Immediately after the transfer of assets provided for in paragraph 1.1, each Acquired Fund will distribute pro rata to corresponding Acquired Fund’s shareholders of record, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund’s Shareholders”), the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1 and will redeem the Acquired Fund shares and be abolished in accordance with the Acquired Fund Trust’s Declaration of Trust and applicable law. Such distribution will be accomplished by the transfer of the Acquiring Fund Shares then-credited to the accounts of an Acquired Fund on the books of an Acquiring Fund to open accounts on the share records of an Acquiring Fund in the names of an Acquired Fund’s Shareholders. The aggregate net asset value of Acquiring Fund Shares to be so credited to an Acquired Fund’s Shareholders shall be equal to the aggregate net asset value of all the Acquired Fund’s shares owned by such shareholders as of immediately after the close of business on the Closing Date. Upon redemption, the outstanding shares of an Acquired Fund will simultaneously be canceled on the books of an Acquired Fund, although share certificates representing interests in an Acquired Fund will represent a number of Acquiring Fund Shares after the Closing Date as determined in accordance with paragraph 2.3. An Acquiring Fund will not issue certificates representing the Acquiring Fund Shares in connection with such exchange.
1.5. Ownership of Acquiring Fund Shares will be shown on the books of an Acquiring Fund. An Acquiring Fund Shares will be issued in the manner described in an Acquiring Fund’s then-current prospectus and Statement of Additional Information.
1.6. Any reporting responsibility of an Acquired Fund including (but not limited to) the responsibility for any periods ending on or before the Closing Date for filing of regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the “Commission”), any state securities or any other relevant regulatory authority, is and shall remain the responsibility of an Acquired Fund.
1.7. Each Acquiring Fund Trust on behalf of its Acquiring Fund shall take all actions expressed herein as being the obligations of an Acquiring Fund. The Acquired Fund Trust on behalf of each Acquired Fund shall take all actions expressed herein as being the obligations of an Acquired Fund.
2. VALUATION
2.1. The value of an Acquired Fund’s assets to be acquired by an Acquiring Fund hereunder shall be the value of such assets computed as of the close of regular trading on the New York Stock Exchange on the Closing Date (such time and date being hereinafter called the “Valuation Date”), using the valuation procedures set forth in the Acquired Fund Trust’s Declaration of Trust and an Acquired Fund’s then-current prospectus or Statement of Additional Information.
2.2. The net asset value per share of each class of the Acquiring Fund Shares issued in connection with a Reorganization shall be the net asset value per share of the corresponding class of the Acquired Fund computed as of immediately after the close of regular trading on the New York Stock Exchange on the Valuation Date, using the valuation procedures set forth in the Acquiring Trust’s Declaration of Trust and then-current prospectus or Statement of Additional Information.
2.3. The number of shares of each class of the Acquiring Fund (including fractional shares, if any) issued in exchange for the Acquired Fund’s assets shall equal the number of shares of the corresponding class and be determined by dividing the value of the net assets of the Acquired Fund determined using the same valuation procedures referred to in paragraph 2.1 by the net asset value of an Acquiring Fund Share determined in accordance with paragraph 2.2.
2.4. All computations of value shall be made by The Vanguard Group, Inc. (“VGI”).
3. CLOSING AND CLOSING DATE
3.1. Subject to the terms and conditions set forth herein, the Closing Date shall be XX, 2023, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4 p.m. Eastern time. The Closing shall be held at the offices of the Acquiring Fund Trusts, 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, or at such other place and time as the parties shall mutually agree.
3.2. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an Acquiring Fund or an Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the officers of the Trusts, accurate appraisal of the net assets of an Acquiring Fund or an Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.
3.3. The Acquired Fund Trust on behalf of an Acquired Fund shall direct the Custodian for an Acquired Fund (the “Acquired Fund Custodian”) to deliver, at the Closing, a certificate of an authorized officer stating that the assets have been delivered in proper form to an Acquiring Fund within two business days prior to or on the Closing Date. An Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be transferred and delivered by the Acquired Fund Trust on behalf of an Acquired Fund as of the Closing Date for the account of an Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund Trust on behalf of an Acquired Fund shall direct an Acquired Fund Custodian to deliver portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, or other permitted counterparties or a futures commission merchant (as defined in Rule 17f-6 under the 1940 Act), as of the Closing Date by book entry in accordance with the customary practices of such depositories and futures commission merchants and the Custodian. The cash to be transferred by an Acquired Fund shall be transferred and delivered by an Acquired Fund as of the Closing Date for the account of its corresponding Acquiring Fund.
3.4. The Acquired Fund Trust shall deliver to an Acquiring Fund Trust at the Closing a list of the names and addresses of an Acquired Fund’s Shareholders and the number of outstanding shares of an Acquired Fund owned by each shareholder, all as of the Closing Date, certified by the Acquired Fund Trust’s Secretary or Assistant Secretary. Each Acquiring Fund Trust, on behalf of its Acquiring Fund, shall cause VGI to deliver at the Closing a certificate as to the opening of accounts in an Acquired Fund’s Shareholders’ names on an Acquiring Fund’s share transfer books. Each Acquiring Fund shall issue and deliver a confirmation to its corresponding Acquired Fund evidencing the Acquiring Fund Shares to be credited to the Acquired Fund on the Closing Date or provide evidence satisfactory to the Acquired Fund that such shares have been credited to the Acquired Fund’s account on such books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request.
3.5. If an Acquired Fund is unable to make delivery pursuant to paragraph 3.3 hereof to a Custodian of an Acquiring Fund (the “Acquiring Fund Custodian”) of any of the assets of an Acquired Fund for the reason that any of such assets have not yet been delivered to it by an Acquired Fund’s broker, dealer or other counterparty, then, in lieu of such delivery, an Acquired Fund shall deliver, with respect to said assets, executed copies of an agreement of assignment and due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by an Acquiring Fund or an Acquiring Fund Custodian, including brokers’ confirmation slips.
3.6. The Acquired Fund Trust and each Acquiring Fund Trust shall deliver to the other at the Closing a certificate executed in its name by an authorized officer and in form and substance satisfactory to the recipient and dated the Closing Date to the effect that the representations and warranties it made in this Agreement are true and correct as of the Closing Date except as they may be affected by the transactions contemplated by this Agreement.
4. REPRESENTATIONS AND WARRANTIES
4.1. The Acquired Fund Trust on behalf of each Acquired Fund represents and warrants to each Acquiring Fund Trust on behalf of its corresponding Acquiring Fund that for each taxable year of operation since inception (including the taxable year including the Closing Date) each Acquired Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such and has computed its federal income tax in a manner consistent with that election. Each Acquired Fund represents and warrants to its corresponding Acquiring Fund that on or before the Closing Date, the Acquired Fund will have distributed to its shareholders an amount intended to equal all of its current and accumulated investment company taxable income and net realized capital gains, including any such income or gain accruing through the Closing Date.
4.2. Each Acquired Fund represents and warrants to its corresponding Acquiring Fund that the current prospectus, Statement of Additional Information, and shareholder report of the Acquired Fund and each prospectus, Statement of Additional Information, and shareholder report of the Acquired Fund used at all times prior to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the Securities Act of 1933 (the “1933 Act”) and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
4.3. Each Acquired Fund represents and warrants to its corresponding Acquiring Fund that the financial statements of the Acquired Fund as of [ ] have been audited by [ ], an independent registered public accounting firm, and such statements are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied, and such statements (copies of which are available to the Acquiring Fund) present fairly, in all material respects, the financial condition of the Acquired Fund as of such date and for such period in accordance with GAAP, and there are no known contingent liabilities of the Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein.
4.4. Each Acquired Fund represents and warrants to its corresponding Acquiring Fund that since [ ], there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquiring Fund. For the purposes of this paragraph 4.4, a decline in net asset value per share of the Acquired Fund shares due to declines in market values of securities held by the Acquired Fund, the discharge of the Acquired Fund’s liabilities, or the redemption of the Acquired Fund’s shares by shareholders of the Acquired Fund shall not constitute a material adverse change.
4.5. Since [], with respect to each Acquired Fund, there has not been (i) any pending or to the knowledge of the Acquired Fund threatened litigation, which has had or may have a material adverse effect on the business, results
of operations, assets or financial condition of the Acquired Fund; (ii) any option to purchase or other right to acquire shares of the Acquired Fund issued or granted by or on behalf of the Acquired Fund to any person other than subscriptions to purchase shares at net asset value in accordance with the terms in the current prospectus for the Acquired Fund; (iii) any contract or agreement or amendment or termination of any contract or agreement entered into by or on behalf of the Acquired Fund, except as otherwise contemplated by this Agreement; (iv) any indebtedness incurred, other than in the ordinary course of business, by or on behalf of the Acquired Fund for borrowed money or any commitment to borrow money by or on behalf of the Acquired Fund; (v) any amendment of the Acquired Fund Trust’s organizational documents in a manner materially affecting the Acquired Fund; and (vi) any grant or imposition of any lien, claim, charge or encumbrance (other than encumbrances arising in the ordinary course of business with respect to covered options) upon any asset of the Acquired Fund other than a lien for taxes not yet due and payable.4.6. Each Acquired Fund represents and warrants to its corresponding Acquiring Fund that on the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquired Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Acquired Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns.
4.7. Each Acquired Fund represents and warrants to its corresponding Acquiring Fund that the Acquired Fund is a validly formed series of the Acquired Fund Trust which is a statutory trust that has been duly formed and is validly existing and in good standing under the laws of the State of Delaware. The Acquired Fund Trust on behalf of each Acquired Fund is duly authorized to transact business in the State of Delaware and is qualified to do business in all jurisdictions in which it is required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Acquired Fund. The Acquired Fund Trust on behalf of each Acquired Fund has all material federal, state, and local authorizations necessary to own all of its properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on each Acquired Fund.
4.8. Each Acquired Fund represents and warrants to its corresponding Acquiring Fund that: (i) this Agreement has been duly authorized, executed, and delivered by the Acquired Fund and constitutes a valid and legally binding obligation of the Acquired Fund Trust on behalf of the Acquired Fund; and (ii) this Agreement is enforceable against the Acquired Fund Trust on behalf of the Acquired Fund in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
4.9. Each Acquired Fund represents and warrants to its corresponding Acquiring Fund that the Registration Statement on Form 485A of the Acquired Fund and the Prospectus contained therein that is filed with the Commission and is effective, as such Registration Statement may be amended or supplemented subsequent to the effective date of the Registration Statement (the “Registration Statement”), as of such effective date and at all times subsequent thereto up to and including the Closing Date, conforms and will conform, as it relates to the Acquired Fund based on information provided in writing by the Acquired Fund for inclusion therein, in all material respects to the requirements of the federal and state securities laws and the rules and regulations thereunder and does not and will not include, as it relates to the Acquired Fund based on information provided in writing by the Acquired Fund for inclusion therein, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Any written information furnished by the Acquired Fund for use in the Registration Statement or any other materials provided by the Acquired Fund in connection with the Reorganization, as of the effective date of the Registration Statement and at all times subsequent thereto up to and including the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.
4.10. Each Acquired Fund represents and warrants to its corresponding Acquiring Fund that it has no material contracts, agreements or other commitments that will not be terminated without liability to it before the Closing Date, other than liabilities, if any, to be discharged prior to the Closing Date or included in the liabilities as provided in paragraph 1.3 hereof.
4.11. Each Acquiring Fund Trust is authorized to issue an unlimited number of shares of beneficial interest, par value $0.001 per share of the Acquiring Fund. All issued and outstanding shares of beneficial interest of each Acquired Fund have been offered and sold in compliance in all material respects with applicable registration requirements of the 1933 Act and applicable state securities laws and are, and on the Closing Date will be, duly authorized, legally issued, fully paid and non-assessable, and are not subject to preemptive or dissenter’s rights.
4.12. Each Acquiring Fund represents and warrants to its corresponding Acquired Fund that for each taxable year of the Acquiring Fund’s operation since inception (including the taxable year including the Closing Date), the Acquiring Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has computed its federal income taxes in a manner consistent with that election, and intends to so qualify and elect each taxable year following the Reorganization.
4.13. Each Acquiring Fund represents and warrants to its corresponding Acquired Fund that the current prospectus, Statement of Additional Information and shareholder report of the Acquiring Fund and each prospectus, Statement of Additional Information and shareholder report of the Acquiring Fund used at all times prior to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
4.14. Each Acquiring Fund represents and warrants to its corresponding Acquired Fund that the financial statements of the Acquiring Fund as of [_______________], have been audited by [ ], an independent registered public accounting firm, and such statements are in accordance with GAAP consistently applied, and such statements (copies of which are available to the Acquired Fund) present fairly, in all material respects, the financial condition of the Acquiring Fund as of such date and for such period in accordance with GAAP, and there are no known contingent liabilities of the Acquiring Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein.
4.15. Each Acquiring Fund represents and warrants to its corresponding Acquired Fund that since [], there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund. For purposes of this paragraph 4.15, a decline in net asset value per share of the Acquiring Fund’s shares due to declines in market values of securities held by the Acquiring Fund, the discharge of the Acquiring Fund’s liabilities, or the redemption of the Acquiring Fund’s shares by shareholders of the Acquiring Fund, shall not constitute a material adverse change.
4.16. Since [], with respect to each Acquiring Fund, there has not been (i) any pending or to the knowledge of the Acquiring Fund threatened litigation, which has had or may have a material adverse effect on the business, results of operations, assets or financial condition of the Acquiring Fund; (ii) any option to purchase or other right to acquire shares of the Acquiring Fund issued or granted by or on behalf of the Acquiring Fund to any person other than subscriptions to purchase shares at net asset value in accordance with the terms in the current prospectus for the Acquiring Fund; (iii) any contract or agreement or amendment or termination of any contract or agreement entered into by or on behalf of the Acquiring Fund, except as otherwise contemplated by this Agreement; (iv) any indebtedness incurred, other than in the ordinary course of business, by or on behalf of the Acquiring Fund for borrowed money or any commitment to borrow money by or on behalf of the Acquiring Fund; (v) any amendment of the Acquiring Trust’s organizational documents in a manner materially affecting the Acquiring Fund; and (vi) any grant or imposition of any lien, claim, charge or encumbrance (other than encumbrances arising in the ordinary course of business with respect to covered options) upon any asset of the Acquiring Fund other than a lien for taxes not yet due and payable.
4.17. Each Acquiring Fund represents and warrants to its corresponding Acquired Fund that on the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquiring Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Acquiring Fund’s knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns.
4.18. Each Acquiring Fund represents and warrants to its corresponding Acquired Fund that the Acquiring Fund is a validly formed series of the Acquiring Fund Trust which is a statutory trust that has been duly formed and is validly existing and in good standing under the laws of the State of Delaware. Each Acquiring Fund Trust on behalf of its respective Acquiring Fund is duly authorized to transact business in the State of Delaware and is qualified to do business in all jurisdictions in which it is required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Acquiring Fund. The Acquiring Fund Trust on behalf of its respective Acquiring Fund has all material federal, state, and local authorizations necessary to own all of its properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Acquiring Fund.
4.19. Each Acquiring Fund represents and warrants to its corresponding Acquired Fund that: (i) this Agreement has been duly authorized, executed, and delivered by the Acquiring Fund and constitutes a valid and legally binding obligation of the Acquiring Trust on behalf of the Acquiring Fund; and (ii) this Agreement is enforceable against the Acquiring Fund Trust on behalf of the Acquiring Fund in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
4.20. Each Acquiring Fund represents and warrants to its corresponding Acquired Fund that the Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund’s Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, the Acquiring Fund Shares will be duly and legally issued and will be fully paid and nonassessable (except as disclosed in the Acquiring Fund’s prospectus).
4.21. Each Acquiring Fund represents and warrants to its corresponding Acquired Fund that the Registration Statement as of its effective date and at all times subsequent thereto up to and including the Closing Date, conforms and will conform, as it relates to the Acquiring Fund, in all material respects to the requirements of the federal and state securities laws and the rules and regulations thereunder and does not and will not include, as it relates to the Acquiring Fund, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representations and warranties in this paragraph 4.21 apply to statements or omissions made in reliance upon and in conformity with written information concerning the Acquired Fund furnished to the Acquiring Fund by the Acquired Fund. Any written information furnished by the Acquiring Fund for use in the Registration Statement or any other materials provided by the Acquiring Fund in connection with the Reorganization, as of the effective date of the Registration Statement and at all times subsequent thereto up to and including the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading.
5. COVENANTS OF AN ACQUIRING FUND AND AN ACQUIRED FUND
The Acquired Fund Trust on behalf of an Acquired Fund and/or the Acquiring Fund Trust on behalf of an Acquiring Fund covenant as follows:
5.1.Each Acquiring Fund and its corresponding Acquired Fund will each operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distributions that may be advisable.
5.2.The Acquired Fund Trust on behalf of each Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the terms of this Agreement.
5.3. As soon as is reasonably practicable after the Closing, each Acquired Fund will make a distribution to its respective shareholders consisting of the Acquiring Fund Shares received at the Closing.
5.4Subject to the provisions of this Agreement, each Acquiring Fund Trust, acting on behalf of its respective Acquiring Fund, and the Acquired Fund Trust, acting on behalf of an Acquired Fund, will take or cause to be taken all action and do or cause to be done all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date. In particular, the Acquired Fund Trust, on behalf of an Acquired Fund, covenants that it will, as and when reasonably requested by an Acquiring Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments and will take or cause to be taken such further action as an Acquiring Fund may reasonably deem necessary or desirable in order to vest in and confirm an Acquiring Fund’s title to and possession of all the assets and otherwise to carry out the intent and purpose of this Agreement.
5.5.Each Acquiring Fund will prepare and file with the Commission a Registration Statement relating to the Acquiring Fund Shares to be issued to shareholders of the corresponding Acquired Fund. At the time the Registration Statement becomes effective, the Registration Statement shall be in compliance in all material respects with the 1933 Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act, as applicable. If at any time prior to the Closing Date a party becomes aware of any untrue statement of material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made, then the party discovering the item shall notify the other party and the parties shall cooperate in promptly preparing, and filing with the Commission and, if appropriate, distributing to shareholders appropriate disclosure with respect to the item.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF AN ACQUIRING FUND AND AN ACQUIRED FUND
If any of the conditions set forth below do not exist on or before the Closing Date with respect to an Acquired Fund or an Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement.
6.1.The Board of Trustees of the Acquired Fund Trust shall have determined in good faith that (a) participating in the Reorganization is in the best interests of each Acquired Fund, and (b) the interests of existing shareholders of each Acquired Fund will not be diluted as a result of its effecting the Reorganization.
6.2.The Board of Trustees of an Acquiring Fund Trust shall have determined in good faith that (a) participating in the Reorganization is in the best interests of an Acquiring Fund, and (b) the interests of existing shareholders of an Acquiring Fund will not be diluted as a result of its effecting the Reorganization.
6.3.On the Closing Date, no court or governmental agency of competent jurisdiction shall have issued any order that remains in effect and that restrains or enjoins an Acquiring Fund or an Acquired Fund from completing the transactions contemplated herein.
6.4.The Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transaction contemplated by this Agreement under Section 25(c) of the 1940 Act.
6.5.All consents of other parties and all other consents, orders and permits of Federal, state, and local regulatory authorities deemed necessary by an Acquiring Fund or an Acquired Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of an Acquiring Fund or an Acquired Fund, provided that either party hereto may for itself waive any of such conditions.
6.6.The Acquiring Fund’s Registration Statement on Form N-1A relating to the shares to be issued in connection with the transactions contemplated by this Agreement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act.
6.7The parties shall have received the opinion of counsel addressed to each Acquiring Fund Trust and the Acquired Fund Trust substantially to the effect that, based upon certain facts, assumptions, and representations:
6.7.1. The acquisition an Acquiring Fund of all of the assets of an Acquired Fund in exchange solely for Acquiring Fund Shares and the assumption of all liabilities of an Acquired Fund by an Acquiring Fund followed by the distribution of Acquiring Fund Shares to an Acquired Fund’s Shareholders in exchange for their Acquired Fund Shares in complete liquidation and termination of an Acquired Fund will constitute a tax-free reorganization under Section 368(a) of the Code.
6.7.2. An Acquired Fund will not recognize gain or loss upon the transfer of all of its assets to an Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption of all liabilities of an Acquired Fund except that an Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.
6.7.3. An Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares received by an Acquired Fund in the Reorganization.
6.7.4. An Acquiring Fund will recognize no gain or loss upon receiving the assets of Acquired Fund and assuming the liabilities of an Acquired Fund in exchange solely for Acquiring Fund Shares.
6.7.5. The adjusted basis to an Acquiring Fund of the assets of an Acquired Fund received by Acquiring Fund in the Reorganization will be the same as the adjusted basis of those assets in the hands of an Acquired Fund immediately before the exchange, except for certain adjustments that may be required to be made as a result of the close of an Acquired Fund’s taxable year due to the Reorganization or as a result of gain recognized on the transfer of certain assets of Acquired Fund.
6.7.6. An Acquiring Fund’s holding periods with respect to the assets of an Acquired Fund that an Acquiring Fund acquires in the Reorganization will include the respective periods for which those assets were held by an Acquired Fund (except where investment activities of an Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset and except for any assets which may be marked to market for U.S. federal income tax purposes on the termination of an Acquired Fund’s taxable year or on which gain was recognized upon the transfer to an Acquiring Fund).
6.7.7. An Acquired Fund’s Shareholders will recognize no gain or loss upon receiving Acquiring Fund Shares solely in exchange for Acquired Fund shares.
6.7.8. The basis of the Acquiring Fund Shares received by an Acquired Fund’s Shareholder in the transaction will be the same as the basis of Acquired Fund shares surrendered by an Acquired Fund’s Shareholder in exchange therefor.
6.7.9. An Acquired Fund Shareholder’s holding period for the Acquiring Fund Shares received by the Acquired Fund Shareholder in the transaction will include the holding period during which the Acquired Fund Shareholder held Acquired Fund shares surrendered in exchange therefor, provided that the Acquired Fund Shareholder held such shares as a capital asset on the date of the Reorganization.
6.7.10. Pursuant to Section 381 of the Code and Section 1.381(a)-1 of the United States Treasury regulations, an Acquiring Fund will succeed to and take into account the items of an Acquired Fund described in Section 381(c) of the Code, subject to the provisions and limitations specified in Sections 381, 382, 383, and 384 of the Code and the United States Treasury regulations promulgated thereunder.
6.8.All representations and warranties of an Acquiring Fund and an Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date.
6.9.An Acquiring Fund and its corresponding Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by an Acquiring Fund and an Acquired Fund on or before the Closing Date.
7. BROKERAGE FEES AND EXPENSES
7.1.An Acquiring Fund and its corresponding Acquired Fund each represent and warrant to the other that it has
no obligations to pay any brokers or finders fees in connection with the transactions provided for herein.7.2.Each Acquired Fund shall bear the expenses of carrying out the terms of this Agreement.
8. TERMINATION
This Agreement may be terminated by the mutual agreement of an Acquiring Fund Trust on behalf of an Acquiring Fund and the Acquired Fund Trust on behalf of an Acquired Fund. In addition, this Agreement may be terminated as follows at or prior to the Closing Date:
(a) an Acquired Fund may terminate this Agreement by resolution of the Board of Trustees of the Acquired Fund Trust if, in the good faith opinion of such Board, proceeding with this Agreement is not in the best interests of an Acquired Fund or the shareholders of an Acquired Fund.
(b) an Acquiring Fund may terminate this Agreement by resolution of the Board of Trustees of the Acquiring Fund Trust if, in the good faith opinion of such Board, proceeding with this Agreement is not in the best interests of an Acquiring Fund or the shareholders of an Acquiring Fund.
9. AMENDMENTS
This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Acquired Fund Trust on behalf of an Acquired Fund and an Acquiring Fund Trust on behalf of its Acquiring Fund.
10. ENTIRE AGREEMENT; TERMINATION OF WARRANTIES
10.1.The Acquired Fund Trust on behalf of an Acquired Fund and an Acquiring Fund Trust on behalf of its Acquiring Fund agree that neither party has made any representation, warranty, or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.
10.2.The representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder. Notwithstanding the foregoing sentence, the covenants to be performed after the Closing shall survive the Closing.
11. HEADINGS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY; COUNTERPARTS
11.1.The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
11.2.This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws.
11.3.This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.
11.4.All persons dealing with an Acquiring Fund Trust on behalf of an Acquiring Fund must look solely to the property of particular Acquiring Fund for the enforcement of any claims as none of its trustees, officers, agents, or shareholders assume any personal liability for obligations entered into on behalf of an Acquiring Fund. No series of an Acquiring Fund Trust shall be liable for any claims against any other series of the Acquiring Fund Trust. The Acquired Fund Trust on behalf of an Acquired Fund specifically acknowledges and agrees that any liability of the Acquiring Fund Trust under this Agreement with respect to an Acquiring Fund, or in connection with the transactions contemplated herein with respect to an Acquiring Fund, shall be discharged only out of the assets of the particular Acquiring Fund and that no other series of an Acquiring Fund Trust shall be liable with respect thereto.
11.5.All persons dealing with the Acquired Fund Trust on behalf of an Acquired Fund must look solely to the property of an Acquired Fund for the enforcement of any claims as none of the trustees, officers, agents, or shareholders assume any personal liability for obligations entered into on behalf of an Acquired Fund. No series of the Acquired
Fund Trust shall be liable for any claims against any other series of the Acquired Fund Trust. Each Acquiring Fund Trust on behalf of its Acquiring Fund specifically acknowledges and agrees that any liability of the Acquired Fund Trust under this Agreement with respect to an Acquired Fund, or in connection with the transactions contemplated herein with respect to an Acquired Fund, shall be discharged only out of the assets of the particular Acquired Fund and that no other series of the Acquired Fund Trust shall be liable with respect thereto.11.6.This Agreement may be executed in one or more counterparts, all of which counterparts shall together constitute one and the same agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer and attested by its Secretary or Assistant Secretary.
ATTEST |
VANGUARD INDEX FUNDS, ON BEHALF OF VANGUARD TOTAL STOCK MARKET INDEX FUND, VANGUARD 500 INDEX FUND, VANGUARD EXTENDED MARKETS INDEX FUND, VANGUARD SMALL-CAP INDEX FUND, AND VANGUARD MID-CAP INDEX FUND |
|
____________________________ |
___________________________________ |
|
Name: John E. Schadl |
Name: Anne E. Robinson |
|
Title: Assistant Secretary |
Title: Secretary |
|
____________________________ |
___________________________________ |
|
Name: John E. Schadl |
Name: Anne E. Robinson |
|
Title: Assistant Secretary |
Title: Secretary |
|
ATTEST |
VANGUARD TAX-MANAGED FUNDS ON BEHALF OF VANGUARD 500 INDEX FUND |
|
____________________________ |
___________________________________ |
|
Name: John E. Schadl |
Name: Anne E. Robinson |
|
Title: Assistant Secretary |
Title: Secretary |
|
____________________________ |
___________________________________ |
|
Name: John E. Schadl |
Name: Anne E. Robinson |
|
Title: Assistant Secretary |
Title: Secretary |
|
ATTEST |
VANGUARD BOND INDEX FUNDS ON BEHALF OF VANGUARD SMALL-CAP INDEX FUND |
|
____________________________ |
___________________________________ |
|
Name: John E. Schadl |
Name: Anne E. Robinson |
|
Title: Assistant Secretary |
Title: Secretary |
|
ATTEST |
VANGUARD VALLEY FORGE FUNDS ON BEHALF OF VANGUARD MID-CAP INDEX FUND |
|
____________________________ |
___________________________________ |
|
Name: John E. Schadl |
Name: Anne E. Robinson |
|
Title: Assistant Secretary |
Title: Secretary |
|
EXHIBIT A
Acquired Fund Trust/Acquired Fund |
Acquiring Fund Trust/Acquiring Fund |
Vanguard Index Funds/ Vanguard Total Stock Market Index Fund ● Investor Shares ● Admiral Shares ● Institutional Shares ● Institutional Plus Shares ● Institutional Select Shares ● ETF Shares |
Vanguard Montgomery Funds/ Vanguard Total Stock Market Index Fund ● Investor Shares ● Admiral Shares ● Institutional Shares ● Institutional Plus Shares ● Institutional Select Shares ● ETF Shares |
Vanguard Index Funds/ Vanguard 500 Index Fund ● Investor Shares ● Admiral Shares ● Institutional Select Shares ● ETF Shares |
Vanguard Tax-Managed Funds/ Vanguard 500 Index Fund ● Investor Shares ● Admiral Shares ● Institutional Select Shares ● ETF Shares |
Vanguard Index Funds/ Vanguard Extended Market Index Fund ● Investor Shares ● Admiral Shares ● Institutional Shares ● Institutional Plus Shares ● Institutional Select Shares ● ETF Shares |
Vanguard Institutional Index Funds/ Vanguard Extended Market Index Fund ● Investor Shares ● Admiral Shares ● Institutional Shares ● Institutional Plus Shares ● Institutional Select Shares ● ETF Shares |
Vanguard Index Funds/ Vanguard Small Cap Index Fund ● Investor Shares ● Admiral Shares ● Institutional Shares ● Institutional Plus Shares ● ETF Shares |
Vanguard Bond Index Funds/ Vanguard Small Cap Index Fund ● Investor Shares ● Admiral Shares ● Institutional Shares ● Institutional Plus Shares ● ETF Shares |
Vanguard Index Funds/ Vanguard Mid-Cap Index Fund ● Investor Shares ● Admiral Shares ● Institutional Shares ● Institutional Plus Shares ● ETF Shares |
Vanguard Valley Forge Funds/ Vanguard Mid-Cap Index Fund ● Investor Shares ● Admiral Shares ● Institutional Shares ● Institutional Plus Shares ● ETF Shares |
Appendix A
POWER OF ATTORNEY
Each person whose signature appears below (the “Principals”) hereby constitutes and appoints Anne E. Robinson and John E. Schadl, and each of them, with full power to act without the other, as the true and lawful attorney-in-fact and agent, with full and several power of substitution and re-substitution, of such undersigned person with authority to take any appropriate action to execute in the name of and on behalf of such undersigned person, and to file with the U.S. Securities and Exchange Commission (“Commission”), any and all registration statements on Form N-1A (or any successors thereto), any and all amendments (including without limitation pre-effective and post-effective amendments) thereto, any and all applications for exemptive relief from state or federal regulations, and any and all amendments thereto, or any other forms of documents and to perform any and all such acts as such attorney-in-fact and agent may deem necessary or advisable to enable the following named persons that are registered with the Commission (the “Registrants”) to comply with the applicable laws of the United States, any individual state or similar jurisdiction of the United States, and in connection therewith to execute and file all requisite papers and documents, including but not limited to, applications, reports, notices, surety bonds, irrevocable consents and appointments of attorneys for service of process; and granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the relevant Registrant and undersigned person might or could do herself, himself or itself or in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof:
Vanguard Wellington Fund (2-11444) Vanguard Windsor Funds (2-14336) Vanguard World Fund (2-17620) Vanguard Explorer Fund (2-27203) Vanguard Wellesley Income Fund (2-31333) Vanguard Fixed Income Securities Funds (2-47371) Vanguard Money Market Reserves (2-52698) Vanguard Index Funds (2-56846) Vanguard Municipal Bond Funds (2-57689) Vanguard Trustees’ Equity Fund (2-65955-99) Vanguard Specialized Funds (2-88116) Vanguard Chester Funds (2-92948) Vanguard California Tax-Free Funds (33-1569) Vanguard Massachusetts Tax-Exempt Funds (333-63579) Vanguard Funds (33-48863) Vanguard CMT Funds (333-111362) Vanguard Montgomery Funds (333-145624) |
Vanguard New York Tax-Free Funds (33-2908) Vanguard Pennsylvania Tax-Free Funds (33-2907) Vanguard New Jersey Tax-Free Funds (33-17351) Vanguard Ohio Tax-Free Funds (33-34261) Vanguard Quantitative Funds (33-8553) Vanguard Fenway Funds (33-19446) Vanguard Malvern Funds (33-23444) Vanguard International Equity Index Funds (33-32548) Vanguard Variable Insurance Funds (33-32216) Vanguard STAR Funds (2-88373) Vanguard Whitehall Funds (33-64845) Vanguard Tax-Managed Funds (33-53683) Vanguard Scottsdale Funds (333-11763) Vanguard Horizon Funds (33-56443) Vanguard Institutional Index Funds (33-34494) Vanguard Admiral Funds (33-49023) Vanguard Bond Index Funds (33-6001) Vanguard Charlotte Funds (333-177613) |
This Power of Attorney shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania.
The Principals hereby revoke all powers of attorney which they may have heretofore granted regarding the subject matter hereof. All past acts of such attorneys-in-fact and agents in furtherance of the foregoing are hereby ratified and confirmed.
Each of the Principals has executed this Power of Attorney in the capacity and on the date indicated opposite their name. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
NAME |
TITLE |
DATE |
|
|
|
|
|
|
|||
/s/ Grant Reid |
Trustee |
July 20, 2023 |
||||||
Grant Reid |
|
|
PROPOSED RESOLUTION
APPROVAL OF A POWER OF ATTORNEY |
RESOLVED, that the proposed Power of Attorney, in substantially the form presented, constituting and appointing Anne E. Robinson and John E. Schadl (each with full power to act alone) as attorneys-in-fact and agents for (i) each of the Directors, Trustees, principal executive officer and principal financial and accounting officer of the investment companies that are listed in the proposed Power of Attorney (each of such investment companies, a “Vanguard Company”); and (ii) each of the Vanguard Companies, for the purpose of executing and filing for and on behalf of the Vanguard Companies all requisite papers and documents (including registration statements and pre- and post-effective amendments thereto) with the U.S. Securities and Exchange Commission and the offices of the securities administrators of the states and similar jurisdictions of the United States to comply with the applicable laws of the United States, any individual state or similar jurisdiction of the United States, is hereby approved and may be executed by each designated Director/Trustee, officer and Vanguard Company.