SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO. 33-32548) UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 60
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
AMENDMENT NO. 61
VANGUARD INTERNATIONAL EQUITY
INDEX FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)
P.O. BOX 2600, VALLEY FORGE, PA 19482
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER (610) 669-1000
HEIDI STAM, ESQUIRE
P.O. BOX 876
VALLEY FORGE, PA 19482
IT IS PROPOSED THAT THIS AMENDMENT BECOME EFFECTIVE
PURSUANT TO PARAGRAPH (A)(1) OF RULE 485 ON AUGUST 29, 2008.
Vanguard/(R)/ FTSE All-World ex-US
Index Fund
> Prospectus
Investor Shares
August 29, 2008
[Vanguard Ship Logo/R/]
This prospectus contains financial data for the Fund through the fiscal period
ended April 30, 2008.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
Contents
Fund Profile 1 Investing With Vanguard 20
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Investing in Index Funds 5 Purchasing Shares 20
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More on the Fund 6 Converting Shares 23
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The Fund and Vanguard 12 Redeeming Shares 24
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Investment Advisor 13 Exchanging Shares 28
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Dividends, Capital Gains, and 14 Frequent-Trading Limits 2
Taxes 8
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Share Price 16 Other Rules You Should Know 30
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Financial Highlights 17 Fund and Account Updates 34
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Contacting Vanguard 36
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ETF Shares 38
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Glossary of Investment Terms 43
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Why Reading This Prospectus Is Important
This prospectus explains the investment objective, policies, strategies, and
risks associated with the Fund. To highlight terms and concepts important to
mutual fund investors, we have provided Plain Talk/(R)/ explanations along the
way. Reading the prospectus will help you decide whether the Fund is the right
investment for you. We suggest that you keep this prospectus for future
reference.
Share Class Overview
This prospectus offers the Fund's Investor Shares. A separate prospectus offers
the Fund's Institutional Shares, which are for investors who generally do not
require special employee benefit plan services and who invest a minimum of $5
million. In addition, the Fund issues an exchange-traded class of shares (ETF
Shares), which are also offered through a separate prospectus. A brief
description of ETF Shares and how to convert into them appears on pages 38 to 42
of this prospectus.
The Fund's separate share classes have different expenses; as a result, their
investment performances will differ.
An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Company or any other government
agency.
Fund Profile
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks of companies located in developed and emerging
markets around the world.
Primary Investment Strategies
The Fund employs a "passive management" --or indexing--investment approach
designed to track the performance of the FTSE/(R)/ All-World ex US Index, a
free-float- adjusted, market-capitalization-weighted index designed to measure
equity market performance of international markets. The Index includes
approximately 2,200 stocks of companies located in 46 countries, including both
developed and emerging markets. As of April 30, 2008, the United Kingdom, Japan,
France, Germany, Australia, and Switzerland made up approximately xx%, xx%, x%,
x%, x%, and x%, respectively, of the Index's market capitalization. The Fund
attempts to replicate the target index by investing all, or substantially all,
of its assets in the stocks that make up the Index, holding each stock in
approximately the same proportion as its weighting in the Index. For additional
information on the Fund's investment strategies, please see More on the Fund.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. Because the Fund may invest a large portion of its assets in securities
of companies located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country/regional risk is especially high in emerging markets.
. Emerging markets risk, which is the chance that the emerging markets will be
substantially more volatile, and substantially less liquid, than the more
developed foreign markets.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
1
Performance/Risk Information
The Fund has not been in operation long enough to report a full calendar-year
return. The Financial Highlights section provides detailed information on the
Fund's fiscal-period return.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold Investor Shares of the Fund. As is the case with all mutual funds,
transaction costs incurred by the Fund for buying and selling securities are not
reflected in the table. However, these costs are reflected in the investment
performance figures included in this prospectus. The expenses shown under Annual
Fund Operating Expenses are based on those incurred in the fiscal period ended
October 31, 2007.
Shareholder Fees
(Fees paid directly from your investment)
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Sales Charge (Load) Imposed on Purchases None
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Purchase Fee None
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Sales Charge (Load) Imposed on Reinvested Dividends None
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Redemption Fee 2%/1/
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Account Service Fee (for fund account balances below $10,000) $20/year/2/
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Annual Fund Operating Expenses
(Expenses deducted from the Fund's assets)
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Management Expenses 0.19%
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12b-1 Distribution Fee None
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Other Expenses 0.21%
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Total Annual Fund Operating Expenses 0.40%
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1 The 2% fee applies to shares redeemed within two months of purchase. The fee
applies to shares redeemed by selling or by exchanging to another fund, or
if your shares are redeemed because your Fund account balance falls below the
minimum initial investment for any reason, including market fluctuation. The
fee is withheld from redemption proceeds and retained by the Fund. Shares
held for two months or more are not subject to the 2% fee.
2 If applicable, the account service fee will be deducted from your annual
distribution of the Fund's dividends. If your distribution is less than the
fee, a fraction of a share may be automatically redeemed to make up the
difference.
2
The following example is intended to help you compare the cost of investing in
the Fund's Investor Shares with the cost of investing in other mutual funds. It
illustrates the hypothetical expenses that you would incur over various periods
if you invest $10,000 in the Fund's shares. This example assumes that the Shares
provide a return of 5% a year and that operating expenses remain the same. The
results apply whether or not you redeem your investment at the end of the given
period.
1 Year 3 Years 5 Years 10 Years
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$41 $128 $224 $505
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This example should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
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. We expect Vanguard FTSE All-World ex-US Index Fund Investor
Shares' expense ratio for the current fiscal year to be 0.xx%, or $x.x0 per
$1,000 of average net assets. The average international fund had expenses in
2007 of 1.48%, or $14.80 per $1,000 of average net assets (derived from data
provided by Lipper Inc., which reports on the mutual fund industry).
Management expenses, which are one part of operating expenses, include
investment advisory fees as well as other costs of managing a fund--such as
account maintenance, reporting, accounting, legal, and other administrative
expenses.
Plain Talk About Costs of Investing
Costs are an important consideration in choosing a mutual fund. That's
because you, as a shareholder, pay the costs of operating a fund, plus any
transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses
can, over time, have a dramatic effect on a fund's performance.
3
Additional Information
As of April 30, 2008
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Net Assets (all share classes) $xx billion
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Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa.,
since inception
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Dividends and Capital Gains Distributed annually in December
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Suitable for IRAs Yes
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Inception Date March 8, 2007
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Minimum Initial Investment $3,000
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Newspaper Abbreviation FTAlWldIn
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Vanguard Fund Number 770
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CUSIP Number 922042791
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Ticker Symbol VFWIX
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4
Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified
market benchmark, or "index." An index is an unmanaged group of securities whose
overall performance is used as a standard to measure the investment performance
of a particular market. There are many types of indexes. Some represent entire
markets--such as the U.S. stock market or the U.S. bond market. Other indexes
cover market segments--such as small-capitalization stocks or short-term bonds.
An index fund holds all, or a representative sample, of the securities that make
up its target index. Index funds attempt to mirror the performance of the target
index, for better or worse. However, an index fund does not always perform
exactly like its target index. For example, like all mutual funds, index funds
have operating expenses and transaction costs. Market indexes do not, and
therefore will usually have a slight performance advantage over funds that track
them.
Index funds typically have the following characteristics:
. Variety of investments. Most Vanguard index funds generally invest in the
securities of a wide variety of companies and industries.
. Relative performance consistency. Because they seek to track market
benchmarks, index funds usually do not perform dramatically better or worse than
their benchmarks.
. Low cost. Index funds are inexpensive to run compared with actively managed
funds. They have low or no research costs and typically keep trading
activity--and thus brokerage commissions and other transaction costs--to a
minimum.
5
More on the Fund
This prospectus describes the primary risks you would face as a Fund
shareholder. It is important to keep in mind one of the main axioms of
investing: The higher the risk of losing money, the higher the potential reward.
The reverse, also, is generally true: The lower the risk, the lower the
potential reward. As you consider an investment in any mutual fund, you should
take into account your personal tolerance for fluctuations in the securities
markets. Look for this FLAG LOGO symbol throughout the prospectus. It is used
to mark detailed information about the more significant risks that you would
confront as a Fund shareholder.
The following sections explain the primary investment strategies and policies
that the Fund uses in pursuit of its objective. The Fund's board of trustees,
which oversees the Fund's management, may change investment strategies or
policies in the interest of shareholders without a shareholder vote, unless
those strategies or policies are designated as fundamental. Note that the Fund's
investment objective is not fundamental and may be changed without a shareholder
vote. Under normal circumstances, the Fund will invest at least 80% of its
assets in the stocks that make up its target index. The Fund may change its 80%
policy only upon 60 days' notice to shareholders.
Market Exposure
The Fund invests mainly in common stocks of companies located in developed and
emerging markets around the world.
Plain Talk About International Investing
U.S. investors who invest abroad will encounter risks not typically
associated with U.S. companies, because foreign stock and bond markets
operate differently from the U.S. markets. For instance, foreign companies
are not subject to the same accounting, auditing, and financial-reporting
standards and practices as U.S. companies, and their stocks may not be as
liquid as those of similar U.S. firms. In addition, foreign stock exchanges,
brokers, and companies generally have less government supervision and
regulation than their counterparts in the United States. These factors, among
others, could negatively affect the returns U.S. investors receive from
foreign investments.
FLAG LOGO
The Fund is subject to stock market risk, which is the chance that stock prices
overall will decline. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. In addition, investments in
foreign stock markets can be riskier than U.S. stock investments. The prices of
foreign stocks and the prices of U.S. stocks have, at times, moved in opposite
directions.
6
To illustrate the volatility of international stock prices, the following table
shows the best, worst, and average annual total returns for foreign stock
markets over various periods as measured by the Morgan Stanley Capital
International Europe, Australasia, Far East (MSCI EAFE) Index, a widely used
barometer of international market activity. (Total returns consist of dividend
income plus change in market price.) Note that the returns shown do not include
the costs of buying and selling stocks or other expenses that a real-world
investment portfolio would incur.
International Stock Market Returns
(1970-2007)
1 Year 5 Years 10 Years 20 Years
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Best 69.4% 36.1% 22.0% 15.5%
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Worst -23.4 -2.9 4.0 7.4
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Average 12.9 11.1 11.6 12.3
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The table covers all of the 1-, 5-, 10-, and 20-year periods from 1970 through
2007. These average returns reflect past performance of international stocks;
you should not regard them as an indication of future performance of either
foreign markets as a whole or the Fund in particular.
Note that the MSCI EAFE Index does not take into account returns for emerging
markets, which can be substantially more volatile, and substantially less
liquid, than the more developed markets included in the Index. In addition,
because the MSCI EAFE Index tracks the European and Pacific developed markets
collectively, the returns in the preceding table do not reflect the variability
of returns for these markets individually. To illustrate this variability, the
following table shows returns for different international markets--as well as
for the U.S. market for comparison--from 1998 through 2007, as measured by their
respective indexes.
7
Returns for Various Stock Markets/1/
European Pacific Emerging U.S.
Market/2/ Market/2/ Markets/2/ Market
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1998 28.53% 2.72% -25.34% 28.58%
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1999 15.89 56.65 66.41 21.04
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2000 -8.39 -25.78 -30.61 -9.10
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2001 -19.90 -25.40 -2.62 -11.89
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2002 -18.38 -9.29 -6.17 -22.10
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2003 38.54 38.48 55.82 28.68
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2004 20.88 18.98 25.55 10.88
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2005 9.42 22.64 34.00 4.91
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2006 33.72 12.20 32.17 15.79
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2007 13.86 5.30 39.39 5.49
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1 European market returns are measured by the MSCI Europe Index; Pacific market returns are measured by the MSCI Pacific
Index; emerging markets returns are measured by the MSCI Emerging Markets Index; and U.S. market returns are measured by
the Standard & Poor's 500 Index.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg holding companies.
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Keep in mind that these returns reflect past performance of the various indexes;
you should not consider them as an indication of future performance of the
indexes, or of the Fund in particular.
FLAG LOGO
The Fund is subject to country/regional risk and currency risk.
Country/regional risk is the chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of securities issued by companies in foreign countries or regions.
Because the Fund may invest a large portion of its assets in securities of
companies located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country/regional risk is especially high in emerging markets. Currency risk is
the chance that the value of a foreign investment, measured in U.S. dollars,
will decrease because of unfavorable changes in currency exchange rates.
Security Selection
The Fund attempts to track the investment performance of a benchmark index
consisting of common stocks of companies located in developed and emerging
countries around the world. The Fund's investment in the Index will be within
the capitalization range of the companies included in the FTSE All-World ex US
Index ($xx million to $xxx billion as of April 30, 2008). While the Index tracks
stocks that are predominantly large-cap, it also
8
tracks mid- and small-cap stocks to a lesser extent. Historically, these stocks
have been more volatile than--and at times have performed quite differently
from--large-cap stocks. In the future, the Index's market-capitalization range
may be higher or lower, and the Fund's investments may track a different index.
Such changes may occur at any time and without notice to Fund shareholders.
FLAG LOGO
The Fund is subject to emerging markets risk, which is the change that the
emerging markets will be substantially more volatile, and substantially less
liquid, than the more developed foreign markets.
Indexing Strategy. The Fund attempts to replicate the target index by investing
all, or substantially all, of its assets in the stocks that make up the Index,
holding each stock in approximately the same proportion as its weighting in the
Index.
Depositary Receipts. The Fund, in most cases, will obtain economic exposure to
stocks of its target index (component securities) by investing directly in
common stocks. However, the Fund reserves the right to obtain economic exposure
to component securities indirectly by purchasing depositary receipts of the
component securities. Depositary receipts are securities that are listed on
exchanges or quoted in OTC markets in one country, but represent shares of
issuers domiciled in another country. Generally, the Fund would hold depositary
receipts only when the advisor believes that holding the depositary receipt,
rather than the underlying component security, would benefit the Fund. The Fund
might opt to hold depositary receipts if the foreign market in which a stock
trades does not provide adequate protection to the rights of foreign investors
or government regulators place restrictions on the free flow of capital or
currency. The Fund treats depositary receipts that represent interests in
component securities as component securities for purposes of any requirements
related to the percentage of component securities held in the Fund's portfolio.
The FTSE All-World ex US Index. The FTSE All-World ex US Index is maintained by
FTSE Group (FTSE), a widely known global index provider that currently manages
and calculates more than 60,000 indexes daily.
Other Investment Policies and Risks
The Fund reserves the right to substitute a different index for the index it
currently tracks if the current index is discontinued, if the Fund's agreement
with the sponsor of its target index is terminated, or for any other reason
determined in good faith by the Fund's board of trustees. In any such instance,
the substitute index would measure the same market segment as the current index.
The Fund may invest, to a limited extent, in stock futures and options
contracts, warrants, convertible securities, and swap agreements, all of which
are types of derivatives. Generally speaking, a derivative is a financial
contract whose value is based on the value of a financial asset (such as a
stock, bond, or currency), a physical asset (such as gold), or
9
a market index (such as the S&P 500 Index). Investments in derivatives may
subject the Funds to risks different from, and possibly greater than, those of
underlying securities, assets, or market indexes. The Fund will not use
derivatives for speculation or for the purpose of leveraging (magnifying)
investment returns.
The Fund may enter into forward foreign currency exchange contracts, which are
types of derivative contracts, in order to maintain the same currency exposure
as its respective index. A forward foreign currency exchange contract is an
agreement to buy or sell a country's currency at a specific price on a specific
date, usually 30, 60, or 90 days in the future. In other words, the contract
guarantees an exchange rate on a given date. These contracts, however, will not
prevent the Fund's securities from falling in value during foreign market
downswings. The Fund may use these contracts to gain currency exposure when
investing in stock index futures and to settle trades in a foreign currency.
Cash Management
The Fund's daily cash balance may be invested in one or more Vanguard CMT Funds,
which are very low-cost money market funds. When investing in a Vanguard CMT
Fund, the Fund bears its proportionate share of the at-cost expenses of the CMT
Fund in which it invests.
Temporary Investment Measures
The Fund may temporarily depart from its normal investment policies and
strategies when doing so is believed to be in the Fund's best interest, so long
as the alternative is consistent with the Fund's investment objective. For
instance, the Fund may invest beyond the normal limits in derivatives or ETFs
that are consistent with the Fund's objective when those instruments are more
favorably priced or provide needed liquidity, as might be the case when the Fund
receives large cash flows that it cannot prudently invest immediately.
Redemption and Account Service Fees
The Fund charges a 2% redemption fee on shares that are redeemed before they
have been held for two months. The fee applies when shares are redeemed by
selling or by exchanging to another Vanguard fund, or if your shares are
redeemed because your Fund account balance falls below the minimum initial
investment for any reason, including market fluctuation. Shares you have held
the longest will be redeemed first.
Unlike a sales charge or a load paid to a broker or a fund management company,
redemption fees are paid directly to the Fund to offset the costs of buying and
selling securities. The 2% redemption fee is designed to ensure that short-term
investors pay their share of the Fund's transaction costs and that long-term
investors do not subsidize the activities of short-term traders.
10
An account service fee of $20 per year applies to certain fund accounts whose
balances are less than $10,000.
See the Fund Profile and Investing With Vanguard for more information about
fees.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent
trading of mutual fund shares, such as market-timing. For funds holding foreign
securities, investors may try to take advantage of an anticipated difference
between the price of the fund's shares and price movements in overseas markets,
a practice also known as time-zone arbitrage. Investors also may try to engage
in frequent trading of funds holding investments such as small-cap stocks and
high-yield bonds. As money is shifted into and out of a fund by a shareholder
engaging in frequent trading, a fund incurs costs for buying and selling
securities, resulting in increased brokerage and administrative costs. These
costs are borne by all fund shareholders, including the long-term investors who
do not generate the costs. In addition, frequent trading may interfere with an
advisor's ability to efficiently manage the fund.
Policies to Address Frequent Trading. The Vanguard funds (other than money
market funds, short-term bond funds, and Vanguard ETF(TM) Shares) do not
knowingly accommodate frequent trading. The board of trustees of each Vanguard
fund has adopted policies and procedures reasonably designed to detect and
discourage frequent trading and, in some cases, to compensate the fund for the
costs associated with it. Although there is no assurance that Vanguard will be
able to detect or prevent frequent trading or market-timing in all
circumstances, the following policies have been adopted to address these issues:
. Each Vanguard fund reserves the right to reject any purchase
request--including exchanges from other Vanguard funds--without notice and
regardless of size. For example, a purchase request could be rejected if
Vanguard determines that such purchase may negatively affect a fund's operation
or performance or because of a history of frequent trading by the investor.
. Each Vanguard fund (other than money market funds, short-term bond funds, and
ETF Shares) generally prohibits, except as otherwise noted in the Investing With
Vanguard section, an investor's purchases or exchanges into a fund account for
60 calendar days after the investor has redeemed or exchanged out of that fund
account.
. Certain Vanguard funds charge shareholders purchase and/or redemption fees
on transactions.
See the Investing With Vanguard section of this prospectus for further details
on Vanguard's transaction policies.
11
Each fund (other than money market funds), in determining its net asset value,
will, when appropriate, use fair-value pricing, as described in the Share Price
section. Fair-value pricing may reduce or eliminate the profitability of certain
frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
Turnover Rate
Although the Fund normally seeks to invest for the long term, it may sell
securities regardless of how long they have been held. Generally, index-oriented
funds sell securities only in response to redemption requests or changes in the
composition of a target index. Because of this, the turnover rate for the Fund
has been very low. The Financial Highlights section of this prospectus shows the
turnover rate for the Fund. A turnover rate of 100%, for example, would mean
that the Fund had sold and replaced securities valued at 100% of its net assets
within a one-year period. The average turnover rate for international stock
funds was approximately xx%; for passively managed international stock funds,
the average turnover rate was approximately xx%, as reported by Morningstar,
Inc., on April 30, 2008.
Plain Talk About Turnover Rate
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs, which are not included in the
fund's expense ratio, could affect the fund's future returns. In general, the
greater the volume of buying and selling by the fund, the greater the impact
that brokerage commissions and other transaction costs will have on its
return. Also, funds with high turnover rates may be more likely to generate
capital gains that must be distributed to shareholders as taxable income.
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of 37 investment companies
with more than 150 funds holding assets in excess of $1.2 trillion. All of the
funds that are members of The Vanguard Group share in the expenses associated
with administrative services and business operations, such as personnel, office
space, equipment, and advertising.
Vanguard also provides marketing services to the funds. Although shareholders do
not pay sales commissions or 12b-1 distribution fees, each fund (or in the case
of a fund with multiple share classes, each share class of the fund) pays its
allocated share of The Vanguard Group's marketing costs.
12
Plain Talk About Vanguard's Unique Corporate Structure
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly
by the funds it oversees and thus indirectly by the shareholders in those
funds. Most other mutual funds are operated by management companies that may
be owned by one person, by a group of individuals, or by investors who own
the management company's stock. The management fees charged by these
companies include a profit component over and above the companies' cost of
providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds' expenses low.
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482,
which began operations in 1975, serves as advisor to the Fund through its
Quantitative Equity Group. As of April 30, 2008, Vanguard served as advisor for
approximately $1 trillion in assets. Vanguard manages the Fund on an at-cost
basis, subject to the supervision and oversight of the trustees and officers of
the Fund.
For the fiscal period ended October 31, 2007, the advisory expenses represented
an effective annual rate of 0.003% of the Fund's average net assets. For the
fiscal period ended April 30, 2008, the advisory expenses represented an
effective annual rate of 0.xx% of the Fund's average net assets.
For a discussion of why the board of trustees approved the Fund's investment
advisory arrangement, see the most recent semiannual report to shareholders
covering the fiscal period ended April 30.
George U. Sauter is Chief Investment Officer and Managing Director of Vanguard.
As Chief Investment Officer, he is responsible for the oversight of Vanguard's
Quantitative Equity and Fixed Income Groups. The investments managed by these
two groups include active quantitative equity funds, equity index funds, active
bond funds, index bond funds, stable value portfolios, and money market funds.
Since joining Vanguard in 1987, Mr. Sauter has been a key contributor to the
development of Vanguard's stock indexing and active quantitative equity
investment strategies. He received his A.B. in Economics from Dartmouth College
and an M.B.A. in Finance from the University of Chicago.
13
Plain Talk About the Fund's Portfolio Manager
The manager primarily responsible for the day-to-day management of the Fund
is:
Duane F. Kelly, Principal of Vanguard. He has been with Vanguard since 1989;
has managed investment portfolios since 1992; and has managed the Fund since
its inception. Education: B.S., LaSalle University.
The Statement of Additional Information provides information about the portfolio
manager's compensation, other accounts under management, and ownership of
securities in the Fund.
Dividends, Capital Gains, and Taxes
Fund Distributions
The Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses) as well as any net capital gains realized from the
sale of its holdings. Distributions generally occur annually in December. You
can receive distributions of income or capital gains in cash, or you can have
them automatically reinvested in more shares of the Fund.
Plain Talk About Distributions
As a shareholder, you are entitled to your portion of a fund's income from
interest and dividends as well as gains from the 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. You receive the fund's earnings as either a
dividend or capital gains distribution.
Basic Tax Points
Vanguard will send you a statement each year showing the tax status of all your
distributions. In addition, investors in taxable accounts should be aware of the
following basic federal income tax points:
. Distributions are taxable to you whether or not you reinvest these amounts in
additional Fund shares.
14
. Distributions declared in December--if paid to you by the end of January--are
taxable as if received in December.
. Any dividend and short-term capital gains distributions that you receive are
taxable to you as ordinary income. If you are an individual and meet certain
holding-period requirements with respect to your Fund shares, you may be
eligible for reduced federal tax rates on "qualified dividend income," if any,
distributed by the Fund.
. Any distributions of net long-term capital gains are taxable to you as
long-term capital gains, no matter how long you've owned shares in the Fund.
. Capital gains distributions may vary considerably from year to year as a
result of the Fund's normal investment activities and cash flows.
. A sale or exchange of Fund shares is a taxable event. This means that you may
have a capital gain to report as income, or a capital loss to report as a
deduction, when you complete your tax return.
. Any conversion between classes of shares of the same fund is a nontaxable
event. By contrast, an exchange between classes of shares of different funds is
a taxable event.
Dividend and capital gains distributions that you receive, as well as your gains
or losses from any sale or exchange of Fund shares, may be subject to state and
local income taxes.
The Fund may be subject to foreign taxes or foreign tax withholding on
dividends, interest, and some capital gains that the Fund receives on foreign
securities. You may qualify for an offsetting credit or deduction under U.S. tax
laws for any amount designated as your portion of the Fund's foreign tax
obligations, provided that you meet certain requirements. See your tax advisor
or IRS publications for more information.
Plain Talk About 'Buying a Dividend'
Unless you are investing through a tax-deferred retirement account (such as
an IRA), you should consider avoiding a purchase of fund shares shortly
before the fund makes a distribution, because doing so can cost you money in
taxes. This is known as "buying a dividend." For example: On December 15, you
invest $5,000, buying 250 shares for $20 each. If the fund pays a
distribution of $1 per share on December 16, its share price will drop to $19
(not counting market change). You still have only $5,000 (250 shares x $19 =
$4,750 in share value, plus 250 shares x $1 = $250 in distributions), but you
owe tax on the $250 distribution you received--even if you reinvest it in
more shares. To avoid "buying a dividend," check a fund's distribution
schedule before you invest.
15
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable
distributions or redemptions from your account if you do not:
. Provide us with your correct taxpayer identification number;
. Certify that the taxpayer identification number is correct; and
. Confirm that you are not subject to backup withholding.
Similarly, Vanguard must withhold taxes from your account if the IRS instructs
us to do so.
Foreign investors. Vanguard funds generally are not sold outside the United
States, except to certain qualified investors. If you reside outside the United
States, please consult our website at www.vanguard.com and review "Non-U.S.
investors." Foreign investors should be aware that U.S. withholding and estate
taxes may apply to any investments in Vanguard funds.
Invalid addresses. If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest all future distributions until you provide us with a valid mailing
address.
Tax consequences. This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax advisor for detailed information about
a fund's tax consequences for you.
Share Price
The Fund's share price, called its net asset value, or NAV, is calculated each
business day as of the close of regular trading on the New York Stock Exchange,
generally 4 p.m., Eastern time. Each share class has its own NAV, which is
computed by dividing the net assets allocated to each share class by the number
of Fund shares outstanding for that class. On holidays or other days when the
Exchange is closed, the NAV is not calculated, and the Fund does not transact
purchase or redemption requests. However, on those days the value of the Fund's
assets may be affected because the Fund holds foreign securities that trade on
foreign markets that are open.
Stocks held by a Vanguard fund are valued at their market value when reliable
market quotations are readily available. Certain short-term debt instruments
used to manage a fund's cash are valued on the basis of amortized cost. The
values of any foreign securities held by a fund are converted into U.S. dollars
using an exchange rate obtained from an independent third party. The values of
any mutual fund shares held by a fund are based on the NAVs of the shares. The
values of any ETF or closed-end fund shares held by a fund are based on the
market value of the shares.
16
When reliable market quotations are not readily available, securities are priced
at their fair value (the amount that the owner might reasonably expect to
receive upon the current sale of a security). A fund also will use fair-value
pricing if the value of a security it holds has been materially affected by
events occurring before the fund's pricing time but after the close of the
primary markets or exchanges on which the security is traded. This most commonly
occurs with foreign securities, which may trade on foreign exchanges that close
many hours before the fund's pricing time. Intervening events might be
company-specific (e.g., earnings report, merger announcement); country-specific
(e.g., natural disaster, economic or political news, act of terrorism, interest
rate change); or global. Intervening events include price movements in U.S.
markets that are deemed to affect the value of foreign securities.
Fair-value prices are determined by Vanguard according to procedures adopted by
the board of trustees. When fair-value pricing is employed, the prices of
securities used by a fund to calculate its NAV may differ from quoted or
published prices for the same securities.
Vanguard fund share prices can be found daily in the mutual fund listings of
most major newspapers under various "Vanguard" headings.
Financial Highlights
The following financial highlights table is intended to help you understand the
Investor Shares' financial performance for the periods shown, and certain
information reflects financial results for a single Investor Share. The total
returns in the table represent the rate that an investor would have earned or
lost each period on an investment in the Investor Shares (assuming reinvestment
of all distributions). The information for the six-month period ended April 30,
2008, has not been audited by an independent registered public accounting firm.
The information for all periods in the table through October 31, 2007, has been
derived from the financial statements audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, whose report--along with the
Fund's financial statements--is included in the Fund's most recent annual report
to shareholders. To receive a free copy of the latest annual or semiannual
report, you may access a report online at www.vanguard.com, or you may contact
Vanguard by telephone or by mail.
17
Plain Talk About How to Read the Financial Highlights Table
The Investor Shares began the fiscal period ended April 30, 2008, with a net
asset value (price) of $xx.xx per share. During the period, each Investor
Share earned $0.xx from investment income (interest and dividends) and $x.xx
from investments that had appreciated in value or that were sold for higher
prices than the Fund paid for them.
During the period, shareholders received no dividend or capital gains
distributions.
The share price at the end of the period was $xx.xx, reflecting earnings of
$x.xx per share and no distributions. This was an increase of $x.xx per share
(from $xx.xx at the beginning of the period to $xx.xx at the end of the
period). The total return was xx.xx% for the period.
As of April 30, 2008, the Investor Shares had approximately $xxx million in
net assets. For the period, the annualized expense ratio was 0.xx% ($x.x0 per
$1,000 of net assets), and the annualized net investment income amounted to
x.xx% of average net assets. The Fund sold and replaced securities valued at
an annualized rate of xx% of its net assets.
18
FTSE All-World ex-US Index Fund Investor Shares
Six Months Ended April March 8, 2007/1/ to
30, 2008 October 31, 2007
-------------------------------------------------------------------------------
Net Asset Value, $24.91 $20.00
Beginning of Period
-------------------------------------------------------------------------------
Investment Operations
-------------------------------------------------------------------------------
Net Investment Income .41/2/
-------------------------------------------------------------------------------
Net Realized and
Unrealized Gain (Loss) 4.50
on Investments
-------------------------------------------------------------------------------
Total from Investment 4.91
Operations
-------------------------------------------------------------------------------
Distributions
-------------------------------------------------------------------------------
Dividends from Net --
Investment Income
-------------------------------------------------------------------------------
Distributions from --
Realized Capital Gains
-------------------------------------------------------------------------------
Total Distributions --
-------------------------------------------------------------------------------
Net Asset Value, End $24.91
of Period
-------------------------------------------------------------------------------
Total Return/3/ 24.55%
-------------------------------------------------------------------------------
Ratios/Supplemental Data
-------------------------------------------------------------------------------
Net Assets, End of $213
Period (Millions)
-------------------------------------------------------------------------------
Ratio of Total
Expenses to Average 0.40%/4/
Net Assets
-------------------------------------------------------------------------------
Ratio of Net
Investment Income to 2.61%/4/
Average Net Assets
-------------------------------------------------------------------------------
Turnover Rate/5/ 10%
-------------------------------------------------------------------------------
1 Inception.
|
2 Calculated based on average shares outstanding.
3 Total returns do not reflect the 2% fee assessed on redemptions of shares
held for less than two months or the account service fee that may be
applicable to certain accounts with balances below $10,000.
4 Annualized.
5 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the fund's capital shares, including
ETF creation units.
19
Investing With Vanguard
This section of the prospectus explains the basics of doing business with
Vanguard. Be sure to carefully read each topic that pertains to your
relationship with Vanguard. Vanguard reserves the right to change the following
policies, without prior notice to shareholders. Please call or check online for
current information.
Each fund you hold in an account is a separate "fund account." For example, if
you hold three funds in a nonretirement account titled in your own name, two
funds in a nonretirement account titled jointly with your spouse, and one fund
in an individual retirement account, you have six fund accounts--and this is
true even if you hold the same fund in multiple accounts.
Purchasing Shares
Vanguard reserves the right, without prior notice, to increase or decrease the
minimum amount required to open, convert shares to, or maintain a fund account,
or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums
To open and maintain an account. $3,000.
To add to an existing account. $50 by Automatic Investment Plan; $100 by check,
exchange, wire, or electronic bank transfer (other than Automatic Investment
Plan).
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limits, and Other Rules You
Should Know before placing your purchase request.
Online. You may open certain types of accounts, request an electronic bank
transfer, and make an exchange (using the proceeds from the redemption of shares
from one Vanguard fund to simultaneously purchase shares of a different Vanguard
fund) through our website at www.vanguard.com if you are a registered user.
By telephone. You may call Vanguard to begin the account registration process
or request that the account-opening forms be sent to you. You may also request a
purchase of shares by wire, by electronic bank transfer, or by an exchange. See
Contacting Vanguard.
By mail. You may send your account registration form and check to open a new
fund account at Vanguard. To add to an existing fund account, you may send your
check with an Invest-by-Mail form (from your account statement) or with a
deposit slip (available online). You may also send a written request to Vanguard
to add to a fund account or to make an exchange. For a list of Vanguard
addresses, see Contacting Vanguard.
20
How to Pay For a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through
an electronic transfer of money held in a designated bank account. To establish
the electronic bank transfer option on an account, you must designate a bank
account online, complete a special form, or fill out the appropriate section of
your account registration form. After the option is set up on your account, you
can purchase shares by electronic bank transfer on a regular schedule (Automatic
Investment Plan) or whenever you wish. Your purchase request can be initiated
online, by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call
Vanguard for instructions and policies on purchasing shares by wire. See
Contacting Vanguard.
By check. You may send a check to make initial or additional purchases to your
fund account. Also see How to Initiate a Purchase Request: By mail. Make your
check payable to Vanguard and include the appropriate fund number (e.g.,
Vanguard--770). See Contacting Vanguard.
By exchange. You may purchase shares of a Vanguard fund using the proceeds from
the simultaneous redemption of shares from another Vanguard fund. You may
initiate an exchange online (if you are a registered user of Vanguard.com), by
telephone, or by mail. See Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on
the day and time Vanguard receives your request, the manner in which you are
paying, and the type of fund you are purchasing. Your purchase will be executed
using the NAV as calculated on the trade date. NAVs are calculated only on days
the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds, and for
purchases by exchange or wire into all funds: If the purchase request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
If the purchase request is received on a business day after the close of regular
trading on the NYSE, or on a nonbusiness day, the trade date will be the next
business day.
For purchases by check into money market funds: If the purchase request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the next
business day. If the purchase request is received on a business day after the
close of regular trading on the NYSE, or on a nonbusiness day, the trade date
will be the second business day following the day Vanguard receives the purchase
request. Because money market instruments must be purchased with federal funds
and it takes a money market
21
mutual fund one business day to convert check proceeds into federal funds, the
trade date will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan:
Your trade date generally will be one business day before the date you
designated for withdrawal from your bank account.
For purchases by electronic bank transfer not using an Automatic Investment
Plan: If the purchase request is received by Vanguard on a business day before
10 p.m., Eastern time, the trade date will be the next business day. If the
purchase request is received on a business day after 10 p.m., Eastern time, or
on a nonbusiness day, the trade date will be the second business day following
the day Vanguard receives the request.
If your purchase request is not accurate and complete, it may be rejected. See
Other Rules You Should Know--Good Order.
For further information about purchase transactions, consult our website at
www.vanguard.com or see Contacting Vanguard.
Other Purchase Rules You Should Know
Check purchases. All purchase checks must be written in U.S. dollars and must
be drawn on a U.S. bank. Vanguard does not accept cash, traveler's checks, or
money orders. In addition, Vanguard may refuse "starter checks" and checks that
are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal
information that we will use to verify your identity. If you do not provide the
information, we may not be able to open your account. If we are unable to verify
your identity, Vanguard reserves the right, without prior notice, to close your
account or take such other steps as we deem reasonable.
Refused or rejected purchase requests. Vanguard reserves the right to stop
selling fund shares or to reject any purchase request at any time and without
prior notice, including, but not limited to, purchases requested by exchange
from another Vanguard fund. This also includes the right to reject any purchase
request because of a history of frequent trading by the investor or because the
purchase may negatively affect a fund's operation or performance.
Large purchases. Please call Vanguard before attempting to invest a large
dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase
request once processing has begun. Please be careful when placing a purchase
request.
22
Converting Shares
When a conversion occurs, you receive shares of one class in place of shares of
another class of the same fund. At the time of conversion, the dollar value of
the "new" shares you receive equals the dollar value of the "old" shares that
were converted. In other words, the conversion has no effect on the value of
your investment in the fund. However, the number of shares you own after the
conversion may be greater than or less than the number of shares you owned
before the conversion, depending on the net asset values of the two share
classes.
A conversion between share classes of the same fund is a nontaxable event.
Trade Date
The trade date for any conversion request received in good order will depend on
the day and time Vanguard receives your request. Your conversion will be
executed using the NAVs of the different share classes on the trade date. NAVs
are calculated only on days that the NYSE is open for trading (a business day).
For a conversion request (other than a request to convert to ETF Shares)
received by Vanguard before the close of regular trading on the NYSE (generally
4 p.m., Eastern time), the trade date will be the same day. For a conversion
request received on a business day after the close of regular trading on the
NYSE, or on a nonbusiness day the trade date will be the next business day. See
Other Rules You Should Know. (Please see Conversion Privilege in the ETF Shares
section for information on conversions to ETF Shares.)
Conversions to Institutional Shares
You are eligible for a self-directed conversion from Investor Shares to
Institutional Shares of the Fund, provided that your account meets all
Institutional Shares' eligibility requirements. Registered users of our website,
www.vanguard.com, may request a conversion online, or you may contact Vanguard
by telephone or by mail to request this transaction. Accounts that qualify for
Institutional Shares will not be automatically converted.
Mandatory Conversions to Investor Shares
If an account no longer meets the balance requirements for Institutional Shares,
Vanguard may automatically convert the shares in the account to Investor Shares.
A decline in the account balance because of market movement may result in such a
conversion. Vanguard will notify the investor in writing before any mandatory
conversion occurs.
23
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limits, and Other Rules You
Should Know before placing your redemption request.
Online. You may redeem shares, request an electronic bank transfer, and make an
exchange (the purchase of shares of one Vanguard fund using the proceeds of a
simultaneous redemption from another Vanguard fund) through our website at
www.vanguard.com if you are a registered user.
By telephone. You may call Vanguard to request a redemption of shares by wire,
by electronic bank transfer, by check, or by an exchange. See Contacting
Vanguard.
By mail. You may send a written request to Vanguard to redeem from a fund
account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption
sent directly to a designated bank account. To establish the electronic bank
transfer option, you must designate a bank account online, complete a special
form, or fill out the appropriate section of your account registration form.
After the option is set up on your account, you can redeem shares by electronic
bank transfer on a regular schedule (Automatic Withdrawal Plan--$50 minimum) or
whenever you wish ($100 minimum). Your transaction can be initiated online, by
telephone, or by mail.
By wire. When redeeming from a money market fund or a bond fund, you may
instruct Vanguard to wire your redemption proceeds ($1,000 minimum) to a
previously designated bank account. Wire redemptions generally are not available
for Vanguard's balanced or stock funds. The wire redemption option is not
automatic; you must designate a bank account online, complete a special form, or
fill out the appropriate section of your account registration form. Vanguard
charges a $5 fee for wire redemptions under $5,000.
By exchange. You may have the proceeds of a Vanguard fund redemption invested
directly in shares of another Vanguard fund. You may initiate an exchange online
(if you are a registered user of Vanguard.com), by telephone, or by mail.
By check. If you have not chosen another redemption method, Vanguard will mail
you a redemption check, normally within two business days of your trade date.
Trade Date
The trade date for any redemption request received in good order will depend on
the day and time Vanguard receives your request and the manner in which you are
24
redeeming. Your redemption will be executed using the NAV as calculated on the
trade date. NAVs are calculated only on days that the NYSE is open for trading
(a business day).
For redemptions by check, exchange, or wire: If the redemption request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
If the redemption request is received on a business day after the close of
regular trading on the NYSE, or on a nonbusiness day, the trade date will be the
next business day.
. Note on timing of wire redemptions from money market funds: For telephone
requests received by Vanguard on a business day before 10:45 a.m., Eastern
time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund), the
redemption proceeds will leave Vanguard by the close of business the same day.
For telephone requests received by Vanguard on a business day after those
cut-off times, or on a nonbusiness day, and for all requests other than by
telephone, the redemption proceeds will leave Vanguard by the close of
business on the next business day.
. Note on timing of wire redemptions from bond funds: For requests received by
Vanguard on a business day before the close of regular trading on the NYSE
(generally 4 p.m., Eastern time), the redemption proceeds will leave Vanguard
by the close of business on the next business day. For requests received by
Vanguard on a business day after the close of regular trading on the NYSE, or
on a nonbusiness day, the redemption proceeds will leave Vanguard by the close
of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan:
Your trade date generally will be the date you designated for withdrawal of
funds (redemption of shares) from your Vanguard account. Proceeds of redeemed
shares generally will be credited to your designated bank account two business
days after your trade date. If the date you designated for withdrawal falls on a
weekend, holiday, or other nonbusiness day, your trade date will be the previous
business day.
For redemptions by electronic bank transfer not using an Automatic Withdrawal
Plan: If the redemption request is received by Vanguard on a business day before
the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the
trade date generally will be the same day. If the redemption request is received
on a business day after the close of regular trading on the NYSE, or on a
nonbusiness day, the trade date will be the next business day.
If your redemption request is not accurate and complete, it may be rejected. See
Other Rules You Should Know--Good Order.
25
For further information about redemption transactions, consult our website at
www.vanguard.com or see Contacting Vanguard.
Redemption Fees
The Fund charges a 2% fee on shares redeemed within two months of purchase by
selling or by exchanging to another fund, or if your shares are redeemed because
your Fund account balance falls below the minimum initial investment for any
reason, including market fluctuation. The fee is withheld from redemption
proceeds and is paid directly to the Fund. Shares held for two months or more
are not subject to the 2% fee.
In an effort to reduce or eliminate the redemption fees you pay, if you redeem
less than your full investment in the Fund, we will first redeem those shares
not subject to the fee, followed by those shares you have held the longest.
For Vanguard fund accounts (including participants in employer-sponsored defined
contribution plans that are served by Vanguard Small Business Services),
redemption fees will not apply to the following:
. Redemptions of shares purchased with reinvested dividend and capital
gains distributions.
. Share transfers, rollovers, or re-registrations within the same fund.
. Conversions of shares from one share class to another in the same fund.
. Redemptions of shares to pay fund or account fees.
. Redemptions of shares to remove excess shareholder contributions to an IRA.
. Section 529 college savings plans.
. For a one-year period, shares rolled over to an IRA held at Vanguard from a
retirement plan for which Vanguard serves as recordkeeper (except for Vanguard
Small Business Services retirement plans).
. Distributions by shareholders age 701/2 or older from the following:
. Traditional IRAs.
. Inherited IRAs (traditional and Roth).
. Rollover IRAs.
. SEP-IRAs.
. SIMPLE IRAs.
. Section 403(b)(7) plans served by the Vanguard Small Business Services
Department.
. Vanguard Retirement Plans for which Vanguard Fiduciary Trust Company serves
as trustee.
26
For participants in employer-sponsored defined contribution plans (other than
those served by the Vanguard Small Business Services Department), in addition to
the exclusions previously listed, redemption fees will not apply to the
following:
. Exchanges of shares purchased with participant payroll or employer
contributions.
. Distributions, loans, and in-service withdrawals from a plan.
. Redemptions or transfers of shares as part of a plan termination or at the
direction of the plan.
. Direct rollovers into IRAs.
Redemption fees will apply to shares exchanged out of a fund within the fund's
redemption-fee period into which fund the shares had previously been exchanged,
rolled over, or transferred by a participant.
If Vanguard does not serve as recordkeeper for your plan, redemption fees may be
applied differently. Please read your recordkeeper's plan materials carefully to
learn of any other rules or fees that may apply. Also see Frequent-Trading
Limits--Accounts Held by Intermediaries for information about the assessment of
redemption fees by intermediaries.
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to
redeem from certain types of accounts, such as trust, corporate, nonprofit, or
retirement accounts. Please call us before attempting to redeem from these types
of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or
part of a redemption in kind--that is, in the form of securities--if we
reasonably believe that a cash redemption would negatively affect the fund's
operation or performance or that the shareholder may be engaged in market-timing
or frequent trading. Under these circumstances, Vanguard also reserves the right
to delay payment of the redemption proceeds for up to seven calendar days. By
calling us before you attempt to redeem a large dollar amount, you may avoid
in-kind or delayed payment of your redemption. Please see Frequent-Trading
Limits for information about Vanguard's policies to limit frequent trading.
Recently purchased shares. Although you can redeem shares at any time, proceeds
may not be made available to you until the fund collects payment for your
purchase. This may take up to ten calendar days for shares purchased by check or
by electronic bank transfer. If you have written a check on a fund with
checkwriting privileges, that check may be rejected if your fund account does
not have a sufficient available balance.
27
Address change. If you change your address online or by telephone, there may be
a 15-day restriction on your ability to make online and telephone redemptions.
You can request a redemption in writing at any time. Confirmations of address
changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your
redemption check payable to a different person or send it to a different
address. However, this requires the written consent of all registered account
owners and may require a signature guarantee. You can obtain a signature
guarantee from most commercial and savings banks, credit unions, trust
companies, or member firms of a U.S. stock exchange. A notary public cannot
provide a signature guarantee.
No cancellations. Vanguard will not accept your request to cancel any
redemption request once processing has begun. Please be careful when placing a
redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption
proceeds for up to seven calendar days. In addition, Vanguard funds can suspend
redemptions and/or postpone payments of redemption proceeds beyond seven
calendar days at times when the NYSE is closed or during emergency
circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of
one Vanguard fund to simultaneously purchase shares of a different Vanguard
fund. You can make exchange requests online (if you are a registered user of
Vanguard.com), by telephone, or by mail. See Purchasing Shares and Redeeming
Shares.
If the NYSE is open for regular trading (a business day) at the time an exchange
request is received in good order, the trade date will generally be the same
day. See Other Rules You Should Know--Good Order for additional information on
all transaction requests.
Please note that Vanguard reserves the right, without prior notice, to revise or
terminate the exchange privilege, limit the amount of any exchange, or reject an
exchange, at any time, for any reason.
Frequent-Trading Limits
Because excessive transactions can disrupt management of a fund and increase the
fund's costs for all shareholders, Vanguard places certain limits on frequent
trading in the Vanguard funds. Each Vanguard fund (other than money market
funds, short-term bond funds, and ETF Shares) limits an investor's purchases or
exchanges into a fund
28
account for 60 calendar days after the investor has redeemed or exchanged out of
that fund account.
For Vanguard Retirement Investment Program pooled plans, the policy applies to
exchanges made by participants online or by phone.
The policy does not apply to the following:
. Purchases of shares with reinvested dividend or capital gains distributions.
. Transactions through Vanguard's Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum
Distribution Service, and Vanguard Small Business Online/(R)/.
. Redemptions of shares to pay fund or account fees.
. Transaction requests submitted by mail to Vanguard from shareholders who hold
their accounts directly with Vanguard. (Wire transactions and transaction
requests submitted by fax are not mail transactions and are subject to the
policy.)
. Transfers and re-registrations of shares within the same fund.
. Purchases of shares by asset transfer or direct rollover.
. Conversions of shares from one share class to another in the same fund.
. Checkwriting redemptions.
. Section 529 college savings plans.
. Certain approved institutional portfolios and asset allocation programs, as
well as trades made by Vanguard funds that invest in other Vanguard funds.
(Please note that shareholders of Vanguard's funds of funds are subject to the
policy.)
For participants in employer-sponsored defined contribution plans that are not
served by Vanguard Small Business Services, the frequent-trading policy does not
apply to:
. Purchases of shares with participant payroll or employer contributions or
loan repayments.
. Purchases of shares with reinvested dividend or capital gains distributions.
. Distributions, loans, and in-service withdrawals from a plan.
. Redemptions of shares as part of a plan termination or at the direction of the
plan.
. Automated transactions executed during the first six months of a participant's
enrollment in the Vanguard Managed Account Program.
. Redemptions of shares to pay fund or account fees.
. Share or asset transfers or rollovers.
. Re-registrations of shares.
. Conversions of shares from one share class to another in the same fund.
29
. Exchange requests submitted by mail to Vanguard. (Exchange requests submitted
by fax or wire are not mail requests and remain subject to the policy.)
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional
clients' accounts. If we detect suspicious trading activity, we will investigate
and take appropriate action, which may include applying to a client's accounts
the 60-day policy previously described, prohibiting a client's purchases of fund
shares, and/or eliminating the client's exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for their clients, we
cannot always monitor the trading activity of the individual clients. However,
we review trading activity at the omnibus level, and if we detect suspicious
activity, we will investigate and take appropriate action. If necessary,
Vanguard may prohibit additional purchases of fund shares by an intermediary or
by certain of the intermediary's clients. Intermediaries may also monitor their
clients' trading activities in the Vanguard funds.
For those Vanguard funds that charge purchase or redemption fees, intermediaries
will be asked to assess purchase and redemption fees on shareholder and
participant accounts and remit these fees to the funds. The application of
purchase and redemption fees and frequent-trading policies may vary among
intermediaries. There are no assurances that Vanguard will successfully identify
all intermediaries or that intermediaries will properly assess purchase and
redemption fees or administer frequent-trading policies. If you invest with
Vanguard through an intermediary, please read that firm's materials carefully to
learn of any other rules or fees that may apply.
Other Rules You Should Know
Prospectus and Shareholder Report Mailings
Vanguard attempts to eliminate the unnecessary expense of duplicate mailings by
sending just one prospectus and/or report when two or more shareholders have the
same last name and address. You may request individual prospectuses and reports
by contacting our Client Services Department in writing, by telephone, or by
e-mail.
Vanguard.com
Registration. If you are a registered user of Vanguard.com, you can use your
personal computer to review your account holdings; to buy, sell, or exchange
shares of most Vanguard funds; and to perform most other transactions. You must
register for this service online.
30
Electronic delivery. Vanguard can deliver your account statements, transaction
confirmations, and fund financial reports electronically. If you are a
registered user of Vanguard.com, you can consent to the electronic delivery of
these documents by logging on and changing your mailing preference under
"Account Profile." You can revoke your electronic consent at any time, and we
will begin to send paper copies of these documents within 30 days of receiving
your notice.
Telephone Transactions
Automatic. When we set up your account, we'll automatically enable you to do
business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account/(R)/. To conduct account transactions through Vanguard's automated
telephone service, you must first obtain a Personal Identification Number (PIN).
Call Tele-Account at 800-662-6273 to obtain a PIN, and allow seven days after
requesting the PIN before using this service.
Proof of a caller's authority. We reserve the right to refuse a telephone
request if the caller is unable to provide the requested information or if we
reasonably believe that the caller is not an individual authorized to act on the
account. Before we allow a caller to act on an account, we may request the
following information:
. Authorization to act on the account (as the account owner or by legal
documentation or other means).
. Account registration and address.
. Fund name and account number, if applicable.
. Other information relating to the caller, the account holder, or the account.
Subject to revision. For any or all shareholders, we reserve the right, at any
time and without prior notice, to revise, suspend, or terminate the privilege to
transact or communicate with Vanguard by telephone.
Good Order
We reserve the right to reject any transaction instructions that are not in
"good order." Good order generally means that your instructions include:
. The fund name and account number.
. The amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must include:
. Signatures of all registered owners.
. Signature guarantees, if required for the type of transaction. (Call Vanguard
for specific signature-guarantee requirements.)
. Any supporting documentation that may be required.
31
The requirements vary among types of accounts and transactions.
Vanguard reserves the right, without prior notice, to revise the requirements
for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or
exchange transaction for a future date. All such requests will receive trade
dates as previously described in Purchasing Shares, Converting Shares, and
Redeeming Shares. Vanguard reserves the right to return future-dated purchase
checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard will accept
telephone or online instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we
reasonably believe that the person transacting business on an account is
authorized to do so. Please take precautions to protect yourself from fraud.
Keep your account information private, and immediately review any account
statements that we provide to you. It is important that you contact Vanguard
immediately about any transactions you believe to be unauthorized.
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not
pay interest on uncashed checks.
Unusual Circumstances
If you experience difficulty contacting Vanguard online, by telephone, or by
Tele-Account, you can send us your transaction request by regular or express
mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial
intermediary, such as a bank, broker, or investment advisor. Please consult your
financial intermediary to determine which, if any, shares are available through
that firm and to learn about other rules that may apply.
Please see Frequent-Trading Limits--Accounts Held by Intermediaries for
information about the assessment of redemption fees and monitoring of frequent
trading for accounts held by intermediaries.
32
Account Service Fee
For most shareholders, Vanguard deducts a $20 account service fee from all fund
accounts that have a balance below $10,000 for any reason, including market
fluctuation. The account service fee applies to both retirement and
nonretirement fund accounts. The fee will be assessed on fund accounts in all
Vanguard funds, regardless of a fund's minimum investment amount. The account
service fee, which will be collected by redeeming fund shares in the amount of
$20, will be deducted from a fund account only once per calendar year.
If you register on Vanguard.com and elect to receive electronic delivery of
statements, reports, and other materials for all of your fund accounts, the
account service fee for balances below $10,000 will not be charged, so long as
that election remains in effect.
The account service fee also does not apply to the following:
. Money market sweep accounts held through Vanguard Brokerage Services/(R)/.
. Accounts held through intermediaries.
. Accounts held by Voyager, Voyager Select, and Flagship clients. Membership is
based on total household assets held at Vanguard, with a minimum of $100,000 to
qualify for Vanguard Voyager Services/TM/, $500,000 for Vanguard Voyager Select
Services/TM/, and $1 million for Vanguard Flagship Services/TM/. Vanguard
determines membership by aggregating assets of all eligible accounts held by the
investor and immediate family members who reside at the same address. Aggregate
assets include investments in Vanguard mutual funds, Vanguard ETFs/TM/,
annuities through Vanguard, the Vanguard 529 Plan, certain small-business
accounts, and employer-sponsored retirement plans for which Vanguard provides
recordkeeping services.
. Participant accounts in employer-sponsored defined contribution plans (other
than those served by the Vanguard Small Business Services Department, which are
subject to various fee structures). Please consult your enrollment materials for
the rules that apply to your account.
. Section 529 college savings plans.
Low-Balance Accounts
The Fund reserves the right, without prior notice, to liquidate any
investment-only retirement-plan fund account or any nonretirement fund account
whose balance falls below the minimum initial investment for any reason,
including market fluctuation. Shares redeemed in accordance with this policy
will be subject to applicable redemption fees.
33
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus,
Vanguard reserves the right to (1) alter, add, or discontinue any conditions of
purchase (including eligibility requirements), redemption, exchange, conversion,
service, or privilege at any time without prior notice; (2) accept initial
purchases by telephone; (3) freeze any account and/or suspend account services
when Vanguard has received reasonable notice of a dispute regarding the assets
in an account, including notice of a dispute between the registered or
beneficial account owners or when we reasonably believe a fraudulent transaction
may occur or has occurred; (4) temporarily freeze any account and/or suspend
account services upon initial notification to Vanguard of the death of the
shareholder until Vanguard receives required documentation in good order; (5)
alter, impose, discontinue, or waive any redemption fee, account service fee, or
other fees charged to a group of shareholders; and (6) redeem an account,
without the owner's permission to do so, in cases of threatening conduct or
suspicious, fraudulent, or illegal activity. Changes may affect any or all
investors. These actions will be taken when, at the sole discretion of Vanguard
management, we reasonably believe they are deemed to be in the best interest of
a fund.
Share Classes
Vanguard reserves the right, without prior notice, to change the eligibility
requirements of its share classes, including the types of clients who are
eligible to purchase each share class.
Fund and Account Updates
Confirmation Statements
We will send (or provide online, whichever you prefer) a confirmation of your
trade date and the amount of your transaction when you buy, sell, exchange, or
convert shares. However, we will not send confirmations reflecting only
checkwriting redemptions or the reinvestment of dividend or capital gains
distributions. For any month in which you had a checkwriting redemption, a
Checkwriting Activity Statement will be sent to you itemizing the checkwriting
redemptions for that month. Promptly review each confirmation statement that we
provide to you by mail or online. It is important that you contact Vanguard
immediately with any questions you may have about any transaction reflected on a
confirmation statement, or Vanguard will consider the transaction properly
processed.
Portfolio Summaries
We will send (or provide online, whichever you prefer) quarterly portfolio
summaries to help you keep track of your accounts throughout the year. Each
summary shows the market value of your account at the close of the statement
period, as well as all
34
distributions, purchases, redemptions, exchanges, transfers, and conversions for
the current calendar year. Promptly review each summary that we provide to you
by mail or online. It is important that you contact Vanguard immediately with
any questions you may have about any transaction reflected on the summary, or
Vanguard will consider the transaction properly processed.
Tax Statements
For most taxable accounts, we will send annual tax statements to assist you in
preparing your income tax returns. These statements, which are generally mailed
in January, will report the previous year's dividend and capital gains
distributions, proceeds from the sale of shares, and distributions from IRAs and
other retirement plans. These statements can be viewed online.
Average-Cost Review Statements
For most taxable accounts, average-cost review statements will accompany annual
1099B tax forms. These tax forms show the average cost of shares that you
redeemed during the previous calendar year, using the average-cost
single-category method, which is one of the methods established by the IRS.
Annual and Semiannual Reports
We will send (or provide online, whichever you prefer) financial reports about
Vanguard FTSE All-World ex-US Index Fund twice a year, in June and December.
These comprehensive reports include overviews of the financial markets and
provide the following specific Fund information:
. Performance assessments and comparisons with industry benchmarks.
. Financial statements with listings of Fund holdings.
Portfolio Holdings
We generally post on our website at www.vanguard.com, in the Holdings section of
the Fund's Profile page, a detailed list of the securities held by the Fund
(under Portfolio Holdings), as of the most recent calendar-quarter-end. This
list is generally updated within 30 days after the end of each calendar quarter.
Vanguard may exclude any portion of these portfolio holdings from publication
when deemed in the best interest of the Fund. We also generally post the ten
largest stock portfolio holdings of the Fund and the percentage of the Fund's
total assets that each of these holdings represents, as of the most recent
calendar-quarter-end. This list is generally updated within 15 calendar days
after the end of each calendar quarter. Please consult the Fund's Statement of
Additional Information or our website for a description of the policies and
procedures that govern disclosure of the Fund's portfolio holdings.
35
Contacting Vanguard
Web
Vanguard.com For the most complete source of Vanguard news
24 hours a day, 7 days For fund, account, and service information
a week For most account transactions
For literature requests
----------------------------------------------------------------------------------------
Phone
----------------------------------------------------------------------------------------
Vanguard For automated fund and account information
Tele-Account/(R)/ For exchange transactions (subject to limitations)
800-662-6273 Toll-free, 24 hours a day, 7 days a week
(ON-BOARD)
----------------------------------------------------------------------------------------
Investor Information For fund and service information
800-662-7447 (SHIP) For literature requests
(Text telephone for Business hours only: Monday-Friday, 8 a.m. to 10 p.m.,
people with hearing Eastern time; Saturday, 9 a.m. to 4 p.m., Eastern time
impairment at
800-952-3335)
----------------------------------------------------------------------------------------
Client Services For account information
800-662-2739 (CREW) For most account transactions
(Text telephone for Business hours only: Monday-Friday, 8 a.m. to 10 p.m.,
people with hearing Eastern time; Saturday, 9 a.m. to 4 p.m., Eastern time
impairment at
800-749-7273)
----------------------------------------------------------------------------------------
Institutional Division For information and services for large institutional investors
888-809-8102 Business hours only: Monday-Friday, 8:30 a.m. to 9 p.m., Eastern time
----------------------------------------------------------------------------------------
Intermediary Sales For information and services for financial intermediaries
Support including broker-dealers, trust institutions, insurance
800-997-2798 companies, and financial advisors
Business hours only: Monday-Friday, 8:30 a.m. to 7 p.m., Eastern time
----------------------------------------------------------------------------------------
|
36
Vanguard Addresses
Please be sure to use the correct address, depending on your method of delivery.
Use of an incorrect address could delay the processing of your transaction.
----------------------------------------------------------------------
Regular Mail (Individuals) The Vanguard Group
P.O. Box 1110
Valley Forge, PA 19482-1110
----------------------------------------------------------------------
Regular Mail (Institutions) The Vanguard Group
P.O. Box 2900
Valley Forge, PA 19482-2900
----------------------------------------------------------------------
Registered, Express, or Overnight The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
----------------------------------------------------------------------
|
Fund Number
Please use the specific fund number when contacting us:
Investor Shares
Vanguard FTSE All-World ex-US Index Fund 770
Vanguard, Vanguard.com, Connect with Vanguard, Plain Talk, Vanguard
Tele-Account, Tele-Account, Vanguard ETF, Vanguard ETFs, Vanguard Small Business
Online, Vanguard Brokerage Services, Vanguard Voyager Services, Voyager,
Vanguard Voyager Select Services, Voyager Select, Vanguard Flagship Services,
Flagship, and the ship logo are trademarks of The Vanguard Group, Inc. Vanguard
FTSE All-World ex-US Index Fund is not in any way sponsored, endorsed, sold or
promoted by FTSE International Limited (FTSE) or by the London Stock Exchange
Plc (the Exchange) or by The Financial Times Limited (FT), and neither FTSE nor
the Exchange nor FT makes any warranty or representation whatsoever, expressly
or impliedly, either as to the results to be obtained from the use of the FTSE
All-World ex US Index (the Index) and/or the figure at which the said Index
stands at any particular time on any particular day or otherwise. The Index is
compiled and calculated by FTSE. However, neither FTSE nor the Exchange nor FT
shall be liable (whether in negligence or otherwise) to any person for any error
in the Index and neither FTSE nor the Exchange nor FT shall be under any
obligation to advise any person of any error therein.
"FTSE/(R)/" is a trademark of the London Stock Exchange Plc and The Financial
Times Limited and is used by FTSE International Limited under license.
"All-World" is a trademark of FTSE International Limited.
37
ETF Shares
In addition to Investor Shares, certain Vanguard funds offer a class of shares,
known as Vanguard ETF* Shares, that are listed for trading on a national
securities exchange. If you own Investor Shares issued by one of these funds,
you may convert those shares into ETF Shares of the same fund.
Note: Vanguard reserves the right to modify or terminate the conversion
privilege in the future.
Although ETF Shares represent an investment in the same portfolio of securities
as Investor Shares, they have different characteristics and may appeal to a
different group of investors. It is important that you understand the
differences before deciding whether to convert your shares to ETF Shares.
The following material summarizes key information about ETF Shares. A separate
prospectus with more complete information about ETF Shares is also available.
Investors should review that prospectus before deciding whether to convert.
Differences Between ETF Shares and Conventional Mutual Fund Shares
Investor Shares are "conventional" mutual fund shares; that is, they can be
purchased from and redeemed with the issuing fund for cash at a net asset value
(NAV) calculated once a day. ETF Shares, by contrast, cannot be purchased from
or redeemed with the issuing fund, except as noted.
An organized trading market is expected to exist for ETF Shares, unlike
conventional mutual fund shares, because ETF Shares are listed for trading on a
national securities exchange. Investors can purchase and sell ETF Shares on the
secondary market through a broker. Secondary-market transactions occur not at
NAV, but at market prices that change throughout the day based on the supply of,
and demand for, ETF Shares and on changes in the prices of the fund's portfolio
holdings.
The market price of a fund's ETF Shares will differ somewhat from the NAV of
those shares. The difference between market price and NAV is expected to be
small most of the time, but in times of extreme market volatility the difference
may become significant.
Buying and Selling ETF Shares
Vanguard ETF Shares must be held in a brokerage account. Therefore, before
acquiring ETF Shares, whether through a conversion or an open-market purchase,
you must have an account with a broker.
*U.S. Pat. No. 6,879,964 B2; 7,337,138.
38
You buy and sell ETF Shares in the same way you buy and sell any other
exchange-traded security--on the open market, through a broker. In most cases,
the broker will charge you a commission to execute the transaction. Unless
imposed by your broker, there is no minimum dollar amount you must invest and no
minimum number of ETF Shares you must purchase. Because open-market transactions
occur at market prices, you may pay more than NAV when you buy ETF Shares and
receive less than NAV when you sell those shares.
If you own conventional shares of a Vanguard fund that issues ETF Shares, you
can convert those shares into ETF Shares of equivalent value--but you cannot
convert back. See "Conversion Privilege" for a discussion of the conversion
process.
There is one other way to buy and sell ETF Shares. Investors can purchase and
redeem ETF Shares directly from the issuing fund at NAV if they do so (1)
through certain authorized broker-dealers, (2) in large blocks of shares, known
as Creation Units, and (3) in exchange for baskets of securities rather than
cash. However, because Creation Units will be worth millions of dollars, and
because most investors prefer to transact in cash rather than with securities,
it is expected that only a limited number of institutional investors will
purchase and redeem ETF Shares this way.
Risks
ETF Shares issued by a fund are subject to the same risks as conventional shares
of the same fund. ETF Shares also are subject to the following risks:
. The market price of a fund's ETF Shares will vary somewhat from the NAV of
those shares. Therefore, you may pay more than NAV when buying ETF Shares and
you may receive less than NAV when selling them.
. ETF Shares cannot be redeemed with the Fund, except in Creation Unit
aggregations. Therefore, if you no longer wish to own ETF Shares, you must sell
them on the open market. Although ETF Shares will be listed for trading on a
national securities exchange, it is possible that an active trading market may
not be maintained.
. Trading of a fund's ETF Shares on an exchange may be halted if exchange
officials deem such action appropriate, if the shares are delisted from the
listing exchange, or if the activation of marketwide "circuit breakers" (which
are tied to large decreases in stock prices) halts stock trading generally.
39
Fees and Expenses
When you buy and sell ETF Shares through a brokerage firm, you will pay whatever
commissions the firm charges. You also will incur the cost of the "bid-asked
spread," which is the difference between the price a dealer will pay for a
security and the somewhat higher price at which the dealer will sell the same
security. If you convert from conventional shares to ETF Shares, you will not
pay a brokerage commission or a bid-asked spread. However, Vanguard charges $50
for each conversion transaction, and your broker may impose its own conversion
fees as well.
Account Services
Because you hold ETF Shares through a brokerage account, Vanguard will have no
record of your ownership unless you hold the shares through Vanguard Brokerage
Services/(R)/ (Vanguard Brokerage). Your broker will service your account. For
example, the broker will provide account statements, confirmations of your
purchases and sales of ETF Shares, and year-end tax information. The broker also
will be responsible for ensuring that you receive shareholder reports and other
communications from the fund whose ETF Shares you own. You will receive certain
services (e.g., dividend reinvestment and average-cost information) only if your
broker offers those services.
Conversion Privilege
Owners of conventional shares issued by the Fund may convert those shares into
ETF Shares of equivalent value. Please note that investors who own conventional
shares through a 401(k) plan or other employer-sponsored retirement or benefit
plan may not convert those shares into ETF Shares. Vanguard imposes a $50 charge
on conversion transactions and reserves the right, in the future, to raise or
lower the fee and to limit or terminate the conversion privilege. Your broker
may charge an additional fee to process a conversion. ETF Shares, whether
acquired through a conversion or purchased on the open market, cannot be
converted into conventional shares of the same Fund. Similarly, ETF Shares of
one fund cannot be exchanged for ETF Shares of another fund.
Unless you are an Authorized Participant, you must hold ETF Shares in a
brokerage account. Thus, before converting conventional shares into ETF Shares,
you must have an existing, or open a new, brokerage account. To initiate a
conversion of conventional shares into ETF Shares, please contact your broker.
40
Please note that upon converting your conventional mutual fund shares to ETF
Shares, you will need to select a cost-basis method of accounting for your ETF
Shares. Options for your cost-basis method will depend on your historical
transaction activity in the conventional shares. Prior to conversion, please
consult your tax advisor to identify your options and select a method. You
should also contact your broker to ensure that the method you choose is offered
by your particular brokerage firm.
Converting conventional shares into ETF Shares generally is accomplished as
follows. First, after your broker notifies Vanguard of your request to convert,
Vanguard will transfer your conventional shares from your account to the
broker's omnibus account with Vanguard (an account maintained by the broker on
behalf of all its customers who hold conventional Vanguard fund shares through
the broker). After the transfer, Vanguard's records will reflect your broker,
not you, as the owner of the shares. Next, your broker will instruct Vanguard to
convert the appropriate number or dollar amount of conventional shares in its
omnibus account into ETF Shares of equivalent value, based on the respective net
asset values of the two share classes.
Your Fund's transfer agent will reflect ownership of all ETF Shares in the name
of the Depository Trust Company (DTC). The DTC will keep track of which ETF
Shares belong to your broker, and your broker, in turn, will keep track of which
ETF Shares belong to you.
Because the DTC is unable to handle fractional shares, only whole shares will be
converted. For example, if you owned 300.250 conventional shares, and this was
equivalent in value to 90.750 ETF Shares, the DTC account would receive 90 ETF
Shares. Conventional shares worth 0.750 ETF Shares (in this example, that would
be 2.481 conventional shares) would remain in the broker's omnibus account with
Vanguard. Your broker then could either (1) credit your account with 0.750 ETF
Shares rather than 2.481 conventional shares, or (2) redeem the 2.481
conventional shares at net asset value, in which case you would receive cash in
place of those shares. If your broker chooses to redeem your conventional
shares, you will realize a gain or loss on the redemption that must be reported
on your tax return (unless you hold the shares in an IRA or other tax-deferred
account). Please consult your broker for information on how it will handle the
conversion process, including whether it will impose a fee to process a
conversion.
If you convert your conventional shares to ETF Shares through Vanguard
Brokerage, all conventional shares for which you request conversion will be
converted into ETF Shares of equivalent value. Because no fractional shares will
have to be sold, the transaction will be 100% tax-free. Vanguard Brokerage does
not impose a conversion fee over and above the fee imposed by Vanguard.
41
Here are some important points to keep in mind when converting conventional
shares of a Vanguard fund into ETF Shares:
. The conversion transaction is nontaxable except, as applicable, to the limited
extent as previously described.
. The conversion process can take anywhere from several days to several weeks,
depending on your broker. Vanguard generally will process conversion requests
either on the day they are received or on the next business day. Vanguard
imposes conversion blackout windows around the dates when a fund with ETF Shares
declares dividends. This is necessary to prevent a shareholder from collecting a
dividend from both the conventional share class currently held and also from the
ETF share class into which the shares will be converted.
. Until the conversion process is complete, you will remain fully invested in a
fund's conventional shares, and your investment will increase or decrease in
value in tandem with the net asset value of those shares.
. During the conversion process, you will be able to liquidate all or part of
your investment by instructing Vanguard or your broker (depending on who
maintains records of your share ownership) to redeem your conventional shares.
After the conversion process is complete, you will be able to liquidate all or
part of your investment by instructing your broker to sell your ETF Shares.
42
Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average
returns of the financial markets. Active managers rely on research, market
forecasts, and their own judgment and experience in selecting securities to buy
and sell.
Capital Gains Distribution. Payment to mutual fund shareholders of gains
realized on securities that a fund has sold at a profit, minus any realized
losses.
Cash Investments. Cash deposits, short-term bank deposits, and money market
instruments that include U.S. Treasury bills and notes, bank certificates of
deposit (CDs), repurchase agreements, commercial paper, and banker's
acceptances.
Circuit Breaker. A rule that requires a halt in trading in the U.S. stock
markets for a specific period of time when the Dow Jones Industrial Average
declines by a specified percentage during the course of a trading day.
Common Stock. A security representing ownership rights in a corporation. A
stockholder is entitled to share in the company's profits, some of which may be
paid out as dividends.
Country/Regional Risk. The chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of securities issued by companies in foreign countries or regions. Because
a fund may invest a large portion of its assets in securities of companies
located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country/regional risk is especially high in emerging markets.
Currency Risk. The chance that the value of a foreign investment, measured in
U.S. dollars, will decrease because of unfavorable changes in currency exchange
rates.
Dividend Distribution. Payment to mutual fund shareholders of income from
interest or dividends generated by a fund's investments.
Expense Ratio. The percentage of a fund's average net assets used to pay its
expenses during a fiscal year. The expense ratio includes management
expenses--such as advisory fees, account maintenance, reporting, accounting,
legal, and other administrative expenses--and any 12b-1 distribution fees. It
does not include the transaction costs of buying and selling portfolio
securities.
Inception Date. The date on which the assets of a fund (or one of its share
classes) are first invested in accordance with the fund's investment objective.
For funds with a subscription period, the inception date is the day after that
period ends. Investment performance is measured from the inception date.
Index. An unmanaged group of securities whose overall performance is used as a
standard to measure the investment performance of a particular market.
43
International Stock Fund. A mutual fund that invests in the stocks of companies
located outside the United States.
Investment Advisor. An organization that is responsible for making the
day-to-day decisions regarding a fund's investments.
Median Market Cap. An indicator of the size of companies in which a fund
invests; the midpoint of market capitalization (market price x shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested in each stock. Stocks representing half of the fund's assets have
market capitalizations above the median, and the rest are below it.
Net Asset Value (NAV). The market value of a mutual fund's total assets, minus
liabilities, divided by the number of shares outstanding. The value of a single
share is also called its share value or share price.
Passive Management. A low-cost investment strategy in which a mutual fund
attempts to track--rather than outperform--a specified market benchmark or
"index"; also known as indexing.
Principal. The face value of a debt instrument or the amount of money put into
an investment.
Securities. Stocks, bonds, money market instruments, and other investment
vehicles.
Total Return. A percentage change, over a specified time period, in a mutual
fund's net asset value, assuming the reinvestment of all distributions of
dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The
greater a fund's volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
44
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SHIP LOGO VANGUARD(R)
P.O. Box 2600
Valley Forge, PA 19482-2600
CONNECT WITH VANGUARD/(R)/ > www.vanguard.com
For More Information
If you would like more information about Vanguard FTSE All-World ex-US Index
Fund, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Fund's investments is available in the Fund's
annual and semiannual reports to shareholders. In the annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the Fund.
The current annual and semiannual reports and the SAI are incorporated by
reference into (and are thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or
to request additional information about the Fund or other Vanguard funds, please
visit www.vanguard.com or contact us as follows:
The Vanguard Group
Investor Information Department
P.O. Box 2600
Valley Forge, PA 19482-2600
Telephone: 800-662-7447 (SHIP)
Text telephone for people with hearing impairment: 800-952-3335
If you are a current Vanguard shareholder and would like information about your
account, account transactions, and/or account statements, please call:
Client Services Department
Telephone: 800-662-2739 (CREW)
Text telephone for people with hearing impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Fund (including the SAI) at the
SEC's Public Reference Room in Washington, DC. To find out more about this
public service, call the SEC at 202-551-8090. Reports and other information
about the Fund are also available in the EDGAR database on the SEC's Internet
site at www.sec.gov, or you can receive copies of this information, for a fee,
by electronic request at the following e-mail address: publicinfo@sec.gov, or by
writing the Public Reference Section, Securities and Exchange Commission,
Washington, DC 20549-0102.
Fund's Investment Company Act file number: 811-5972
(C) 2008 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
P770 082008
Vanguard/(R)/ FTSE All-World ex-US ETF
> Prospectus
Exchange-traded fund shares that are not individually redeemable
August 29, 2008
[Vanguard Ship Logo/R/]
This prospectus contains financial data for the Fund through the fiscal period
ended April 30, 2008.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
Contents
ETF Profile 1 Financial Highlights 25
-------------------------------------------------------------------------------
Investing in Vanguard ETF(TM) 5 Glossary of Investment Terms 28
Shares
-------------------------------------------------------------------------------
More on the Fund and ETF Shares 7
-------------------------------------------------------------------------------
The Fund and Vanguard 20
-------------------------------------------------------------------------------
Investment Advisor 21
-------------------------------------------------------------------------------
Dividends, Capital Gains, and 22
Taxes
-------------------------------------------------------------------------------
Daily Pricing 24
-------------------------------------------------------------------------------
|
A Note to Retail Investors
Vanguard ETF Shares can be purchased directly from the issuing Fund only in
exchange for a basket of securities that is expected to be worth several million
dollars. Most individual investors, therefore, will not be able to purchase ETF
Shares directly from the Fund. Instead, these investors will purchase ETF Shares
on the secondary market with the assistance of a broker. Thus, some of the
information contained in this prospectus--such as information about purchasing
and redeeming ETF Shares from the Fund and references to transaction fees
imposed on purchases and redemptions--is not relevant to most individual
investors.
An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Company or any other government
agency.
ETF Profile--Vanguard FTSE All-World ex-US ETF
The following profile summarizes key features of Vanguard FTSE All-World ex-US
ETF, an exchange-traded class of shares issued by Vanguard FTSE All-World ex-US
Index Fund.
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks of companies located in developed and emerging
markets around the world.
Primary Investment Strategies
The Fund employs a "passive management" --or indexing--investment approach
designed to track the performance of the FTSE/(R)/ All-World ex US Index, a
free-float- adjusted, market-capitalization-weighted index designed to measure
equity market performance of international markets. The Index includes
approximately 2,200 stocks of companies located in 46 countries, including both
developed and emerging markets. As of April 30, 2008, the United Kingdom, Japan,
France, Germany, Australia, and Switzerland made up approximately xx%, xx%, x%,
x%, x%, and x%, respectively, of the Index's market capitalization. The Fund
attempts to replicate the target index by investing all, or substantially all,
of its assets in the stocks that make up the Index, holding each stock in
approximately the same proportion as its weighting in the Index. For additional
information on the Fund's investment strategies, please see More on the Fund and
ETF Shares.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. Because the Fund may invest a large portion of its assets in securities
of companies located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country/regional risk is especially high in emerging markets.
. Emerging markets risk, which is the chance that the emerging markets will be
substantially more volatile, and substantially less liquid, than the more
developed foreign markets.
1
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
Because ETF Shares are traded on an exchange, they are subject to additional
risks:
. FTSE All-World ex-US ETF Shares are listed for trading on the American Stock
Exchange (AMEX) and can be bought and sold on the secondary market at market
prices. Although it is expected that the market price of a FTSE All-World ex-US
ETF Share typically will approximate its net asset value, there may be times
when the market price and the NAV vary significantly. Thus, you may pay more
than NAV when buying FTSE All-World ex-US ETF Shares on the secondary market,
and you may receive less than NAV when you sell those shares.
. Although FTSE All-World ex-US ETF Shares are listed for trading on the AMEX,
it is possible that an active trading market may not be maintained.
. Trading of FTSE All-World ex-US ETF Shares on the AMEX may be halted if AMEX
officials deem such action appropriate, if FTSE All-World ex-US ETF Shares are
delisted from the AMEX, or if the activation of marketwide "circuit breakers"
halts stock trading generally.
Performance/Risk Information
The Fund has not been in operation long enough to report a full calendar-year
return. The Financial Highlights section provides detailed information on the
Fund's fiscal-period return.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold ETF Shares of Vanguard FTSE All-World ex-US Index Fund. As is the case with
all mutual funds, transaction costs incurred by the Fund for buying and selling
securities are not reflected in the table. However, these costs are reflected in
the investment performance figures included in this prospectus. The expenses
shown under Annual Fund Operating Expenses are based on those incurred in the
fiscal period ended
October 31, 2007.
2
Shareholder Fees
(Fees paid directly from your investment)
-------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None
-------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None
-------------------------------------------------------------------------------
Transaction Fee on Purchases and Redemptions Varies/1/
-------------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses deducted from the Fund's assets)
-------------------------------------------------------------------------------
Management Expenses 0.08%
-------------------------------------------------------------------------------
12b-1 Distribution Fee None
-------------------------------------------------------------------------------
Other Expenses 0.17%
-------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.25%
-------------------------------------------------------------------------------
|
1 An investor purchasing or redeeming Creation Units of FTSE All-World ex-US
ETF will pay to the issuing Fund a standard transaction fee of $22,000. An
additional fee may be charged on the cash portion of any creation (purchase)
or redemption transaction. Please see "Purchasing Vanguard ETF Shares From
an Issuing Fund." An investor buying or selling FTSE All-World ex-US ETF
Shares on the secondary market will pay a commission to his or her broker in
an amount established by the broker. An investor converting conventional
shares into FTSE All-World ex-US ETF Shares will pay a $50 conversion fee to
Vanguard; in addition, the broker may impose a conversion fee of its own.
The following example is intended to help retail investors compare the cost of
investing in FTSE All-World ex-US ETF with the cost of investing in other funds.
It illustrates the hypothetical expenses that such investors would incur over
various periods if they invest $10,000 in FTSE All-World ex-US ETF. This example
assumes that FTSE All-World ex-US ETF Shares provide a return of 5% a year and
that operating expenses remain the same. This example does not include the
brokerage commissions that retail investors will pay to buy and sell FTSE
All-World ex-US ETF Shares. It also does not include the transaction fees on
purchases and redemptions of Creation Units, because these fees will not be
imposed on retail investors.
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------
$26 $80 $141 $318
--------------------------------------------------------
|
The value of a FTSE All-World ex-US ETF Creation Unit as of April 30, 2008, was
approximately $xx million. Assuming an investment of $xx million, payment of the
standard $22,000 transaction fee applicable to both the purchase and redemption
of the Creation Unit, a 5% return each year, and no change in operating
expenses, the total costs of holding a FTSE All-World ex-US ETF Creation Unit
would be $xxxx if the Creation Unit were redeemed after one year and $xxxx if
redeemed after three years.
3
These examples should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
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. We expect Vanguard FTSE All-World ex-US ETF Fund's expense ratio
for the current fiscal year to be 0.xx%, or $x.00 per $1,000 of average net
assets. The average international fund had expenses in 2007 of 1.48%, or
$14.80 per $1,000 of average net assets (derived from data provided by Lipper
Inc., which reports on the mutual fund industry). Management expenses, which
are one part of operating expenses, include investment advisory fees as well
as other costs of managing a fund--such as account maintenance, reporting,
accounting, legal, and other administrative expenses.
Plain Talk About Costs of Investing
Costs are an important consideration in choosing a mutual fund. That's
because you, as a shareholder, pay the costs of operating a fund, plus any
transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses
can, over time, have a dramatic effect on a fund's performance.
-------------------------------------------------------------------------------
Additional Information
As of April 30, 2008
-------------------------------------------------------------------------------
Net Assets (all share classes of $xx billion
FTSE All-World ex-US Index Fund)
-------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge,
Pa., since inception
-------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
-------------------------------------------------------------------------------
Inception Date ETF Shares--March 2, 2007
-------------------------------------------------------------------------------
Number of FTSE All-World ex-US ETF 300,000
Shares in a Creation Unit
-------------------------------------------------------------------------------
Vanguard Fund Number 991
-------------------------------------------------------------------------------
CUSIP Number 922042775
-------------------------------------------------------------------------------
AMEX Ticker Symbol VEU
-------------------------------------------------------------------------------
|
4
Investing in Vanguard ETF(TM) Shares
What Are Vanguard ETF Shares?
Vanguard ETF Shares are an exchange-traded class of shares issued by certain
Vanguard mutual funds. ETF Shares represent an interest in the portfolio of
stocks or bonds held by the issuing fund. This prospectus describes FTSE
All-World ex-US ETF, a class of shares issued by Vanguard FTSE All-World ex-US
Index Fund. In addition to ETF Shares, the Fund offers two conventional (not
exchange-traded) classes of shares. This prospectus, however, relates only to
ETF Shares.
How Are Vanguard ETF Shares Different From Conventional Mutual Fund Shares?
Conventional mutual fund shares are bought from and redeemed with the issuing
fund for cash at a net asset value (NAV) typically calculated once a day. ETF
Shares, by contrast, cannot be purchased from or redeemed with the issuing fund
except by or through Authorized Participants (defined below), and then only for
an in-kind basket of securities.
An organized trading market is expected to exist for ETF Shares, unlike
conventional mutual fund shares, because ETF Shares are listed for trading on a
national securities exchange. Investors can purchase and sell ETF Shares on the
secondary market through a broker. Secondary-market transactions occur not at
NAV, but at market prices that change throughout the day, based on the supply
of, and demand for, ETF Shares and on changes in the prices of the fund's
portfolio holdings.
The market price of a fund's ETF Shares will differ somewhat from the NAV of
those shares. The difference between market price and NAV is expected to be
small most of the time, but in times of extreme market volatility the difference
may become significant.
How Do I Buy and Sell Vanguard ETF Shares?
Vanguard funds issue and redeem ETF Shares only in large blocks of shares known
as "Creation Units." To purchase or redeem a Creation Unit, you must be an
Authorized Participant or you must trade through a broker that is an Authorized
Participant. An Authorized Participant is a participant in the Depository Trust
Company that has executed a Participant Agreement with the fund's Distributor.
Vanguard will provide a list of Authorized Participants upon request. Because
Creation Units can be purchased only in exchange for a basket of securities
likely to cost millions of dollars, it is expected that only a limited number of
institutional investors will purchase and redeem ETF Shares directly with an
issuing fund.
5
Investors who cannot afford to purchase a Creation Unit can acquire ETF Shares
in one of two ways. If you own conventional shares of a stock fund that issues
ETF Shares, you can, for a fee, convert those shares into ETF Shares of
equivalent value. For more information about the conversion privilege, see
"Conversion Privilege" under More on the Fund and ETF Shares. In addition, any
investor can purchase ETF Shares on the secondary market through a broker. ETF
Shares are publicly traded on a national securities exchange. To acquire ETF
Shares through either means, you must have a brokerage account. For information
about acquiring ETF Shares through conversion of conventional shares or through
a secondary-market purchase, please contact your broker. If you want to sell ETF
Shares, you must do so through your broker; ETF Shares cannot be converted back
into conventional shares.
When you buy or sell ETF Shares on the secondary market, your broker will charge
a commission. You will also incur the cost of the "bid-asked spread," which is
the difference between the price a dealer will pay for a security and the
somewhat higher price at which the dealer will sell the same security. In
addition, because secondary-market transactions occur at market prices, you may
pay more than NAV when you buy ETF Shares, and receive less than NAV when you
sell those shares.
6
More on the Fund and ETF Shares
The following sections explain the primary investment strategies and policies
that the Fund uses in pursuit of its objective. Look for this FLAG LOGO
symbol throughout the prospectus. It is used to mark detailed information about
the more significant risks that you would confront as a Fund shareholder. The
Fund's board of trustees, which oversees the Fund's management, may change
investment strategies or policies in the interest of shareholders without a
shareholder vote, unless those strategies or policies are designated as
fundamental. Under normal circumstances, the Fund will invest at least 80% of
its assets in the stocks that make up its target index. The Fund may change its
80% policy only upon 60 days' notice to shareholders. Note that the Fund's
investment objective is not fundamental and may be changed without a shareholder
vote.
Market Exposure
The Fund invests mainly in common stocks of companies located in developed and
emerging markets around the world.
Plain Talk About International Investing
U.S. investors who invest abroad will encounter risks not typically
associated with U.S. companies, because foreign stock and bond markets
operate differently from the U.S. markets. For instance, foreign companies
are not subject to the same accounting, auditing, and financial-reporting
standards and practices as U.S. companies, and their stocks may not be as
liquid as those of similar U.S. firms. In addition, foreign stock exchanges,
brokers, and companies generally have less government supervision and
regulation than their counterparts in the United States. These factors, among
others, could negatively affect the returns U.S. investors receive from
foreign investments.
FLAG LOGO
The Fund is subject to stock market risk, which is the chance that stock prices
overall will decline. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. In addition, investments in
foreign stock markets can be riskier than U.S. stock investments. The prices of
foreign stocks and the prices of U.S. stocks have, at times, moved in opposite
directions.
To illustrate the volatility of international stock prices, the following table
shows the best, worst, and average annual total returns for foreign stock
markets over various periods as measured by the Morgan Stanley Capital
International Europe, Australasia, Far East (MSCI EAFE) Index, a widely used
barometer of international market activity. (Total returns consist of dividend
income plus change in market price.) Note that the returns shown do not include
the costs of buying and selling stocks or other expenses that a real-world
investment portfolio would incur.
7
International Stock Market Returns
(1970-2007)
1 Year 5 Years 10 Years 20 Years
----------------------------------------------------------
Best 69.4% 36.1% 22.0% 15.5%
----------------------------------------------------------
Worst -23.4 -2.9 4.0 7.4
----------------------------------------------------------
Average 12.9 11.1 11.6 12.3
----------------------------------------------------------
|
The table covers all of the 1-, 5-, 10-, and 20-year periods from 1970 through
2007. These average returns reflect past performance of international stocks;
you should not regard them as an indication of future performance from either
foreign markets as a whole or the ETF Shares in particular.
Note that the MSCI EAFE Index does not take into account returns for emerging
markets, which can be substantially more volatile, and substantially less
liquid, than the more developed markets included in the Index. In addition,
because the MSCI EAFE Index tracks the European and Pacific developed markets
collectively, the returns in the preceding table do not reflect the variability
of returns for these markets individually. To illustrate this variability, the
following table shows returns for different international markets--as well as
for the U.S. market for comparison--from 1998 through 2007, as measured by their
respective indexes.
Returns for Various Stock Markets/1/
European Pacific Emerging U.S.
Market/2/ Market/2/ Markets/2/ Market
-----------------------------------------------------------------------------------------------------------------------------
1998 28.53% 2.72% -25.34% 28.58%
-----------------------------------------------------------------------------------------------------------------------------
1999 15.89 56.65 66.41 21.04
-----------------------------------------------------------------------------------------------------------------------------
2000 -8.39 -25.78 -30.61 -9.10
-----------------------------------------------------------------------------------------------------------------------------
2001 -19.90 -25.40 -2.62 -11.89
-----------------------------------------------------------------------------------------------------------------------------
2002 -18.38 -9.29 -6.17 -22.10
-----------------------------------------------------------------------------------------------------------------------------
2003 38.54 38.48 55.82 28.68
-----------------------------------------------------------------------------------------------------------------------------
2004 20.88 18.98 25.55 10.88
-----------------------------------------------------------------------------------------------------------------------------
2005 9.42 22.64 34.00 4.91
-----------------------------------------------------------------------------------------------------------------------------
2006 33.72 12.20 32.17 15.79
-----------------------------------------------------------------------------------------------------------------------------
2007 13.86 5.30 39.39 5.49
-----------------------------------------------------------------------------------------------------------------------------
1 European market returns are measured by the MSCI Europe Index; Pacific market returns are measured by
the MSCI Pacific Index; emerging markets returns are measured by the MSCI Emerging Markets Index; and U.S. market
returns are measured by the Standard & Poor's 500 Index.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg holding companies.
|
8
Keep in mind that these returns reflect past performance of the various indexes;
you should not consider them as an indication of future performance of the
indexes, or of the Fund in particular.
FLAG LOGO
The Fund is subject to country/regional risk and currency risk.
Country/regional risk is the chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of securities issued by companies in foreign countries or regions.
Because the Fund may invest a large portion of its assets in securities of
companies located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country/regional risk is especially high in emerging markets. Currency risk is
the chance that the value of a foreign investment, measured in U.S. dollars,
will decrease because of unfavorable changes in currency exchange rates.
Security Selection
The Fund attempts to track the investment performance of a benchmark index
consisting of common stocks of companies located in developed and emerging
countries around the world. The Fund's investment in the Index will be within
the capitalization range of the companies included in the FTSE All-World ex US
Index ($xx million to $xxx billion as of April 30, 2008). While the Index tracks
stocks that are predominantly large-cap, it also tracks mid- and small-cap
stocks to a lesser extent. Historically, these stocks have been more volatile
than--and at times have performed quite differently from--large-cap stocks. In
the future, the Index's market-capitalization range may be higher or lower, and
the Fund's investments may track a different index. Such changes may occur at
any time and without notice to Fund shareholders.
FLAG LOGO
The Fund is subject to emerging markets risk, which is the change that the
emerging markets will be substantially more volatile, and substantially less
liquid, than the more developed foreign markets.
Indexing Strategy. The Fund attempts to replicate the target index by investing
all, or substantially all, of its assets in the stocks that make up the Index,
holding each stock in approximately the same proportion as its weighting in the
Index.
Depositary Receipts. The Fund, in most cases, will obtain economic exposure to
stocks of its target index (component securities) by investing directly in
common stocks. However, the Fund reserves the right to obtain economic exposure
to component securities indirectly by purchasing depositary receipts of the
component securities. Depositary receipts are securities that are listed on
exchanges or quoted in OTC markets in one country, but represent shares of
issuers domiciled in another country. Generally, the Fund would hold depositary
receipts only when the advisor believes that holding the depositary receipt,
rather than the underlying component
9
security, would benefit the Fund. The Fund might opt to hold depositary receipts
if the foreign market in which a stock trades does not provide adequate
protection to the rights of foreign investors or government regulators place
restrictions on the free flow of capital or currency. The Fund treats depositary
receipts that represent interests in component securities as component
securities for purposes of any requirements related to the percentage of
component securities held in the Fund's portfolio.
The FTSE All-World ex US Index. The FTSE All-World ex US Index is maintained by
FTSE Group (FTSE), a widely known global index provider that currently manages
and calculates more than 60,000 indexes daily.
Other Investment Policies and Risks
The Fund reserves the right to substitute a different index for the index it
currently tracks if the current index is discontinued, if the Fund's agreement
with the sponsor of its target index is terminated, or for any other reason
determined in good faith by the Fund's board of trustees. In any such instance,
the substitute index would measure the same market segment as the current index.
The Fund may invest, to a limited extent, in stock futures and options
contracts, warrants, convertible securities, and swap agreements, all of which
are types of derivatives. Generally speaking, a derivative is a financial
contract whose value is based on the value of a financial asset (such as a
stock, bond, or currency), a physical asset (such as gold), or a market index
(such as the S&P 500 Index). Investments in derivatives may subject the Funds to
risks different from, and possibly greater than, those of underlying securities,
assets, or market indexes. The Fund will not use derivatives for speculation or
for the purpose of leveraging (magnifying) investment returns.
The Fund may enter into forward foreign currency exchange contracts, which are
types of derivative contracts, in order to maintain the same currency exposure
as its respective index. A forward foreign currency exchange contract is an
agreement to buy or sell a country's currency at a specific price on a specific
date, usually 30, 60, or 90 days in the future. In other words, the contract
guarantees an exchange rate on a given date. These contracts, however, will not
prevent the Fund's securities from falling in value during foreign market
downswings. The Fund may use these contracts to gain currency exposure when
investing in stock index futures and to settle trades in a foreign currency.
10
Cash Management
The Fund's daily cash balance may be invested in one or more Vanguard CMT Funds,
which are very low-cost money market funds. When investing in a Vanguard CMT
Fund, the Fund bears its proportionate share of the at-cost expenses of the CMT
Fund in which it invests.
Temporary Investment Measures
The Fund may temporarily depart from its normal investment policies and
strategies when doing so is believed to be in the Fund's best interest, so long
as the alternative is consistent with the Fund's investment objective. For
instance, the Fund may invest beyond the normal limits in derivatives or ETFs
that are consistent with the Fund's objective when those instruments are more
favorably priced or provide needed liquidity, as might be the case when the Fund
receives large cash flows that it cannot prudently invest immediately.
Special Risks of Exchange-Traded Shares
FLAG LOGO
ETF Shares are not individually redeemable. They can be redeemed with the
issuing Fund at NAV only in large blocks known as Creation Units. You would
incur brokerage costs in purchasing enough ETF Shares to constitute a Creation
Unit.
FLAG LOGO
The market price of ETF Shares may differ from net asset value. Vanguard ETF
Shares are listed for trading on a national securities exchange and can be
bought and sold on the secondary market at market prices. Although it is
expected that the market price of an ETF Share typically will approximate its
NAV, there may be times when the market price and the NAV differ significantly.
Thus, you may pay more than NAV when you buy ETF Shares on the secondary
market, and you may receive less than NAV when you sell those shares.
The market price of ETF Shares, like the price of any exchange-traded security,
includes a "bid-asked spread" charged by the exchange specialist and other
market-makers that cover the particular security. In times of severe market
disruption, the bid-asked spread can increase significantly. This means that
ETF Shares are most likely to be traded at a discount to NAV, and the discount
is likely to be greatest, when the price of ETF Shares is falling fastest--and
this may be the time that you most want to sell ETF Shares.
11
The following table shows the number of times the Fund's ETF Shares traded at a
premium or discount to NAV as well as the size of the premium or discount.
Premium/Discount Information as of the Most Recent Calendar Quarter Ended June 30, 2008
Market Price Above or Equal to Market Price Below NAV
NAV
------------------------------------------------------------------------------------------------
Basis Point Number Percentage of Number Percentage of
Differential/1/ of Days Total Days of Days Total Days
------------------------------------------------------------------------------------------------
Vanguard FTSE All-World ex-US ETF (Beginning March 2, 2007)
------------------------------------------------------------------------------------------------
0-24.9 xx xx% x x.xx%
------------------------------------------------------------------------------------------------
25-49.9 xx xx x 0.00
------------------------------------------------------------------------------------------------
50-74.9 xx xx x 0.00
------------------------------------------------------------------------------------------------
75-100 x xx x 0.00
------------------------------------------------------------------------------------------------
>100 x xx x 0.00
------------------------------------------------------------------------------------------------
Total xxx xx.xx% x x.xx%
------------------------------------------------------------------------------------------------
1 One basis point equals 1/100 of 1%.
|
The following table shows the cumulative (not annual) total returns of the
Fund's ETF Shares, based on the shares' NAV and market price, and of the Fund's
target index.
Cumulative Total Returns as of the Most Recent Calendar Quarter Ended June 30, 2008
Since
Inception/1/
-------------------------------------------------------------------------------
Vanguard FTSE All-World ex-US ETF
-------------------------------------------------------------------------------
Return Based on NAV xx.xx%
-------------------------------------------------------------------------------
Return Based on Market Price xx.xx
-------------------------------------------------------------------------------
FTSE All-World ex US Index
(reflects no deduction for fees, xx.xx%
expenses, or taxes)
-------------------------------------------------------------------------------
1 Since-inception returns are from March 2, 2007--the inception date of the
ETF Shares--through June 30, 2008.
|
Note: Vanguard's website will show the prior day's closing NAV and closing
market price for the Fund's ETF Shares. The website also will disclose how
frequently the Fund's ETF Shares traded at a premium or discount to NAV (based
on closing NAVs and market prices) and the magnitudes of such premiums and
discounts.
FLAG LOGO
An active trading market may not exist. Although Vanguard ETF Shares are listed
on a national securities exchange, it is possible that an active trading market
may not be maintained.
12
FLAG LOGO
Trading may be halted. Trading of Vanguard ETF Shares on the national
securities exchange will be halted whenever trading in equity securities
generally is halted by the activation of marketwide "circuit breakers," which
are tied to large decreases in the Dow Jones Industrial Average. Trading of ETF
Shares also will be halted if (1) the shares are delisted from the listing
exchange without first being listed on another exchange, or (2) exchange
officials determine that such action is appropriate in the interest of a fair
and orderly market or to protect investors.
Note: If trading of ETF Shares on the listing exchange is halted, eligible
investors (see the following section) will still be able to purchase Creation
Units of ETF Shares directly from an issuing Fund and redeem such units with
the Fund.
Purchasing Vanguard ETF Shares From an Issuing Fund
You can purchase ETF Shares from an issuing Fund if you meet the following
criteria and comply with the following procedures:
. Eligible Investors. To purchase ETF Shares from the Fund, you must be an
Authorized Participant or you must purchase through a broker that is an
Authorized Participant. An Authorized Participant is a participant in the
Depository Trust Company (DTC) that has executed a Participant Agreement with
the Fund's Distributor. Most Authorized Participants are expected to be
brokerage firms.
. Creation Units. You must purchase ETF Shares in large blocks known as
"Creation Units." The number of ETF Shares in a Creation Unit is 300,000. The
Fund will not issue fractional Creation Units.
. In-Kind Creation Basket. To purchase a Creation Unit-size block of ETF Shares,
you must deposit with the issuing Fund a basket of securities. Each business
day, after the close of trading on the AMEX, the Fund's advisor will make
available, on the National Securities Clearing Corporation (NSCC) bulletin
board, a list identifying the name and number of shares of each security to be
included in the next business day's creation basket (each, a Deposit Security).
The Fund reserves the right to permit or require purchasers to tender a
nonconforming creation basket, including a basket that contains cash in lieu of
any Deposit Security. A portion of the Fund's creation basket may include
American Depositary Receipts (ADRs).
. Cash Purchases. The Funds reserve the right to require cash rather than
in-kind securities in certain markets. As of the date of this prospectus, cash
will be required for securities traded in Brazil, Chile, India, Malaysia, South
Korea, and Taiwan.
13
. Purchase Balancing Amount. In addition to the in-kind deposit of securities,
you will either pay to, or receive from, the Fund an amount of cash (the
Purchase Balancing Amount) equal to the difference between the NAV of a Creation
Unit and the value of the Deposit Securities. The Purchase Balancing Amount
ensures that the consideration paid by an investor for a Creation Unit is
exactly equal to the value of the Creation Unit. The Fund's advisor will
publish, on a daily basis, information about the previous day's Purchase
Balancing Amount. You also must pay a transaction fee in cash. The Purchase
Balancing Amount and the transaction fee, taken together, are referred to as the
"Cash Component."
. Placement and Timing of Purchase Orders. A purchase order must be received by
the Fund's Distributor prior to the close of regular trading on the New York
Stock Exchange (generally 4 p.m., Eastern time) on the day the order is placed,
and all other procedures set forth in the Participant Agreement must be
followed, in order for you to receive the NAV determined on that day.
. Transaction Fee on Purchase of Creation Units. The Fund imposes a transaction
fee in the amount of $22,000 on each purchase of Creation Units, regardless of
the number of units purchased. When cash is included in the creation basket in
lieu of one or more securities, the Fund may impose an additional transaction
fee in an amount not to exceed 2% of the cash-in-lieu amount. The transaction
fee is paid to the Fund, not to Vanguard or a third party. The fee protects
existing shareholders of the Fund from the costs associated with issuing
Creation Units and investing cash.
Redeeming Vanguard ETF Shares With an Issuing Fund
The redemption process is essentially the reverse of the purchase process.
. Eligible Investors. To redeem ETF Shares with the Fund, you must be an
Authorized Participant or you must redeem through a broker that is an Authorized
Participant.
. Creation Units. To redeem ETF Shares with the Fund, you must tender the shares
in Creation Unit-size blocks.
. In-Kind Redemption Proceeds. Redemption proceeds will be paid in kind with a
basket of securities (Redemption Securities). In most cases, the Redemption
Securities you receive will be the same as the Deposit Securities required of
investors purchasing Creation Units on the same day. There will be times,
however, when the Deposit and Redemption Securities differ. The name and number
of the Redemption Securities in the redemption basket will be available on the
NSCC bulletin board. The Fund reserves the right to deliver a nonconforming
redemption basket.
. Redemption Balancing Amount. Depending on whether the NAV of a Creation Unit
is higher or lower than the value of the Redemption Securities, you will either
receive from or pay to the Fund a Redemption Balancing Amount in cash. If you
are due to receive a Redemption Balancing Amount, the amount you actually
receive will be reduced by the amount of the applicable transaction fee.
14
. Cash Redemptions. The Funds may redeem in cash rather than in kind in certain
markets. As of the date of this prospectus, cash redemptions will be made for
securities traded in Brazil, Chile, India, Malaysia, South Korea, and Taiwan.
. Placement and Timing of Redemption Orders. A redemption order is deemed
received on the date of transmittal if it is received by Vanguard prior to the
close of regular trading on the New York Stock Exchange on that date (generally
4 p.m., Eastern time), and if all other procedures set forth in the
Participation Agreement are followed.
. Transaction Fee on Redemption of Creation Units. The Fund imposes a
transaction fee in the amount of $22,000 on each redemption of Creation Units,
regardless of the number of units redeemed. When cash is included in the
redemption basket in lieu of one or more securities, the Fund may impose an
additional transaction fee in an amount not to exceed 2% of the cash-in-lieu
amount. As with the transaction fee on purchases, the transaction fee on
redemptions is paid to the Fund, not to Vanguard or a third party. The fee
protects existing shareholders of the Fund from the costs associated with
redeeming Creation Units and liquidating securities to generate cash.
Purchasing and Selling Vanguard ETF Shares on the Secondary Market
You can buy and sell ETF Shares on the secondary market in the same way you buy
and sell any other exchange-traded security--through a broker. In most cases,
the broker will charge you a commission to execute the transaction. The price at
which you buy or sell ETF Shares (i.e., the market price) may be more or less
than the NAV of the shares. Unless imposed by your broker, there is no minimum
dollar amount you must invest and no minimum number of ETF Shares you must buy.
Conversion Privilege
Owners of conventional shares issued by the Fund may convert those shares into
ETF Shares of equivalent value. Please note that investors who own conventional
shares through a 401(k) plan or other employer-sponsored retirement or benefit
plan may not convert those shares into ETF Shares. Vanguard imposes a $50 charge
on conversion transactions and reserves the right, in the future, to raise or
lower the fee and to limit or terminate the conversion privilege. Your broker
may charge an additional fee to process a conversion. ETF Shares, whether
acquired through a conversion or purchased on the open market, cannot be
converted into conventional shares of the same fund. Similarly, ETF Shares of
one fund cannot be exchanged for ETF Shares of another fund.
Unless you are an Authorized Participant, you must hold ETF Shares in a
brokerage account. Thus, before converting conventional shares into ETF Shares,
you must have an existing, or open a new, brokerage account. To initiate a
conversion of conventional shares into ETF Shares, please contact your broker.
15
Please note that upon converting your conventional mutual fund shares to ETF
Shares, you will need to select a cost-basis method of accounting for your ETF
Shares. Options for your cost-basis method will depend on your historical
transaction activity in the conventional shares. Prior to conversion, please
consult your tax advisor to identify your options and select a method. You
should also contact your broker to ensure that the method you choose is offered
by your particular brokerage firm.
Converting conventional shares into ETF Shares generally is accomplished as
follows. First, after your broker notifies Vanguard of your request to convert,
Vanguard will transfer your conventional shares from your account to the
broker's omnibus account with Vanguard (an account maintained by the broker on
behalf of all its customers who hold conventional Vanguard fund shares through
the broker). After the transfer, Vanguard's records will reflect your broker,
not you, as the owner of the shares. Next, your broker will instruct Vanguard to
convert the appropriate number or dollar amount of conventional shares in its
omnibus account into ETF Shares of equivalent value, based on the respective net
asset values of the two share classes.
Your Fund's transfer agent will reflect ownership of all ETF Shares in the name
of the DTC. The DTC will keep track of which ETF Shares belong to your broker,
and your broker, in turn, will keep track of which ETF Shares belong to you.
Because the DTC is unable to handle fractional shares, only whole shares will be
converted. For example, if you owned 300.250 conventional shares, and this was
equivalent in value to 90.750 ETF Shares, the DTC account would receive 90 ETF
Shares. Conventional shares worth 0.750 ETF Shares (in this example, that would
be 2.481 conventional shares) would remain in the broker's omnibus account with
Vanguard. Your broker then could either (1) credit your account with 0.750 ETF
Shares rather than 2.481 conventional shares, or (2) redeem the 2.481
conventional shares at net asset value, in which case you would receive cash in
place of those shares. If your broker chooses to redeem your conventional
shares, you will realize a gain or loss on the redemption that must be reported
on your tax return (unless you hold the shares in an IRA or other tax-deferred
account). Please consult your broker for information on how it will handle the
conversion process, including whether it will impose a fee to process a
conversion.
If you convert your conventional shares to ETF Shares through Vanguard Brokerage
Services/(R)/ (Vanguard Brokerage), all conventional shares for which you
request conversion will be converted into ETF Shares of equivalent value.
Because no fractional shares will have to be sold, the transaction will be 100%
tax-free. Vanguard Brokerage does not impose a conversion fee over and above the
fee imposed by Vanguard.
16
Here are some important points to keep in mind when converting conventional
shares of a Vanguard fund into ETF Shares:
. The conversion transaction is nontaxable except, as applicable, to the limited
extent as previously described.
. The conversion process can take anywhere from several days to several weeks,
depending on your broker. Vanguard generally will process conversion requests
either on the day they are received or on the next business day. Vanguard
imposes conversion blackout windows around the dates when a fund with ETF Shares
declares dividends. This is necessary to prevent a shareholder from collecting a
dividend from both the conventional share class currently held and also from the
ETF share class into which the shares will be converted.
. Until the conversion process is complete, you will remain fully invested in a
fund's conventional shares, and your investment will increase or decrease in
value in tandem with the net asset value of those shares.
. During the conversion process, you will be able to liquidate all or part of
your investment by instructing Vanguard or your broker (depending on who
maintains records of your share ownership) to redeem your conventional shares.
After the conversion process is complete, you will be able to liquidate all or
part of your investment by instructing your broker to sell your ETF Shares.
Frequent Trading and Market-Timing
Unlike frequent trading of a Vanguard fund's conventional (i.e., not
exchange-traded) classes of shares, frequent trading of ETF Shares does not
disrupt portfolio management, increase the fund's trading costs, lead to
realization of capital gains, or otherwise harm fund shareholders. The vast
majority of trading in ETF Shares occurs on the secondary market. Because these
trades do not involve the issuing fund directly, they do not harm the fund or
its shareholders. A few institutional investors are authorized to purchase and
redeem ETF Shares directly with the issuing fund. Because these trades are
effected in-kind (i.e., for securities and not for cash), they do not cause any
of the harmful effects (as previously noted) that may result from frequent cash
trades. Moreover, the issuing fund imposes transaction fees on in-kind purchases
and redemptions of ETF Shares to cover the custodial and other costs incurred by
the fund in effecting in-kind trades. These fees increase if an investor
substitutes cash in part or in whole for securities, reflecting the fact that
the fund's trading costs increase in those circumstances. For these reasons, the
board of trustees of each fund that issues ETF Shares has determined that it is
not necessary to adopt policies and procedures to detect and deter frequent
trading and market-timing of ETF Shares.
17
Portfolio Holdings
We generally post on our website at www.vanguard.com, in the Holdings section of
the Fund's Profile page, a detailed list of the securities held by the Fund
(under Portfolio Holdings), as of the most recent calendar-quarter-end. This
list is generally updated within 30 days after the end of each calendar quarter.
Vanguard may exclude any portion of these portfolio holdings from publication
when deemed in the best interest of the Fund. We also generally post the ten
largest stock portfolio holdings of the Fund and the percentage of the Fund's
total assets that each of these holdings represents, as of the most recent
calendar-quarter-end. This list is generally updated within 15 calendar days
after the end of each calendar quarter. Please consult the Fund's Statement of
Additional Information or our website for a description of the policies and
procedures that govern disclosure of the Fund's portfolio holdings.
Precautionary Notes
A precautionary note to retail investors: The DTC or its nominee will be the
registered owner of all outstanding ETF Shares. Your ownership of ETF Shares
will be shown on the records of the DTC and the DTC Participant broker through
which you hold the shares. Vanguard will not have any record of your ownership.
Your account information will be maintained by your broker, which will provide
you with account statements, confirmations of your purchases and sales of ETF
Shares, and tax information. Your broker also will be responsible for
distributing income and capital gains distributions and for ensuring that you
receive shareholder reports and other communications from the fund whose ETF
Shares you own. You will receive other services (e.g., dividend reinvestment and
average cost information) only if your broker offers these services.
A precautionary note to purchasers of Creation Units: You should be aware of
certain legal risks unique to investors purchasing Creation Units directly from
the issuing Fund.
Because new ETF Shares may be issued on an ongoing basis, a "distribution" of
ETF Shares could be occurring at any time. Certain activities that you perform
as a dealer could, depending on the circumstances, result in your being deemed a
participant in the distribution, in a manner that could render you a statutory
underwriter and subject you to the prospectus delivery and liability provisions
of the Securities Act of 1933. For example, you could be deemed a statutory
underwriter if you purchase Creation Units from the issuing Fund, break them
down into the constituent ETF Shares, and sell those shares directly to
customers, or if you choose to couple the creation of a supply of new ETF Shares
with an active selling effort involving solicitation of secondary-market demand
for ETF Shares. Whether a person is an underwriter depends upon all of the facts
and circumstances pertaining to that person's activities, and the examples
mentioned here should not be considered a complete description of all the
activities that could cause you to be deemed an underwriter.
18
Dealers who are not "underwriters" but are participating in a distribution (as
opposed to engaging in ordinary secondary-market transactions), and thus dealing
with ETF Shares as part of an "unsold allotment" within the meaning of Section
4(3)(C) of the Securities Act, will be unable to take advantage of the
prospectus delivery exemption provided by Section 4(3) of the Securities Act.
A precautionary note to shareholders redeeming Creation Units: An Authorized
Participant that is not a "qualified institutional buyer" as defined in Rule
144A under the Securities Act of 1933 will not be able to receive, as part of
the redemption basket, restricted securities eligible for resale under Rule
144A. (For this reason, the Funds do not intend to include 144A securities in a
redemption basket.)
A precautionary note to investment companies: For purposes of the Investment
Company Act of 1940, Vanguard ETF Shares are issued by registered investment
companies, and the acquisition of such shares by other investment companies is
subject to the restrictions of Section 12(d)(1) of that Act, except as permitted
by an SEC exemptive order that allows registered investment companies to invest
in the issuing fund beyond the limits of Section 12(d)(1), subject to certain
terms and conditions.
A note on unusual circumstances: Vanguard reserves the right to reject any
purchase request at any time, for any reason, and without notice. Vanguard funds
can stop selling shares or postpone payment of redemption proceeds at times when
the New York Stock Exchange is closed or under any emergency circumstances as
determined by the Securities and Exchange Commission.
Turnover Rate
Although the Fund normally seeks to invest for the long term, it may sell
securities regardless of how long they have been held. Generally, index-oriented
funds sell securities only in response to redemption requests or changes in the
composition of a target index. Because of this, the turnover rate for the Fund
has been very low. The Financial Highlights section of this prospectus shows the
turnover rate for the Fund. A turnover rate of 100%, for example, would mean
that the Fund had sold and replaced securities valued at 100% of its net assets
within a one-year period. The average turnover rate for international stock
funds was approximately xx%; for passively managed international stock funds,
the average turnover rate was approximately xx%, as reported by Morningstar,
Inc., on April 30, 2008.
19
Plain Talk About Turnover Rate
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs, which are not included in the
fund's expense ratio, could affect the fund's future returns. In general, the
greater the volume of buying and selling by the fund, the greater the impact
that brokerage commissions and other transaction costs will have on its
return. Also, funds with high turnover rates may be more likely to generate
capital gains that must be distributed to shareholders as taxable income.
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of 37 investment companies
with more than 150 funds holding assets in excess of $1.2 trillion. All of the
funds that are members of The Vanguard Group share in the expenses associated
with administrative services and business operations, such as personnel, office
space, equipment, and advertising.
Vanguard also provides marketing services to the funds. Although shareholders do
not pay sales commissions or 12b-1 distribution fees, each fund (or in the case
of a fund with multiple share classes, each share class of the fund) pays its
allocated share of The Vanguard Group's marketing costs.
Plain Talk/(R)/ About Vanguard's Unique Corporate Structure
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly
by the funds it oversees and thus indirectly by the shareholders in those
funds. Most other mutual funds are operated by management companies that may
be owned by one person, by a group of individuals, or by investors who own
the management company's stock. The management fees charged by these
companies include a profit component over and above the companies' cost of
providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds' expenses low.
20
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482,
which began operations in 1975, serves as advisor to the Fund through its
Quantitative Equity Group. As of April 30, 2008, Vanguard served as advisor for
approximately $1 trillion in assets. Vanguard manages the Fund on an at-cost
basis, subject to the supervision and oversight of the trustees and officers of
the Fund.
For the fiscal year ended October 31, 2007, the advisory expenses represented an
effective annual rate of 0.003% of the Fund's average net assets. For the fiscal
period ended April 30, 2008, the advisory expenses represented an effective
annual rate of 0.xx% of the Fund's average net assets.
For a discussion of why the board of trustees approved the Fund's investment
advisory arrangement, see the most recent semiannual report to shareholders
covering the fiscal period ended April 30.
George U. Sauter is Chief Investment Officer and Managing Director of Vanguard.
As Chief Investment Officer, he is responsible for the oversight of Vanguard's
Quantitative Equity and Fixed Income Groups. The investments managed by these
two groups include active quantitative equity funds, equity index funds, active
bond funds, index bond funds, stable value portfolios, and money market funds.
Since joining Vanguard in 1987, Mr. Sauter has been a key contributor to the
development of Vanguard's stock indexing and active quantitative equity
investment strategies. He received his A.B. in Economics from Dartmouth College
and an M.B.A. in Finance from the University of Chicago.
Plain Talk About the Fund's Portfolio Manager
The manager primarily responsible for the day-to-day management of the Fund
is:
Duane F. Kelly, Principal of Vanguard. He has been with Vanguard since 1989;
has managed investment portfolios since 1992; and has managed the Fund since
its inception. Education: B.S., LaSalle University.
The Statement of Additional Information provides information about the portfolio
manager's compensation, other accounts under management, and ownership of
securities in the Fund.
21
Dividends, Capital Gains, and Taxes
Fund Distributions
The Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses) as well as any net capital gains realized from the
sale of its holdings. Distributions generally occur annually in December. You
can receive distributions of income or capital gains in cash, or you can have
them automatically reinvested in more shares of the Fund.
Plain Talk About Distributions
As a shareholder, you are entitled to your portion of a fund's income from
interest and dividends as well as gains from the 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. You receive the fund's earnings as either a
dividend or capital gains distribution.
Reinvestment of Distributions
In order to reinvest dividend and capital gains distributions, investors in the
Fund's ETF Shares must hold their shares at a broker that offers a reinvestment
service (either the broker's own service or a service made available by a third
party, such as the broker's outside clearing firm or the Depository Trust
Company). If a reinvestment service is available and used, distributions of both
income and capital gains will automatically be reinvested in additional whole
and fractional ETF Shares of the Fund. If a reinvestment service is not
available, investors would receive their distributions in cash. To determine
whether a reinvestment service is available and whether there is a commission or
other charge for using this service, consult your broker.
As with all exchange-traded funds, reinvestment of dividend and capital gains
distributions in additional ETF Shares will occur four business days or more
after the ex-dividend date (the date when a distribution of dividends or capital
gains is deducted from the price of the Fund's shares). The exact number of days
depends on your broker. During that time, the amount of your distribution will
not be invested in the Fund and therefore will not share in the Fund's income,
gains, and losses.
22
Basic Tax Points
Investors in taxable accounts should be aware of the following basic federal
income tax points:
. Distributions are taxable to you whether or not you reinvest these amounts in
additional ETF Shares.
. Distributions declared in December--if paid to you by the end of January--are
taxable as if received in December.
. Any dividend and short-term capital gains distributions that you receive are
taxable to you as ordinary income. If you are an individual and meet certain
holding-period requirements with respect to your Fund shares, you may be
eligible for reduced federal tax rates on "qualified dividend income," if any,
distributed by the Fund.
. Any distributions of net long-term capital gains are taxable to you as
long-term capital gains, no matter how long you've owned ETF Shares.
. Capital gains distributions may vary considerably from year to year as a
result of the Fund's normal investment activities and cash flows.
. A sale of ETF Shares is a taxable event. This means that you may have a
capital gain to report as income, or a capital loss to report as a deduction,
when you complete your tax return.
Dividend and capital gains distributions that you receive, as well as your gains
or losses from any sale of ETF Shares, may be subject to state and local income
taxes.
The Fund may be subject to foreign taxes or foreign tax withholding on
dividends, interest, and some capital gains that the Fund receives on foreign
securities. You may qualify for an offsetting credit or deduction under U.S. tax
laws for any amount designated as your portion of the Fund's foreign tax
obligations, provided that you meet certain requirements. See your tax advisor
or IRS publications for more information.
Note: This prospectus provides general tax information only. If you are
investing through a tax-deferred retirement account, such as an IRA, special tax
rules apply. Please consult your tax advisor for detailed information about any
tax consequences for you.
23
Daily Pricing
The net asset value, or NAV, of the Fund's ETF Shares is calculated each
business day as of the close of regular trading on the New York Stock Exchange,
generally 4 p.m., Eastern time. Each share class has its own NAV, which is
computed by dividing the net assets allocated to each share class by the number
of Fund shares outstanding for that class.
Remember: If you buy or sell ETF Shares on the secondary market, you will pay or
receive the market price, which may be higher or lower than NAV. Your
transaction will be priced at NAV only if you purchase or redeem your ETF Shares
in Creation Unit blocks, or if you convert your conventional fund shares into
ETF Shares.
Stocks held by a Vanguard fund are valued at their market value when reliable
market quotations are readily available. Certain short-term debt instruments
used to manage a fund's cash are valued on the basis of amortized cost. The
values of any foreign securities held by a fund are converted into U.S. dollars
using an exchange rate obtained from an independent third party. The values of
any mutual fund shares held by a fund are based on the NAVs of the shares. The
values of any ETF or closed-end fund shares held by a fund are based on the
market value of the shares.
When reliable market quotations are not readily available, securities are priced
at their fair value (the amount that the owner might reasonably expect to
receive upon the current sale of a security). A fund also will use fair-value
pricing if the value of a security it holds has been materially affected by
events occurring before the fund's pricing time but after the close of the
primary markets or exchanges on which the security is traded. This most commonly
occurs with foreign securities, which may trade on foreign exchanges that close
many hours before the fund's pricing time. Intervening events might be
company-specific (e.g., earnings report, merger announcement); country-specific
(e.g., natural disaster, economic or political news, act of terrorism, interest
rate change); or global. Intervening events include price movements in U.S.
markets that are deemed to affect the value of foreign securities.
Fair value prices are determined by Vanguard according to procedures adopted by
the board of trustees. When fair-value pricing is employed, the prices of
securities used by a fund to calculate its NAV may differ from quoted or
published prices for the same securities.
Vanguard's website will show the previous day's closing NAV and closing market
price for the Fund's ETF Shares. The previous day's closing market price also
will be published in the business section of most major newspapers in the
listing of securities traded on the AMEX.
24
Financial Highlights
The following financial highlights table is intended to help you understand the
ETF Shares' financial performance for the periods shown, and certain information
reflects financial results for a single ETF Share. The total returns in the
table represent the rate that an investor would have earned or lost each period
on an investment in the ETF Shares (assuming reinvestment of all distributions).
The information for the six-month period ended April 30, 2008, has not been
audited by an independent registered public accounting firm. The information for
all periods in the table through October 31, 2007, has been derived from the
financial statements audited by PricewaterhouseCoopers LLP, an independent
registered public accounting firm, whose report--along with the Fund's financial
statements--is included in the Fund's most recent annual report to shareholders.
To receive a free copy of the latest annual or semiannual report, you may access
a report online at www.vanguard.com, or you may contact Vanguard by telephone or
by mail.
Plain Talk About How to Read the Financial Highlights Table
The ETF Shares began the fiscal period ended April 30, 2008, with a net asset
value (price) of $xx.xx per share. During the period, the Fund earned $x.xx
per share from investment income (interest and dividends) and $x.xx per share
from investments that had appreciated in value or that were sold for higher
prices than the Fund paid for them.
During the period, shareholders received no dividend or capital gains
distributions.
The share price at the end of the period was $xx.xx, reflecting earnings of
$xx.xx per share and no distributions. This was an increase of $xx.xx per
share (from $xx.xx at the beginning of the period to $xx.xx at the end of the
period). The total return was xx.xx% for the period.
As of April 30, 2008, the ETF Shares had approximately $x.x billion in net
assets. For the period, the annualized expense ratio was 0.xx% ($x.x0 per
$1,000 of net assets), and the annualized net investment income amounted to
x.xx% of its average net assets. The Fund sold and replaced securities valued
at an annualized rate of xx% of its net assets.
25
FTSE All-World ex-US ETF Shares
Six Months Ended March 8, 2007/1/ to
April 30, 2008 October 31, 2007
-------------------------------------------------------------------------------
Net Asset Value, $63.32 $49.80
Beginning of Period
-------------------------------------------------------------------------------
Investment Operations
-------------------------------------------------------------------------------
Net Investment Income 1.03/2/
-------------------------------------------------------------------------------
Net Realized and
Unrealized Gain (Loss) 12.49
on Investments
-------------------------------------------------------------------------------
Total from Investment 13.52
Operations
-------------------------------------------------------------------------------
Distributions
-------------------------------------------------------------------------------
Dividends from Net --
Investment Income
-------------------------------------------------------------------------------
Distributions from --
Realized Capital Gains
-------------------------------------------------------------------------------
Total Distributions --
-------------------------------------------------------------------------------
Net Asset Value, End $63.32
of Period
-------------------------------------------------------------------------------
Total Return 27.15%
-------------------------------------------------------------------------------
Ratios/Supplemental Data
-------------------------------------------------------------------------------
Net Assets, End of
Period (Millions) $1,068
-------------------------------------------------------------------------------
Ratio of Total
Expenses to Average 0.25%/3/
Net Assets
-------------------------------------------------------------------------------
Ratio of Net
Investment Income to 2.76%/3/
Average Net Assets
-------------------------------------------------------------------------------
Turnover Rate/4/ 10%
-------------------------------------------------------------------------------
1 Inception.
2 Calculated based on average shares outstanding.
3 Annualized.
4 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the fund's capital shares, including
ETF creation units.
|
Vanguard, Vanguard.com, Connect with Vanguard, Plain Talk, Vanguard ETF,
Vanguard Brokerage Services, and the ship logo are trademarks of The Vanguard
Group, Inc. Vanguard FTSE All-World ex-US Index Fund is not in any way
sponsored, endorsed, sold or promoted by FTSE International Limited (FTSE) or by
the London Stock Exchange Plc (the Exchange) or by The Financial Times Limited
(FT), and neither FTSE nor the Exchange nor FT makes any warranty or
representation whatsoever, expressly or impliedly, either as to the results to
be obtained from the use of the FTSE All-World ex US Index (the Index) and/ or
the figure at which the said Index stands at any particular time on any
particular day or otherwise. The Index is compiled and calculated by FTSE.
However, neither FTSE nor the Exchange nor FT shall be liable (whether in
negligence or otherwise) to any person for any error in the Index and neither
FTSE nor the Exchange nor FT shall be under any obligation to advise any person
of any error therein.
"FTSE/(R)/" is a trademark of the London Stock Exchange Plc and The Financial
Times Limited and is used by FTSE International Limited under license.
"All-World" is a trademark of FTSE International Limited.
26
Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average
returns of the financial markets. Active managers rely on research, market
forecasts, and their own judgment and experience in selecting securities to buy
and sell.
Authorized Participant. Institutional investors that are permitted to purchase
Creation Units directly from, and redeem Creation Units directly with, the fund.
To be an Authorized Participant, an entity must be a participant in the
Depository Trust Company and must enter into an agreement with the fund's
Distributor.
Bid-Asked Spread. The difference between what a buyer is willing to bid (pay)
for a security and the seller's asking (offer) price.
Capital Gains Distribution. Payment to mutual fund shareholders of gains
realized on securities that a fund has sold at a profit, minus any realized
losses.
Cash Investments. Cash deposits, short-term bank deposits, and money market
instruments that include U.S. Treasury bills and notes, bank certificates of
deposit (CDs), repurchase agreements, commercial paper, and banker's
acceptances.
Circuit Breaker. A rule that requires a halt in trading in the U.S. stock
markets for a specific period of time when the Dow Jones Industrial Average
declines by a specified percentage during the course of a trading day.
Common Stock. A security representing ownership rights in a corporation. A
stockholder is entitled to share in the company's profits, some of which may be
paid out as dividends.
Country/Regional Risk. The chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of securities issued by companies in foreign countries or regions. Because
a fund may invest a large portion of its assets in securities of companies
located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country risk is especially high in emerging markets.
Creation Unit. A large block of a specified number of ETF Shares. Authorized
Participants may purchase and redeem ETF Shares from the fund only in Creation
Unit-size aggregations.
Currency Risk. The chance that the value of a foreign investment, measured in
U.S. dollars, will decrease because of unfavorable changes in currency exchange
rates.
Dividend Distribution. Payment to mutual fund shareholders of income from
interest or dividends generated by a fund's investments.
ETF Shares. A class of exchange-traded shares issued by certain Vanguard mutual
funds. ETF Shares can be bought and sold continuously throughout the day at
market prices.
27
Expense Ratio. The percentage of a fund's average net assets used to pay its
expenses during a fiscal year. The expense ratio includes management
expenses--such as advisory fees, account maintenance, reporting, accounting,
legal, and other administrative expenses--and any 12b-1 distribution fees. It
does not include the transaction costs of buying and selling portfolio
securities.
Inception Date. The date on which the assets of a fund (or one of its share
classes) are first invested in accordance with the fund's investment objective.
For funds with a subscription period, the inception date is the day after that
period ends. Investment performance is measured from the inception date.
Index. An unmanaged group of securities whose overall performance is used as a
standard to measure the investment performance of a particular market.
International Stock Fund. A mutual fund that invests in the stocks of companies
located outside the United States.
Investment Advisor. An organization that is responsible for making the
day-to-day decisions regarding a fund's investments.
Median Market Cap. An indicator of the size of companies in which a fund
invests; the midpoint of market capitalization (market price x shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested in each stock. Stocks representing half of the fund's assets have
market capitalizations above the median, and the rest are below it.
Net Asset Value (NAV). The market value of a mutual fund's total assets, minus
liabilities, divided by the number of shares outstanding. The value of a single
share is also called its share value or share price.
Passive Management. A low-cost investment strategy in which a mutual fund
attempts to track--rather than outperform--a specified market benchmark or
"index"; also known as indexing.
Principal. The face value of a debt instrument or the amount of money put into
an investment.
Securities. Stocks, bonds, money market instruments, and other investment
vehicles.
Total Return. A percentage change, over a specified time period, in a mutual
fund's net asset value, assuming the reinvestment of all distributions of
dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The
greater a fund's volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
28
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SHIP LOGO VANGUARD(R)
Institutional Division
P.O. Box 2900
Valley Forge, PA 19482-2900
CONNECT WITH VANGUARD/(R)/ > www.vanguard.com
For More Information
If you would like more information about Vanguard FTSE All-World ex-US ETF, the
following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Fund's investments is available in the Fund's
annual and semiannual reports to shareholders. In the annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.
Statement of Additional Information (SAI)
The SAI for the issuing Fund provides more detailed information about the Fund's
ETF Shares.
The current annual and semiannual reports and the SAI are incorporated by
reference into (and are thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or
to request additional information about ETF Shares, please visit
www.vanguard.com or contact us as follows:
The Vanguard Group
Institutional Investor Information
P.O. Box 2900
Valley Forge, PA 19482-2900
Telephone: 866-499-8473
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Fund (including the SAI) at the
SEC's Public Reference Room in Washington, D.C. To find out more about this
public service, call the SEC at 202-551-8090. Reports and other information
about the Fund are also available in the EDGAR database on the SEC's Internet
site at www.sec.gov, or you can receive copies of this information, for a fee,
by electronic request at the following e-mail address: publicinfo@sec.gov, or by
writing the Public Reference Section, Securities and Exchange Commission,
Washington, DC 20549-0102.
Fund's Investment Company Act file number: 811-5972
(C) 2008 The Vanguard Group, Inc. All rights reserved.
U.S. Pat. No. 6,879,964 B2; 7,337,138.
Vanguard Marketing Corporation, Distributor.
P991 082008
Vanguard/(R)/ FTSE All-World ex-US Index Fund
> Prospectus
Institutional Shares
August 29, 2008
[Vanguard Ship Logo/R/]
This prospectus contains financial data for the Fund through the fiscal period
ended April 30, 2008.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
Contents
Fund Profile 1 Investing With Vanguard 20
-------------------------------------------------------------------------------
Investing in Index Funds 5 Purchasing Shares 20
-------------------------------------------------------------------------------
More on the Fund 6 Converting Shares 23
-------------------------------------------------------------------------------
The Fund and Vanguard 12 Redeeming Shares 24
-------------------------------------------------------------------------------
Investment Advisor 13 Exchanging Shares 28
-------------------------------------------------------------------------------
Dividends, Capital Gains, and 14 Frequent-Trading Limits 29
Taxes
-------------------------------------------------------------------------------
Share Price 16 Other Rules You Should Know 30
-------------------------------------------------------------------------------
Financial Highlights 17 Fund and Account Updates 34
-------------------------------------------------------------------------------
Contacting Vanguard 36
-------------------------------------------------------------------------------
ETF Shares 38
-------------------------------------------------------------------------------
Glossary of Investment Terms 43
-------------------------------------------------------------------------------
|
Why Reading This Prospectus Is Important
This prospectus explains the investment objective, policies, strategies, and
risks associated with the Fund. To highlight terms and concepts important to
mutual fund investors, we have provided Plain Talk/(R)/ explanations along the
way. Reading the prospectus will help you decide whether the Fund is the right
investment for you. We suggest that you keep this prospectus for future
reference.
Share Class Overview
This prospectus offers the Fund's Institutional Shares, which are for investors
who generally do not require special employee benefit plan services and who
invest a minimum of $5 million. A separate prospectus offers the Fund's Investor
Shares, which have an investment minimum of $3,000. In addition, the Fund issues
an exchange-traded class of shares (ETF Shares), which are also offered through
a separate prospectus. A brief description of ETF Shares and how to convert into
them appears on pages 38 to 42 of this prospectus.
The Fund's separate share classes have different expenses; as a result, their
investment performances will differ.
An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Company or any other government
agency.
Fund Profile
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks of companies located in developed and emerging
markets around the world.
Primary Investment Strategies
The Fund employs a "passive management" --or indexing--investment approach
designed to track the performance of the FTSE/(R)/ All-World ex US Index, a
free-float- adjusted, market-capitalization-weighted index designed to measure
equity market performance of international markets. The Index includes
approximately 2,200 stocks of companies located in 46 countries, including both
developed and emerging markets. As of April 30, 2008, the United Kingdom, Japan,
France, Germany, Australia, and Switzerland made up approximately xx%, xx%, x%,
x%, x%, and x%, respectively, of the Index's market capitalization. The Fund
attempts to replicate the target index by investing all, or substantially all,
of its assets in the stocks that make up the Index, holding each stock in
approximately the same proportion as its weighting in the Index. For additional
information on the Fund's investment strategies, please see More on the Fund.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. Because the Fund may invest a large portion of its assets in securities
of companies located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country/regional risk is especially high in emerging markets.
. Emerging markets risk, which is the chance that the emerging markets will be
substantially more volatile, and substantially less liquid, than the more
developed foreign markets.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
1
Performance/Risk Information
The Fund has not been in operation long enough to report a full calendar-year
return. The Financial Highlights section provides detailed information on the
Fund's fiscal-period return.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold Institutional Shares of the Fund. As is the case with all mutual funds,
transaction costs incurred by the Fund for buying and selling securities are not
reflected in the table. However, these costs are reflected in the investment
performance figures included in this prospectus. The expenses shown under Annual
Fund Operating Expenses are based on those incurred in the fiscal period ended
October 31, 2007.
Shareholder Fees
(Fees paid directly from your investment)
-------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None
-------------------------------------------------------------------------------
Purchase Fee None
-------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None
-------------------------------------------------------------------------------
Redemption Fee 2%/1/
-------------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses deducted from the Fund's assets)
-------------------------------------------------------------------------------
Management Expenses 0.07%
-------------------------------------------------------------------------------
12b-1 Distribution Fee None
-------------------------------------------------------------------------------
Other Expenses 0.08%
-------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.15%
-------------------------------------------------------------------------------
|
1 The 2% fee applies to shares redeemed within two months of purchase by selling
or by exchanging to another fund. The fee is withheld from redemption proceeds
and retained by the Fund. Shares held for two months or more are not subject
to the 2% fee.
2
The following example is intended to help you compare the cost of investing in
the Fund's Institutional Shares with the cost of investing in other mutual
funds. It illustrates the hypothetical expenses that you would incur over
various periods if you invest $10,000 in the Fund's shares. This example assumes
that the Shares provide a return of 5% a year and that operating expenses remain
the same. The results apply whether or not you redeem your investment at the end
of the given period.
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------
$40 $73 $109 $216
--------------------------------------------------------
|
This example should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
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. We expect Vanguard FTSE All-World ex-US Index Fund Institutional
Shares' expense ratio for the current fiscal year to be 0.xx%, or $x.x0 per
$1,000 of average net assets. The average international fund had expenses in
2007 of 1.48%, or $14.80 per $1,000 of average net assets (derived from data
provided by Lipper Inc., which reports on the mutual fund industry).
Management expenses, which are one part of operating expenses, include
investment advisory fees as well as other costs of managing a fund--such as
account maintenance, reporting, accounting, legal, and other administrative
expenses.
Plain Talk About Costs of Investing
Costs are an important consideration in choosing a mutual fund. That's
because you, as a shareholder, pay the costs of operating a fund, plus any
transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses
can, over time, have a dramatic effect on a fund's performance.
3
Additional Information
As of April 30, 2008
-------------------------------------------------------------------------------
Net Assets (all share classes) $xx billion
-------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa.,
since inception
-------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
-------------------------------------------------------------------------------
Inception Date March 8, 2007
-------------------------------------------------------------------------------
Minimum Initial Investment $5 million
-------------------------------------------------------------------------------
Newspaper Abbreviation FTAlWldIst
-------------------------------------------------------------------------------
Vanguard Fund Number 881
-------------------------------------------------------------------------------
CUSIP Number 922042783
-------------------------------------------------------------------------------
Ticker Symbol VFWSX
-------------------------------------------------------------------------------
|
4
Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified
market benchmark, or "index." An index is an unmanaged group of securities whose
overall performance is used as a standard to measure the investment performance
of a particular market. There are many types of indexes. Some represent entire
markets--such as the U.S. stock market or the U.S. bond market. Other indexes
cover market segments--such as small-capitalization stocks or short-term bonds.
An index fund holds all, or a representative sample, of the securities that make
up its target index. Index funds attempt to mirror the performance of the target
index, for better or worse. However, an index fund does not always perform
exactly like its target index. For example, like all mutual funds, index funds
have operating expenses and transaction costs. Market indexes do not, and
therefore will usually have a slight performance advantage over funds that track
them.
Index funds typically have the following characteristics:
. Variety of investments. Most Vanguard index funds generally invest in the
securities of a wide variety of companies and industries.
. Relative performance consistency. Because they seek to track market
benchmarks, index funds usually do not perform dramatically better or worse than
their benchmarks.
. Low cost. Index funds are inexpensive to run compared with actively managed
funds. They have low or no research costs and typically keep trading
activity--and thus brokerage commissions and other transaction costs--to a
minimum.
5
More on the Fund
This prospectus describes the primary risks you would face as a Fund
shareholder. It is important to keep in mind one of the main axioms of
investing: The higher the risk of losing money, the higher the potential reward.
The reverse, also, is generally true: The lower the risk, the lower the
potential reward. As you consider an investment in any mutual fund, you should
take into account your personal tolerance for fluctuations in the securities
markets. Look for this FLAG LOGO symbol throughout the prospectus. It is used
to mark detailed information about the more significant risks that you would
confront as a Fund shareholder.
The following sections explain the primary investment strategies and policies
that the Fund uses in pursuit of its objective. The Fund's board of trustees,
which oversees the Fund's management, may change investment strategies or
policies in the interest of shareholders without a shareholder vote, unless
those strategies or policies are designated as fundamental. Note that the Fund's
investment objective is not fundamental and may be changed without a shareholder
vote. Under normal circumstances, the Fund will invest at least 80% of its
assets in the stocks that make up its target index. The Fund may change its 80%
policy only upon 60 days' notice to shareholders.
Market Exposure
The Fund invests mainly in common stocks of companies located in developed and
emerging markets around the world.
Plain Talk About International Investing
U.S. investors who invest abroad will encounter risks not typically
associated with U.S. companies, because foreign stock and bond markets
operate differently from the U.S. markets. For instance, foreign companies
are not subject to the same accounting, auditing, and financial-reporting
standards and practices as U.S. companies, and their stocks may not be as
liquid as those of similar U.S. firms. In addition, foreign stock exchanges,
brokers, and companies generally have less government supervision and
regulation than their counterparts in the United States. These factors, among
others, could negatively affect the returns U.S. investors receive from
foreign investments.
FLAG LOGO
The Fund is subject to stock market risk, which is the chance that stock prices
overall will decline. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. In addition, investments in
foreign stock markets can be riskier than U.S. stock investments. The prices of
foreign stocks and the prices of U.S. stocks have, at times, moved in opposite
directions.
6
To illustrate the volatility of international stock prices, the following table
shows the best, worst, and average annual total returns for foreign stock
markets over various periods as measured by the Morgan Stanley Capital
International Europe, Australasia, Far East (MSCI EAFE) Index, a widely used
barometer of international market activity. (Total returns consist of dividend
income plus change in market price.) Note that the returns shown do not include
the costs of buying and selling stocks or other expenses that a real-world
investment portfolio would incur.
International Stock Market Returns
(1970-2007)
1 Year 5 Years 10 Years 20 Years
----------------------------------------------------------
Best 69.4% 36.1% 22.0% 15.5%
----------------------------------------------------------
Worst -23.4 -2.9 4.0 7.4
----------------------------------------------------------
Average 12.9 11.1 11.6 12.3
----------------------------------------------------------
|
The table covers all of the 1-, 5-, 10-, and 20-year periods from 1970 through
2007. These average returns reflect past performance of international stocks;
you should not regard them as an indication of future performance of either
foreign markets as a whole or the Fund in particular.
Note that the MSCI EAFE Index does not take into account returns for emerging
markets, which can be substantially more volatile, and substantially less
liquid, than the more developed markets included in the Index. In addition,
because the MSCI EAFE Index tracks the European and Pacific developed markets
collectively, the returns in the preceding table do not reflect the variability
of returns for these markets individually. To illustrate this variability, the
following table shows returns for different international markets--as well as
for the U.S. market for comparison--from 1998 through 2007, as measured by their
respective indexes.
7
Returns for Various Stock Markets/1/
European Pacific Emerging U.S.
Market/2/ Market/2/ Markets/2/ Market
-----------------------------------------------------------------------------------------------------------------------------
1998 28.53% 2.72% -25.34% 28.58%
-----------------------------------------------------------------------------------------------------------------------------
1999 15.89 56.65 66.41 21.04
-----------------------------------------------------------------------------------------------------------------------------
2000 -8.39 -25.78 -30.61 -9.10
-----------------------------------------------------------------------------------------------------------------------------
2001 -19.90 -25.40 -2.62 -11.89
-----------------------------------------------------------------------------------------------------------------------------
2002 -18.38 -9.29 -6.17 -22.10
-----------------------------------------------------------------------------------------------------------------------------
2003 38.54 38.48 55.82 28.68
-----------------------------------------------------------------------------------------------------------------------------
2004 20.88 18.98 25.55 10.88
-----------------------------------------------------------------------------------------------------------------------------
2005 9.42 22.64 34.00 4.91
-----------------------------------------------------------------------------------------------------------------------------
2006 33.72 12.20 32.17 15.79
-----------------------------------------------------------------------------------------------------------------------------
2007 13.86 5.30 39.39 5.49
-----------------------------------------------------------------------------------------------------------------------------
1 European market returns are measured by the MSCI Europe Index; Pacific market returns are measured by
the MSCI Pacific Index; emerging markets returns are measured by the MSCI Emerging Markets Index; and U.S. market
returns are measured by the Standard & Poor's 500 Index.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg holding companies.
|
Keep in mind that these returns reflect past performance of the various indexes;
you should not consider them as an indication of future performance of the
indexes, or of the Fund in particular.
FLAG LOGO
The Fund is subject to country/regional risk and currency risk.
Country/regional risk is the chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of securities issued by companies in foreign countries or regions.
Because the Fund may invest a large portion of its assets in securities of
companies located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country/regional risk is especially high in emerging markets. Currency risk is
the chance that the value of a foreign investment, measured in U.S. dollars,
will decrease because of unfavorable changes in currency exchange rates.
Security Selection
The Fund attempts to track the investment performance of a benchmark index
consisting of common stocks of companies located in developed and emerging
countries around the world. The Fund's investment in the Index will be within
the capitalization range of the companies included in the FTSE All-World ex US
Index ($xx million to $xxx billion as of April 30, 2008). While the Index tracks
stocks that are predominantly large-cap, it also
8
tracks mid- and small-cap stocks to a lesser extent. Historically, these stocks
have been more volatile than--and at times have performed quite differently
from--large-cap stocks. In the future, the Index's market-capitalization range
may be higher or lower, and the Fund's investments may track a different index.
Such changes may occur at any time and without notice to Fund shareholders.
FLAG LOGO
The Fund is subject to emerging markets risk, which is the change that the
emerging markets will be substantially more volatile, and substantially less
liquid, than the more developed foreign markets.
Indexing Strategy. The Fund attempts to replicate the target index by investing
all, or substantially all, of its assets in the stocks that make up the Index,
holding each stock in approximately the same proportion as its weighting in the
Index.
Depositary Receipts. The Fund, in most cases, will obtain economic exposure to
stocks of its target index (component securities) by investing directly in
common stocks. However, the Fund reserves the right to obtain economic exposure
to component securities indirectly by purchasing depositary receipts of the
component securities. Depositary receipts are securities that are listed on
exchanges or quoted in OTC markets in one country, but represent shares of
issuers domiciled in another country. Generally, the Fund would hold depositary
receipts only when the advisor believes that holding the depositary receipt,
rather than the underlying component security, would benefit the Fund. The Fund
might opt to hold depositary receipts if the foreign market in which a stock
trades does not provide adequate protection to the rights of foreign investors
or government regulators place restrictions on the free flow of capital or
currency. The Fund treats depositary receipts that represent interests in
component securities as component securities for purposes of any requirements
related to the percentage of component securities held in the Fund's portfolio.
The FTSE All-World ex US Index. The FTSE All-World ex US Index is maintained by
FTSE Group (FTSE), a widely known global index provider that currently manages
and calculates more than 60,000 indexes daily.
Other Investment Policies and Risks
The Fund reserves the right to substitute a different index for the index it
currently tracks if the current index is discontinued, if the Fund's agreement
with the sponsor of its target index is terminated, or for any other reason
determined in good faith by the Fund's board of trustees. In any such instance,
the substitute index would measure the same market segment as the current index.
The Fund may invest, to a limited extent, in stock futures and options
contracts, warrants, convertible securities, and swap agreements, all of which
are types of derivatives. Generally speaking, a derivative is a financial
contract whose value is based on the value of a financial asset (such as a
stock, bond, or currency), a physical asset (such as gold), or
9
a market index (such as the S&P 500 Index). Investments in derivatives may
subject the Funds to risks different from, and possibly greater than, those of
underlying securities, assets, or market indexes. The Fund will not use
derivatives for speculation or for the purpose of leveraging (magnifying)
investment returns.
The Fund may enter into forward foreign currency exchange contracts, which are
types of derivative contracts, in order to maintain the same currency exposure
as its respective index. A forward foreign currency exchange contract is an
agreement to buy or sell a country's currency at a specific price on a specific
date, usually 30, 60, or 90 days in the future. In other words, the contract
guarantees an exchange rate on a given date. These contracts, however, will not
prevent the Fund's securities from falling in value during foreign market
downswings. The Fund may use these contracts to gain currency exposure when
investing in stock index futures and to settle trades in a foreign currency.
Cash Management
The Fund's daily cash balance may be invested in one or more Vanguard CMT Funds,
which are very low-cost money market funds. When investing in a Vanguard CMT
Fund, the Fund bears its proportionate share of the at-cost expenses of the CMT
Fund in which it invests.
Temporary Investment Measures
The Fund may temporarily depart from its normal investment policies and
strategies when doing so is believed to be in the Fund's best interest, so long
as the alternative is consistent with the Fund's investment objective. For
instance, the Fund may invest beyond the normal limits in derivatives or ETFs
that are consistent with the Fund's objective when those instruments are more
favorably priced or provide needed liquidity, as might be the case when the Fund
receives large cash flows that it cannot prudently invest immediately.
Redemption Fee
The Fund charges a 2% redemption fee on shares that are redeemed before they
have been held two months. The fee applies when shares are redeemed by selling
or by exchanging to another Vanguard fund. Shares you have held the longest will
be redeemed first.
Unlike a sales charge or a load paid to a broker or a fund management company,
redemption fees are paid directly to the Fund to offset the costs of buying and
selling securities. The 2% redemption fee is designed to ensure that short-term
investors pay their share of the Fund's transaction costs and that long-term
investors do not subsidize the activities of short-term traders.
10
See the Fund Profile and Investing With Vanguard for more information about
fees.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent
trading of mutual fund shares, such as market-timing. For funds holding foreign
securities, investors may try to take advantage of an anticipated difference
between the price of the fund's shares and price movements in overseas markets,
a practice also known as time-zone arbitrage. Investors also may try to engage
in frequent trading of funds holding investments such as small-cap stocks and
high-yield bonds. As money is shifted into and out of a fund by a shareholder
engaging in frequent trading, a fund incurs costs for buying and selling
securities, resulting in increased brokerage and administrative costs. These
costs are borne by all fund shareholders, including the long-term investors who
do not generate the costs. In addition, frequent trading may interfere with an
advisor's ability to efficiently manage the fund.
Policies to Address Frequent Trading. The Vanguard funds (other than money
market funds, short-term bond funds, and Vanguard ETF(TM) Shares) do not
knowingly accommodate frequent trading. The board of trustees of each Vanguard
fund has adopted policies and procedures reasonably designed to detect and
discourage frequent trading and, in some cases, to compensate the fund for the
costs associated with it. Although there is no assurance that Vanguard will be
able to detect or prevent frequent trading or market-timing in all
circumstances, the following policies have been adopted to address these issues:
. Each Vanguard fund reserves the right to reject any purchase
request--including exchanges from other Vanguard funds--without notice and
regardless of size. For example, a purchase request could be rejected if
Vanguard determines that such purchase may negatively affect a fund's operation
or performance or because of a history of frequent trading by the investor.
. Each Vanguard fund (other than money market funds, short-term bond funds, and
ETF Shares) generally prohibits, except as otherwise noted in the Investing With
Vanguard section, an investor's purchases or exchanges into a fund account for
60 calendar days after the investor has redeemed or exchanged out of that fund
account.
. Certain Vanguard funds charge shareholders purchase and/or redemption fees
on transactions.
See the Investing With Vanguard section of this prospectus for further details
on Vanguard's transaction policies.
Each fund (other than money market funds), in determining its net asset value,
will, when appropriate, use fair-value pricing, as described in the Share Price
section. Fair-value pricing may reduce or eliminate the profitability of certain
frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
11
Turnover Rate
Although the Fund normally seeks to invest for the long term, it may sell
securities regardless of how long they have been held. Generally, index-oriented
funds sell securities only in response to redemption requests or changes in the
composition of a target index. Because of this, the turnover rate for the Fund
has been very low. The Financial Highlights section of this prospectus shows the
turnover rate for the Fund. A turnover rate of 100%, for example, would mean
that the Fund had sold and replaced securities valued at 100% of its net assets
within a one-year period. The average turnover rate for international stock
funds was approximately xx%; for passively managed international stock funds,
the average turnover rate was approximately xx%, as reported by Morningstar,
Inc., on April 30, 2008.
Plain Talk About Turnover Rate
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs, which are not included in the
fund's expense ratio, could affect the fund's future returns. In general, the
greater the volume of buying and selling by the fund, the greater the impact
that brokerage commissions and other transaction costs will have on its
return. Also, funds with high turnover rates may be more likely to generate
capital gains that must be distributed to shareholders as taxable income.
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of 37 investment companies
with more than 150 funds holding assets in excess of $1.2 trillion. All of the
funds that are members of The Vanguard Group share in the expenses associated
with administrative services and business operations, such as personnel, office
space, equipment, and advertising.
Vanguard also provides marketing services to the funds. Although shareholders do
not pay sales commissions or 12b-1 distribution fees, each fund (or in the case
of a fund with multiple share classes, each share class of the fund) pays its
allocated share of The Vanguard Group's marketing costs.
12
Plain Talk About Vanguard's Unique Corporate Structure
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly
by the funds it oversees and thus indirectly by the shareholders in those
funds. Most other mutual funds are operated by management companies that may
be owned by one person, by a group of individuals, or by investors who own
the management company's stock. The management fees charged by these
companies include a profit component over and above the companies' cost of
providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds' expenses low.
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482,
which began operations in 1975, serves as advisor to the Fund through its
Quantitative Equity Group. As of April 30, 2008, Vanguard served as advisor for
approximately $1 trillion in assets. Vanguard manages the Fund on an at-cost
basis, subject to the supervision and oversight of the trustees and officers of
the Fund.
For the fiscal period ended October 31, 2007, the advisory expenses represented
an effective annual rate of 0.003% of the Fund's average net assets. For the
fiscal period ended April 30, 2008, the advisory expenses represented an
effective annual rate of 0.xx% of the Fund's average net assets.
For a discussion of why the board of trustees approved the Fund's investment
advisory arrangement, see the most recent semiannual report to shareholders
covering the fiscal period ended April 30.
George U. Sauter is Chief Investment Officer and Managing Director of Vanguard.
As Chief Investment Officer, he is responsible for the oversight of Vanguard's
Quantitative Equity and Fixed Income Groups. The investments managed by these
two groups include active quantitative equity funds, equity index funds, active
bond funds, index bond funds, stable value portfolios, and money market funds.
Since joining Vanguard in 1987, Mr. Sauter has been a key contributor to the
development of Vanguard's stock indexing and active quantitative equity
investment strategies. He received his A.B. in Economics from Dartmouth College
and an M.B.A. in Finance from the University of Chicago.
13
Plain Talk About the Fund's Portfolio Manager
The manager primarily responsible for the day-to-day management of the Fund
is:
Duane F. Kelly, Principal of Vanguard. He has been with Vanguard since 1989;
has managed investment portfolios since 1992; and has managed the Fund since
its inception. Education: B.S., LaSalle University.
The Statement of Additional Information provides information about the portfolio
manager's compensation, other accounts under management, and ownership of
securities in the Fund.
Dividends, Capital Gains, and Taxes
Fund Distributions
The Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses) as well as any net capital gains realized from the
sale of its holdings. Distributions generally occur annually in December. You
can receive distributions of income or capital gains in cash, or you can have
them automatically reinvested in more shares of the Fund.
Plain Talk About Distributions
As a shareholder, you are entitled to your portion of a fund's income from
interest and dividends as well as gains from the 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. You receive the fund's earnings as either a
dividend or capital gains distribution.
Basic Tax Points
Vanguard will send you a statement each year showing the tax status of all your
distributions. In addition, investors in taxable accounts should be aware of the
following basic federal income tax points:
. Distributions are taxable to you whether or not you reinvest these amounts in
additional Fund shares.
14
. Distributions declared in December--if paid to you by the end of January--are
taxable as if received in December.
. Any dividend and short-term capital gains distributions that you receive are
taxable to you as ordinary income. If you are an individual and meet certain
holding-period requirements with respect to your Fund shares, you may be
eligible for reduced federal tax rates on "qualified dividend income," if any,
distributed by the Fund.
. Any distributions of net long-term capital gains are taxable to you as
long-term capital gains, no matter how long you've owned shares in the Fund.
. Capital gains distributions may vary considerably from year to year as a
result of the Fund's normal investment activities and cash flows.
. A sale or exchange of Fund shares is a taxable event. This means that you may
have a capital gain to report as income, or a capital loss to report as a
deduction, when you complete your tax return.
. Any conversion between classes of shares of the same fund is a nontaxable
event. By contrast, an exchange between classes of shares of different funds is
a taxable event.
Dividend and capital gains distributions that you receive, as well as your gains
or losses from any sale or exchange of Fund shares, may be subject to state and
local income taxes.
The Fund may be subject to foreign taxes or foreign tax withholding on
dividends, interest, and some capital gains that the Fund receives on foreign
securities. You may qualify for an offsetting credit or deduction under U.S. tax
laws for any amount designated as your portion of the Fund's foreign tax
obligations, provided that you meet certain requirements. See your tax advisor
or IRS publications for more information.
Plain Talk About 'Buying a Dividend'
Unless you are investing through a tax-deferred retirement account (such as
an IRA), you should consider avoiding a purchase of fund shares shortly
before the fund makes a distribution, because doing so can cost you money in
taxes. This is known as "buying a dividend." For example: On December 15, you
invest $5,000, buying 250 shares for $20 each. If the fund pays a
distribution of $1 per share on December 16, its share price will drop to $19
(not counting market change). You still have only $5,000 (250 shares x $19 =
$4,750 in share value, plus 250 shares x $1 = $250 in distributions), but you
owe tax on the $250 distribution you received--even if you reinvest it in
more shares. To avoid "buying a dividend," check a fund's distribution
schedule before you invest.
15
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable
distributions or redemptions from your account if you do not:
. Provide us with your correct taxpayer identification number;
. Certify that the taxpayer identification number is correct; and
. Confirm that you are not subject to backup withholding.
Similarly, Vanguard must withhold taxes from your account if the IRS instructs
us to do so.
Foreign investors. Vanguard funds generally are not sold outside the United
States, except to certain qualified investors. If you reside outside the United
States, please consult our website at www.vanguard.com and review "Non-U.S.
investors." Foreign investors should be aware that U.S. withholding and estate
taxes may apply to any investments in Vanguard funds.
Invalid addresses. If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest all future distributions until you provide us with a valid mailing
address.
Tax consequences. This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax advisor for detailed information about
a fund's tax consequences for you.
Share Price
The Fund's share price, called its net asset value, or NAV, is calculated each
business day as of the close of regular trading on the New York Stock Exchange,
generally 4 p.m., Eastern time. Each share class has its own NAV, which is
computed by dividing the net assets allocated to each share class by the number
of Fund shares outstanding for that class. On holidays or other days when the
Exchange is closed, the NAV is not calculated, and the Fund does not transact
purchase or redemption requests. However, on those days the value of the Fund's
assets may be affected because the Fund holds foreign securities that trade on
foreign markets that are open.
Stocks held by a Vanguard fund are valued at their market value when reliable
market quotations are readily available. Certain short-term debt instruments
used to manage a fund's cash are valued on the basis of amortized cost. The
values of any foreign securities held by a fund are converted into U.S. dollars
using an exchange rate obtained from an independent third party. The values of
any mutual fund shares held by a fund are based on the NAVs of the shares. The
values of any ETF or closed-end fund shares held by a fund are based on the
market value of the shares.
16
When reliable market quotations are not readily available, securities are priced
at their fair value (the amount that the owner might reasonably expect to
receive upon the current sale of a security). A fund also will use fair-value
pricing if the value of a security it holds has been materially affected by
events occurring before the fund's pricing time but after the close of the
primary markets or exchanges on which the security is traded. This most commonly
occurs with foreign securities, which may trade on foreign exchanges that close
many hours before the fund's pricing time. Intervening events might be
company-specific (e.g., earnings report, merger announcement); country-specific
(e.g., natural disaster, economic or political news, act of terrorism, interest
rate change); or global. Intervening events include price movements in U.S.
markets that are deemed to affect the value of foreign securities.
Fair-value prices are determined by Vanguard according to procedures adopted by
the board of trustees. When fair-value pricing is employed, the prices of
securities used by a fund to calculate its NAV may differ from quoted or
published prices for the same securities.
Vanguard fund share prices can be found daily in the mutual fund listings of
most major newspapers under various "Vanguard" headings.
Financial Highlights
The following financial highlights table is intended to help you understand the
Institutional Shares' financial performance for the periods shown, and certain
information reflects financial results for a single Institutional Share. The
total returns in the table represent the rate that an investor would have earned
or lost each period on an investment in the Institutional Shares (assuming
reinvestment of all distributions). The information for the six-month period
ended April 30, 2008, has not been audited by an independent registered public
accounting firm. The information for all periods in the table through October
31, 2007, has been derived from the financial statements audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
whose report--along with the Fund's financial statements--is included in the
Fund's most recent annual report to shareholders. To receive a free copy of the
latest annual or semiannual report, you may access a report online at
www.vanguard.com, or you may contact Vanguard by telephone or by mail.
17
Plain Talk About How to Read the Financial Highlights Table
The Institutional Shares began the fiscal period ended April 30, 2008, with a
net asset value (price) of $xx.xx per share. During the period, each
Institutional Share earned $x.xx from investment income (interest and
dividends) and $x.xx from investments that had appreciated in value or that
were sold for higher prices than the Fund paid for them.
During the period, shareholders received no dividend or capital gains
distributions.
The share price at the end of the period was $xx.xx, reflecting earnings of
$x.xx per share and no distributions. This was an increase of $x.xx per share
(from $xx.xx at the beginning of the period to $xx.xx at the end of the
period). The total return was xx.xx% for the period.
As of April 30, 2008, the Institutional Shares had approximately $xxx million
in net assets. For the period, the annualized expense ratio was 0.xx% ($x.x0
per $1,000 of net assets), and the annualized net investment income amounted
to x.xx% of average net assets. The Fund sold and replaced securities valued
at an annualized rate of xx% of its net assets.
18
FTSE All-World ex-US Index Fund Institutional Shares
Six Months Ended April April 30, 2007/1/ to
30, 2008 October 31, 2007
--------------------------------------------------------------------------------
Net Asset Value, $124.76 $107.33
Beginning of Period
--------------------------------------------------------------------------------
Investment Operations
--------------------------------------------------------------------------------
Net Investment Income 1.15/2/
--------------------------------------------------------------------------------
Net Realized and
Unrealized Gain (Loss) 16.28
on Investments
-------------------------------------------------------------------------------
Total from Investment 17.43
Operations
-------------------------------------------------------------------------------
Distributions
-------------------------------------------------------------------------------
Dividends from Net --
Investment Income
-------------------------------------------------------------------------------
Distributions from --
Realized Capital Gains
-------------------------------------------------------------------------------
Total Distributions --
-------------------------------------------------------------------------------
Net Asset Value, End $124.76
of Period
-------------------------------------------------------------------------------
Total Return/3/ 16.24%
-------------------------------------------------------------------------------
Ratios/Supplemental Data
-------------------------------------------------------------------------------
Net Assets, End of $157
Period (Millions)
-------------------------------------------------------------------------------
Ratio of Total
Expenses to Average 0.15%/4/
Net Assets
-------------------------------------------------------------------------------
Ratio of Net
Investment Income to 2.86%/4/
Average Net Assets
-------------------------------------------------------------------------------
Turnover Rate/5/ 10%
-------------------------------------------------------------------------------
1 Inception.
2 Calculated based on average shares outstanding.
3 Total returns do not reflect the 2% fee assessed on redemptions of shares
held for less than two months.
4 Annualized.
5 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the fund's capital shares, including
ETF creation units.
|
19
Investing With Vanguard
This section of the prospectus explains the basics of doing business with
Vanguard. Be sure to carefully read each topic that pertains to your
relationship with Vanguard. Vanguard reserves the right to change the following
policies, without prior notice to shareholders. Please call or check online for
current information.
Each fund you hold in an account is a separate "fund account." For example, if
you hold three funds in a nonretirement account titled in your own name, two
funds in a nonretirement account titled jointly with your spouse, and one fund
in an individual retirement account, you have six fund accounts--and this is
true even if you hold the same fund in multiple accounts.
Purchasing Shares
Vanguard reserves the right, without prior notice, to increase or decrease the
minimum amount required to open, convert shares to, or maintain a fund account,
or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Institutional Shares
To open and maintain an account. $5 million. Vanguard institutional clients may
meet the minimum investment amount by aggregating up to three separate accounts
within the same Fund. This policy does not apply to clients receiving special
administrative services from Vanguard, nor does this policy apply to omnibus
accounts maintained by financial intermediaries.
To add to an existing account. $50 by Automatic Investment Plan; $100 by check,
exchange, wire, or electronic bank transfer (other than Automatic Investment
Plan).
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limits, and Other Rules You
Should Know before placing your purchase request.
Online. You may open certain types of accounts, request an electronic bank
transfer, and make an exchange (using the proceeds from the redemption of shares
from one Vanguard fund to simultaneously purchase shares of a different Vanguard
fund) through our website at www.vanguard.com if you are a registered user.
By telephone. You may call Vanguard to begin the account registration process
or request that the account-opening forms be sent to you. You may also request a
purchase of shares by wire, by electronic bank transfer, or by an exchange. See
Contacting Vanguard.
20
By mail. You may send your account registration form and check to open a new
fund account at Vanguard. To add to an existing fund account, you may send your
check with an Invest-by-Mail form (from your account statement) or with a
deposit slip (available online). You may also send a written request to Vanguard
to add to a fund account or to make an exchange. For a list of Vanguard
addresses, see Contacting Vanguard.
How to Pay For a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through
an electronic transfer of money held in a designated bank account. To establish
the electronic bank transfer option on an account, you must designate a bank
account online, complete a special form, or fill out the appropriate section of
your account registration form. After the option is set up on your account, you
can purchase shares by electronic bank transfer on a regular schedule (Automatic
Investment Plan) or whenever you wish. Your purchase request can be initiated
online, by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call
Vanguard for instructions and policies on purchasing shares by wire. See
Contacting Vanguard.
By check. You may send a check to make initial or additional purchases to your
fund account. Also see How to Initiate a Purchase Request: By mail. Make your
check payable to Vanguard and include the appropriate fund number (e.g.,
Vanguard--881). See Contacting Vanguard.
By exchange. You may purchase shares of a Vanguard fund using the proceeds from
the simultaneous redemption of shares from another Vanguard fund. You may
initiate an exchange online (if you are a registered user of Vanguard.com), by
telephone, or by mail. See Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on
the day and time Vanguard receives your request, the manner in which you are
paying, and the type of fund you are purchasing. Your purchase will be executed
using the NAV as calculated on the trade date. NAVs are calculated only on days
the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds, and for
purchases by exchange or wire into all funds: If the purchase request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
If the purchase request is received on a business day after the close of regular
trading on the NYSE, or on a nonbusiness day, the trade date will be the next
business day.
21
For purchases by check into money market funds: If the purchase request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the next
business day. If the purchase request is received on a business day after the
close of regular trading on the NYSE, or on a nonbusiness day, the trade date
will be the second business day following the day Vanguard receives the purchase
request. Because money market instruments must be purchased with federal funds
and it takes a money market mutual fund one business day to convert check
proceeds into federal funds, the trade date will be one business day later than
for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan:
Your trade date generally will be one business day before the date you
designated for withdrawal from your bank account.
For purchases by electronic bank transfer not using an Automatic Investment
Plan: If the purchase request is received by Vanguard on a business day before
10 p.m., Eastern time, the trade date will be the next business day. If the
purchase request is received on a business day after 10 p.m., Eastern time, or
on a nonbusiness day, the trade date will be the second business day following
the day Vanguard receives the request.
If your purchase request is not accurate and complete, it may be rejected. See
Other Rules You Should Know--Good Order.
For further information about purchase transactions, consult our website at
www.vanguard.com or see Contacting Vanguard.
Other Purchase Rules You Should Know
Check purchases. All purchase checks must be written in U.S. dollars and must
be drawn on a U.S. bank. Vanguard does not accept cash, traveler's checks, or
money orders. In addition, Vanguard may refuse "starter checks" and checks that
are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal
information that we will use to verify your identity. If you do not provide the
information, we may not be able to open your account. If we are unable to verify
your identity, Vanguard reserves the right, without prior notice, to close your
account or take such other steps as we deem reasonable.
Refused or rejected purchase requests. Vanguard reserves the right to stop
selling fund shares or to reject any purchase request at any time and without
prior notice, including, but not limited to, purchases requested by exchange
from another Vanguard fund. This also includes the right to reject any purchase
request because of a history of frequent trading by the investor or because the
purchase may negatively affect a fund's operation or performance.
22
Large purchases. Please call Vanguard before attempting to invest a large
dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase
request once processing has begun. Please be careful when placing a purchase
request.
Converting Shares
When a conversion occurs, you receive shares of one class in place of shares of
another class of the same fund. At the time of conversion, the dollar value of
the "new" shares you receive equals the dollar value of the "old" shares that
were converted. In other words, the conversion has no effect on the value of
your investment in the fund. However, the number of shares you own after the
conversion may be greater than or less than the number of shares you owned
before the conversion, depending on the net asset values of the two share
classes.
A conversion between share classes of the same fund is a nontaxable event.
Trade Date
The trade date for any conversion request received in good order will depend on
the day and time Vanguard receives your request. Your conversion will be
executed using the NAVs of the different share classes on the trade date. NAVs
are calculated only on days that the NYSE is open for trading (a business day).
For a conversion request (other than a request to convert to ETF Shares)
received by Vanguard before the close of regular trading on the NYSE (generally
4 p.m., Eastern time), the trade date will be the same day. For a conversion
request received on a business day after the close of regular trading on the
NYSE, or on a nonbusiness day the trade date will be the next business day. See
Other Rules You Should Know. (Please see Conversion Privilege in the ETF Shares
section for information on conversions to ETF Shares.)
Conversions to Institutional Shares
You are eligible for a self-directed conversion from Investor Shares to
Institutional Shares of the Fund, provided that your account meets all
Institutional Shares' eligibility requirements. Registered users of our website,
www.vanguard.com, may request a conversion online, or you may contact Vanguard
by telephone or by mail to request this transaction. Accounts that qualify for
Institutional Shares will not be automatically converted.
23
Mandatory Conversions to Investor Shares
If an account no longer meets the balance requirements for Institutional Shares,
Vanguard may automatically convert the shares in the account to Investor Shares.
A decline in the account balance because of market movement may result in such a
conversion. Vanguard will notify the investor in writing before any mandatory
conversion occurs.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limits, and Other Rules You
Should Know before placing your redemption request.
Online. You may redeem shares, request an electronic bank transfer, and make an
exchange (the purchase of shares of one Vanguard fund using the proceeds of a
simultaneous redemption from another Vanguard fund) through our website at
www.vanguard.com if you are a registered user.
By telephone. You may call Vanguard to request a redemption of shares by wire,
by electronic bank transfer, by check, or by an exchange. See Contacting
Vanguard.
By mail. You may send a written request to Vanguard to redeem from a fund
account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption
sent directly to a designated bank account. To establish the electronic bank
transfer option, you must designate a bank account online, complete a special
form, or fill out the appropriate section of your account registration form.
After the option is set up on your account, you can redeem shares by electronic
bank transfer on a regular schedule (Automatic Withdrawal Plan--$50 minimum) or
whenever you wish ($100 minimum). Your transaction can be initiated online, by
telephone, or by mail.
By wire. When redeeming from a money market fund or a bond fund, you may
instruct Vanguard to wire your redemption proceeds ($1,000 minimum) to a
previously designated bank account. Wire redemptions generally are not available
for Vanguard's balanced or stock funds. The wire redemption option is not
automatic; you must designate a bank account online, complete a special form, or
fill out the appropriate section of your account registration form. Vanguard
charges a $5 fee for wire redemptions under $5,000.
By exchange. You may have the proceeds of a Vanguard fund redemption invested
directly in shares of another Vanguard fund. You may initiate an exchange online
(if you are a registered user of Vanguard.com), by telephone, or by mail.
24
By check. If you have not chosen another redemption method, Vanguard will mail
you a redemption check, normally within two business days of your trade date.
Trade Date
The trade date for any redemption request received in good order will depend on
the day and time Vanguard receives your request and the manner in which you are
redeeming. Your redemption will be executed using the NAV as calculated on the
trade date. NAVs are calculated only on days that the NYSE is open for trading
(a business day).
For redemptions by check, exchange, or wire: If the redemption request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
If the redemption request is received on a business day after the close of
regular trading on the NYSE, or on a nonbusiness day, the trade date will be the
next business day.
. Note on timing of wire redemptions from money market funds: For telephone
requests received by Vanguard on a business day before 10:45 a.m., Eastern
time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund), the
redemption proceeds will leave Vanguard by the close of business the same day.
For telephone requests received by Vanguard on a business day after those
cut-off times, or on a nonbusiness day, and for all requests other than by
telephone, the redemption proceeds will leave Vanguard by the close of
business on the next business day.
. Note on timing of wire redemptions from bond funds: For requests received by
Vanguard on a business day before the close of regular trading on the NYSE
(generally 4 p.m., Eastern time), the redemption proceeds will leave Vanguard
by the close of business on the next business day. For requests received by
Vanguard on a business day after the close of regular trading on the NYSE, or
on a nonbusiness day, the redemption proceeds will leave Vanguard by the close
of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan:
Your trade date generally will be the date you designated for withdrawal of
funds (redemption of shares) from your Vanguard account. Proceeds of redeemed
shares generally will be credited to your designated bank account two business
days after your trade date. If the date you designated for withdrawal falls on a
weekend, holiday, or other nonbusiness day, your trade date will be the previous
business day.
For redemptions by electronic bank transfer not using an Automatic Withdrawal
Plan: If the redemption request is received by Vanguard on a business day before
the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the
trade date generally will be the same day. If the redemption request is received
on a business
25
day after the close of regular trading on the NYSE, or on a nonbusiness day, the
trade date will be the next business day.
If your redemption request is not accurate and complete, it may be rejected. See
Other Rules You Should Know--Good Order.
Redemption Fees
The Fund charges a 2% fee on shares redeemed within two months of purchase by
selling or by exchanging to another fund, or if your shares are redeemed because
your Fund account balance falls below the minimum initial investment for any
reason, including market fluctuation. The fee is withheld from redemption
proceeds and is paid directly to the Fund. Shares held for two months or more
are not subject to the 2% fee.
In an effort to reduce or eliminate the redemption fees you pay, if you redeem
less than your full investment in the Fund, we will first redeem those shares
not subject to the fee, followed by those shares you have held the longest.
For Vanguard fund accounts (including participants in employer-sponsored defined
contribution plans that are served by Vanguard Small Business Services),
redemption fees will not apply to the following:
. Redemptions of shares purchased with reinvested dividend and capital
gains distributions.
. Share transfers, rollovers, or re-registrations within the same fund.
. Conversions of shares from one share class to another in the same fund.
. Redemptions of shares to pay fund or account fees.
. Redemptions of shares to remove excess shareholder contributions to an IRA.
. Section 529 college savings plans.
. For a one-year period, shares rolled over to an IRA held at Vanguard from a
retirement plan for which Vanguard serves as recordkeeper (except for Vanguard
Small Business Services retirement plans).
. Distributions by shareholders age 701/2 or older from the following:
. Traditional IRAs.
. Inherited IRAs (traditional and Roth).
. Rollover IRAs.
. SEP-IRAs.
. SIMPLE IRAs.
. Section 403(b)(7) plans served by the Vanguard Small Business Services
Department.
26
. Vanguard Retirement Plans for which Vanguard Fiduciary Trust Company serves
as trustee.
For participants in employer-sponsored defined contribution plans (other than
those served by the Vanguard Small Business Services Department), in addition to
the exclusions previously listed, redemption fees will not apply to the
following:
. Exchanges of shares purchased with participant payroll or employer
contributions.
. Distributions, loans, and in-service withdrawals from a plan.
. Redemptions or transfers of shares as part of a plan termination or at the
direction of the plan.
. Direct rollovers into IRAs.
Redemption fees will apply to shares exchanged out of a fund within the fund's
redemption-fee period into which fund the shares had previously been exchanged,
rolled over, or transferred by a participant.
If Vanguard does not serve as recordkeeper for your plan, redemption fees may be
applied differently. Please read your recordkeeper's plan materials carefully to
learn of any other rules or fees that may apply. Also see Frequent-Trading
Limits--Accounts Held by Intermediaries for information about the assessment of
redemption fees by intermediaries.
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to
redeem from certain types of accounts, such as trust, corporate, nonprofit, or
retirement accounts. Please call us before attempting to redeem from these types
of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or
part of a redemption in kind--that is, in the form of securities--if we
reasonably believe that a cash redemption would negatively affect the fund's
operation or performance or that the shareholder may be engaged in market-timing
or frequent trading. Under these circumstances, Vanguard also reserves the right
to delay payment of the redemption proceeds for up to seven calendar days. By
calling us before you attempt to redeem a large dollar amount, you may avoid
in-kind or delayed payment of your redemption. Please see Frequent-Trading
Limits for information about Vanguard's policies to limit frequent trading.
Recently purchased shares. Although you can redeem shares at any time, proceeds
may not be made available to you until the fund collects payment for your
purchase. This may take up to ten calendar days for shares purchased by check or
by electronic bank transfer. If you have written a check on a fund with
checkwriting privileges, that check may be rejected if your fund account does
not have a sufficient available balance.
27
Address change. If you change your address online or by telephone, there may be
a 15-day restriction on your ability to make online and telephone redemptions.
You can request a redemption in writing at any time. Confirmations of address
changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your
redemption check payable to a different person or send it to a different
address. However, this requires the written consent of all registered account
owners and may require a signature guarantee. You can obtain a signature
guarantee from most commercial and savings banks, credit unions, trust
companies, or member firms of a U.S. stock exchange. A notary public cannot
provide a signature guarantee.
No cancellations. Vanguard will not accept your request to cancel any
redemption request once processing has begun. Please be careful when placing a
redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption
proceeds for up to seven calendar days. In addition, Vanguard funds can suspend
redemptions and/or postpone payments of redemption proceeds beyond seven
calendar days at times when the NYSE is closed or during emergency
circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of
one Vanguard fund to simultaneously purchase shares of a different Vanguard
fund. You can make exchange requests online (if you are a registered user of
Vanguard.com), by telephone, or by mail. See Purchasing Shares and Redeeming
Shares.
If the NYSE is open for regular trading (a business day) at the time an exchange
request is received in good order, the trade date will generally be the same
day. See Other Rules You Should Know--Good Order for additional information on
all transaction requests.
Please note that Vanguard reserves the right, without prior notice, to revise or
terminate the exchange privilege, limit the amount of any exchange, or reject an
exchange, at any time, for any reason.
Frequent-Trading Limits
Because excessive transactions can disrupt management of a fund and increase the
fund's costs for all shareholders, Vanguard places certain limits on frequent
trading in the Vanguard funds. Each Vanguard fund (other than money market
funds, short-term bond funds, and ETF Shares) limits an investor's purchases or
exchanges into a fund
28
account for 60 calendar days after the investor has redeemed or exchanged out of
that fund account.
For Vanguard Retirement Investment Program pooled plans, the policy applies to
exchanges made by participants online or by phone.
The policy does not apply to the following:
. Purchases of shares with reinvested dividend or capital gains distributions.
. Transactions through Vanguard's Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum
Distribution Service, and Vanguard Small Business Online/(R)/.
. Redemptions of shares to pay fund or account fees.
. Transaction requests submitted by mail to Vanguard from shareholders who hold
their accounts directly with Vanguard. (Wire transactions and transaction
requests submitted by fax are not mail transactions and are subject to the
policy.)
. Transfers and re-registrations of shares within the same fund.
. Purchases of shares by asset transfer or direct rollover.
. Conversions of shares from one share class to another in the same fund.
. Checkwriting redemptions.
. Section 529 college savings plans.
. Certain approved institutional portfolios and asset allocation programs, as
well as trades made by Vanguard funds that invest in other Vanguard funds.
(Please note that shareholders of Vanguard's funds of funds are subject to the
policy.)
For participants in employer-sponsored defined contribution plans that are not
served by Vanguard Small Business Services, the frequent-trading policy does not
apply to:
. Purchases of shares with participant payroll or employer contributions or
loan repayments.
. Purchases of shares with reinvested dividend or capital gains distributions.
. Distributions, loans, and in-service withdrawals from a plan.
. Redemptions of shares as part of a plan termination or at the direction of the
plan.
. Automated transactions executed during the first six months of a participant's
enrollment in the Vanguard Managed Account Program.
. Redemptions of shares to pay fund or account fees.
. Share or asset transfers or rollovers.
. Re-registrations of shares.
. Conversions of shares from one share class to another in the same fund.
29
. Exchange requests submitted by mail to Vanguard. (Exchange requests submitted
by fax or wire are not mail requests and remain subject to the policy.)
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional
clients' accounts. If we detect suspicious trading activity, we will investigate
and take appropriate action, which may include applying to a client's accounts
the 60-day policy previously described, prohibiting a client's purchases of fund
shares, and/or eliminating the client's exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for their clients, we
cannot always monitor the trading activity of the individual clients. However,
we review trading activity at the omnibus level, and if we detect suspicious
activity, we will investigate and take appropriate action. If necessary,
Vanguard may prohibit additional purchases of fund shares by an intermediary or
by certain of the intermediary's clients. Intermediaries may also monitor their
clients' trading activities in the Vanguard funds.
For those Vanguard funds that charge purchase or redemption fees, intermediaries
will be asked to assess purchase and redemption fees on shareholder and
participant accounts and remit these fees to the funds. The application of
purchase and redemption fees and frequent-trading policies may vary among
intermediaries. There are no assurances that Vanguard will successfully identify
all intermediaries or that intermediaries will properly assess purchase and
redemption fees or administer frequent-trading policies. If you invest with
Vanguard through an intermediary, please read that firm's materials carefully to
learn of any other rules or fees that may apply.
Other Rules You Should Know
Prospectus and Shareholder Report Mailings
Vanguard attempts to eliminate the unnecessary expense of duplicate mailings by
sending just one prospectus and/or report when two or more shareholders have the
same last name and address. You may request individual prospectuses and reports
by contacting our Client Services Department in writing, by telephone, or by
e-mail.
Vanguard.com
Registration. If you are a registered user of Vanguard.com, you can use your
personal computer to review your account holdings; to buy, sell, or exchange
shares of most Vanguard funds; and to perform most other transactions. You must
register for this service online.
30
Electronic delivery. Vanguard can deliver your account statements, transaction
confirmations, and fund financial reports electronically. If you are a
registered user of Vanguard.com, you can consent to the electronic delivery of
these documents by logging on and changing your mailing preference under
"Account Profile." You can revoke your electronic consent at any time, and we
will begin to send paper copies of these documents within 30 days of receiving
your notice.
Telephone Transactions
Automatic. When we set up your account, we'll automatically enable you to do
business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account/(R)/. To conduct account transactions through Vanguard's automated
telephone service, you must first obtain a Personal Identification Number (PIN).
Call Tele-Account at 800-662-6273 to obtain a PIN, and allow seven days after
requesting the PIN before using this service.
Proof of a caller's authority. We reserve the right to refuse a telephone
request if the caller is unable to provide the requested information or if we
reasonably believe that the caller is not an individual authorized to act on the
account. Before we allow a caller to act on an account, we may request the
following information:
. Authorization to act on the account (as the account owner or by legal
documentation or other means).
. Account registration and address.
. Fund name and account number, if applicable.
. Other information relating to the caller, the account holder, or the account.
Subject to revision. For any or all shareholders, we reserve the right, at any
time and without prior notice, to revise, suspend, or terminate the privilege to
transact or communicate with Vanguard by telephone.
Good Order
We reserve the right to reject any transaction instructions that are not in
"good order." Good order generally means that your instructions include:
. The fund name and account number.
. The amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must include:
. Signatures of all registered owners.
. Signature guarantees, if required for the type of transaction. (Call Vanguard
for specific signature-guarantee requirements.)
. Any supporting documentation that may be required.
31
The requirements vary among types of accounts and transactions.
Vanguard reserves the right, without prior notice, to revise the requirements
for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or
exchange transaction for a future date. All such requests will receive trade
dates as previously described in Purchasing Shares, Converting Shares, and
Redeeming Shares. Vanguard reserves the right to return future-dated purchase
checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard will accept
telephone or online instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we
reasonably believe that the person transacting business on an account is
authorized to do so. Please take precautions to protect yourself from fraud.
Keep your account information private, and immediately review any account
statements that we provide to you. It is important that you contact Vanguard
immediately about any transactions you believe to be unauthorized.
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not
pay interest on uncashed checks.
Unusual Circumstances
If you experience difficulty contacting Vanguard online, by telephone, or by
Tele-Account, you can send us your transaction request by regular or express
mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial
intermediary, such as a bank, broker, or investment advisor. Please consult your
financial intermediary to determine which, if any, shares are available through
that firm and to learn about other rules that may apply.
Please see Frequent-Trading Limits--Accounts Held by Intermediaries for
information about the assessment of redemption fees and monitoring of frequent
trading for accounts held by intermediaries.
32
Low-Balance Accounts
The Fund reserves the right to convert an investor's Institutional Shares to
Investor Shares if the fund account balance falls below the minimum initial
investment for any reason, including market fluctuation. Any such conversion
will be preceded by written notice to the investor. No purchase or redemption
fee will be imposed on share-class conversions.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus,
Vanguard reserves the right to (1) alter, add, or discontinue any conditions of
purchase (including eligibility requirements), redemption, exchange, conversion,
service, or privilege at any time without prior notice; (2) accept initial
purchases by telephone; (3) freeze any account and/or suspend account services
when Vanguard has received reasonable notice of a dispute regarding the assets
in an account, including notice of a dispute between the registered or
beneficial account owners or when we reasonably believe a fraudulent transaction
may occur or has occurred; (4) temporarily freeze any account and/or suspend
account services upon initial notification to Vanguard of the death of the
shareholder until Vanguard receives required documentation in good order; (5)
alter, impose, discontinue, or waive any redemption fee, account service fee, or
other fees charged to a group of shareholders; and (6) redeem an account,
without the owner's permission to do so, in cases of threatening conduct or
suspicious, fraudulent, or illegal activity. Changes may affect any or all
investors. These actions will be taken when, at the sole discretion of Vanguard
management, we reasonably believe they are deemed to be in the best interest of
a fund.
Share Classes
Vanguard reserves the right, without prior notice, to change the eligibility
requirements of its share classes, including the types of clients who are
eligible to purchase each share class.
Fund and Account Updates
Confirmation Statements
We will send (or provide online, whichever you prefer) a confirmation of your
trade date and the amount of your transaction when you buy, sell, exchange, or
convert shares. However, we will not send confirmations reflecting only
checkwriting redemptions or the reinvestment of dividend or capital gains
distributions. For any month in which you had a checkwriting redemption, a
Checkwriting Activity Statement will be sent to you itemizing the checkwriting
redemptions for that month. Promptly review each confirmation statement that we
provide to you by mail or online. It is important that you contact Vanguard
immediately with any questions you may
33
have about any transaction reflected on a confirmation statement, or Vanguard
will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide online, whichever you prefer) quarterly portfolio
summaries to help you keep track of your accounts throughout the year. Each
summary shows the market value of your account at the close of the statement
period, as well as all distributions, purchases, redemptions, exchanges,
transfers, and conversions for the current calendar year. Promptly review each
summary that we provide to you by mail or online. It is important that you
contact Vanguard immediately with any questions you may have about any
transaction reflected on the summary, or Vanguard will consider the transaction
properly processed.
Tax Statements
For most taxable accounts, we will send annual tax statements to assist you in
preparing your income tax returns. These statements, which are generally mailed
in January, will report the previous year's dividend and capital gains
distributions, proceeds from the sale of shares, and distributions from IRAs and
other retirement plans. These statements can be viewed online.
Average-Cost Review Statements
For most taxable accounts, average-cost review statements will accompany annual
1099B tax forms. These tax forms show the average cost of shares that you
redeemed during the previous calendar year, using the average-cost
single-category method, which is one of the methods established by the IRS.
Annual and Semiannual Reports
We will send (or provide online, whichever you prefer) financial reports about
Vanguard FTSE All-World ex-US Index Fund twice a year, in June and December.
These comprehensive reports include overviews of the financial markets and
provide the following specific Fund information:
. Performance assessments and comparisons with industry benchmarks.
. Financial statements with listings of Fund holdings.
34
Portfolio Holdings
We generally post on our website at www.vanguard.com, in the Holdings section of
the Fund's Profile page, a detailed list of the securities held by the Fund
(under Portfolio Holdings), as of the most recent calendar-quarter-end. This
list is generally updated within 30 days after the end of each calendar quarter.
Vanguard may exclude any portion of these portfolio holdings from publication
when deemed in the best interest of the Fund. We also generally post the ten
largest stock portfolio holdings of the Fund and the percentage of the Fund's
total assets that each of these holdings represents, as of the most recent
calendar-quarter-end. This list is generally updated within 15 calendar days
after the end of each calendar quarter. Please consult the Fund's Statement of
Additional Information or our website for a description of the policies and
procedures that govern disclosure of the Fund's portfolio holdings.
35
Contacting Vanguard
Web
Vanguard.com For the most complete source of Vanguard news
24 hours a day, 7 days For fund, account, and service information
a week For most account transactions
For literature requests
----------------------------------------------------------------------------------------
Phone
----------------------------------------------------------------------------------------
Vanguard For automated fund and account information
Tele-Account/(R)/ For exchange transactions (subject to limitations)
800-662-6273 Toll-free, 24 hours a day, 7 days a week
(ON-BOARD)
----------------------------------------------------------------------------------------
Investor Information For fund and service information
800-662-7447 (SHIP) For literature requests
(Text telephone for Business hours only: Monday-Friday, 8 a.m. to 10 p.m.,
people with hearing Eastern time; Saturday, 9 a.m. to 4 p.m., Eastern time
impairment at
800-952-3335)
----------------------------------------------------------------------------------------
Client Services For account information
800-662-2739 (CREW) For most account transactions
(Text telephone for Business hours only: Monday-Friday, 8 a.m. to 10 p.m.,
people with hearing Eastern time; Saturday, 9 a.m. to 4 p.m., Eastern time
impairment at
800-749-7273)
----------------------------------------------------------------------------------------
Institutional Division For information and services for large institutional investors
888-809-8102 Business hours only: Monday-Friday, 8:30 a.m. to 9 p.m.,
Eastern time
----------------------------------------------------------------------------------------
Intermediary Sales For information and services for financial intermediaries
Support including broker-dealers, trust institutions, insurance
800-997-2798 companies, and financial advisors
Business hours only: Monday-Friday, 8:30 a.m. to 7 p.m.,
Eastern time
----------------------------------------------------------------------------------------
|
36
Vanguard Addresses
Please be sure to use the correct address, depending on your method of delivery.
Use of an incorrect address could delay the processing of your transaction.
Regular Mail (Individuals) The Vanguard Group
P.O. Box 1110
Valley Forge, PA 19482-1110
----------------------------------------------------------------------
Regular Mail (Institutions) The Vanguard Group
P.O. Box 2900
Valley Forge, PA 19482-2900
----------------------------------------------------------------------
Registered, Express, or Overnight The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
----------------------------------------------------------------------
|
Fund Number
Please use the specific fund number when contacting us:
Institutional Shares
Vanguard FTSE All-World ex-US Index Fund 881
Vanguard, Vanguard.com, Connect with Vanguard, Plain Talk, Vanguard
Tele-Account, Tele-Account, Vanguard ETF, Vanguard Small Business Online, and
the ship logo are trademarks of The Vanguard Group, Inc. Vanguard FTSE All-World
ex-US Index Fund is not in any way sponsored, endorsed, sold or promoted by FTSE
International Limited (FTSE) or by the London Stock Exchange Plc (the Exchange)
or by The Financial Times Limited (FT), and neither FTSE nor the Exchange nor FT
makes any warranty or representation whatsoever, expressly or impliedly, either
as to the results to be obtained from the use of the FTSE All-World ex US Index
(the Index) and/or the figure at which the said Index stands at any particular
time on any particular day or otherwise. The Index is compiled and calculated by
FTSE. However, neither FTSE nor the Exchange nor FT shall be liable (whether in
negligence or otherwise) to any person for any error in the Index and neither
FTSE nor the Exchange nor FT shall be under any obligation to advise any person
of any error therein.
"FTSE/(R)/" is a trademark of the London Stock Exchange Plc and The Financial
Times Limited and is used by FTSE International Limited under license.
"All-World" is a trademark of FTSE International Limited.
37
ETF Shares
In addition to Institutional Shares, certain Vanguard funds offer a class of
shares, known as Vanguard ETF* Shares, that are listed for trading on a national
securities exchange. If you own Institutional Shares issued by one of these
funds, you may convert those shares into ETF Shares of the same fund.
Note: Vanguard reserves the right to modify or terminate the conversion
privilege in the future.
Although ETF Shares represent an investment in the same portfolio of securities
as Institutional Shares, they have different characteristics and may appeal to a
different group of investors. It is important that you understand the
differences before deciding whether to convert your shares to ETF Shares.
The following material summarizes key information about ETF Shares. A separate
prospectus with more complete information about ETF Shares is also available.
Investors should review that prospectus before deciding whether to convert.
Differences Between ETF Shares and Conventional Mutual Fund Shares
Institutional Shares are "conventional" mutual fund shares; that is, they can be
purchased from and redeemed with the issuing fund for cash at a net asset value
(NAV) calculated once a day. ETF Shares, by contrast, cannot be purchased from
or redeemed with the issuing fund, except as noted.
An organized trading market is expected to exist for ETF Shares, unlike
conventional mutual fund shares, because ETF Shares are listed for trading on a
national securities exchange. Investors can purchase and sell ETF Shares on the
secondary market through a broker. Secondary-market transactions occur not at
NAV, but at market prices that change throughout the day based on the supply of,
and demand for, ETF Shares and on changes in the prices of the fund's portfolio
holdings.
The market price of a fund's ETF Shares will differ somewhat from the NAV of
those shares. The difference between market price and NAV is expected to be
small most of the time, but in times of extreme market volatility the difference
may become significant.
Buying and Selling ETF Shares
Vanguard ETF Shares must be held in a brokerage account. Therefore, before
acquiring ETF Shares, whether through a conversion or an open-market purchase,
you must have an account with a broker.
*U.S. Pat. No. 6,879,964 B2; 7,337,138.
38
You buy and sell ETF Shares in the same way you buy and sell any other
exchange-traded security--on the open market, through a broker. In most cases,
the broker will charge you a commission to execute the transaction. Unless
imposed by your broker, there is no minimum dollar amount you must invest and no
minimum number of ETF Shares you must purchase. Because open-market transactions
occur at market prices, you may pay more than NAV when you buy ETF Shares and
receive less than NAV when you sell those shares.
If you own conventional shares of a Vanguard fund that issues ETF Shares, you
can convert those shares into ETF Shares of equivalent value--but you cannot
convert back. See "Conversion Privilege" for a discussion of the conversion
process.
There is one other way to buy and sell ETF Shares. Investors can purchase and
redeem ETF Shares directly from the issuing fund at NAV if they do so (1)
through certain authorized broker-dealers, (2) in large blocks of shares, known
as Creation Units, and (3) in exchange for baskets of securities rather than
cash. However, because Creation Units will be worth millions of dollars, and
because most investors prefer to transact in cash rather than with securities,
it is expected that only a limited number of institutional investors will
purchase and redeem ETF Shares this way.
Risks
ETF Shares issued by a fund are subject to the same risks as conventional shares
of the same fund. ETF Shares also are subject to the following risks:
. The market price of a fund's ETF Shares will vary somewhat from the NAV of
those shares. Therefore, you may pay more than NAV when buying ETF Shares and
you may receive less than NAV when selling them.
. ETF Shares cannot be redeemed with the Fund, except in Creation Unit
aggregations. Therefore, if you no longer wish to own ETF Shares, you must sell
them on the open market. Although ETF Shares will be listed for trading on a
national securities exchange, it is possible that an active trading market may
not be maintained.
. Trading of a fund's ETF Shares on an exchange may be halted if exchange
officials deem such action appropriate, if the shares are delisted from the
listing exchange, or if the activation of marketwide "circuit breakers" (which
are tied to large decreases in stock prices) halts stock trading generally.
39
Fees and Expenses
When you buy and sell ETF Shares through a brokerage firm, you will pay whatever
commissions the firm charges. You also will incur the cost of the "bid-asked
spread," which is the difference between the price a dealer will pay for a
security and the somewhat higher price at which the dealer will sell the same
security. If you convert from conventional shares to ETF Shares, you will not
pay a brokerage commission or a bid-asked spread. However, Vanguard charges $50
for each conversion transaction, and your broker may impose its own conversion
fees as well.
Account Services
Because you hold ETF Shares through a brokerage account, Vanguard will have no
record of your ownership unless you hold the shares through Vanguard Brokerage
Services/(R)/ (Vanguard Brokerage). Your broker will service your account. For
example, the broker will provide account statements, confirmations of your
purchases and sales of ETF Shares, and year-end tax information. The broker also
will be responsible for ensuring that you receive shareholder reports and other
communications from the fund whose ETF Shares you own. You will receive certain
services (e.g., dividend reinvestment and average-cost information) only if your
broker offers those services.
Conversion Privilege
Owners of conventional shares issued by the Fund may convert those shares into
ETF Shares of equivalent value. Please note that investors who own conventional
shares through a 401(k) plan or other employer-sponsored retirement or benefit
plan may not convert those shares into ETF Shares. Vanguard imposes a $50 charge
on conversion transactions and reserves the right, in the future, to raise or
lower the fee and to limit or terminate the conversion privilege. Your broker
may charge an additional fee to process a conversion. ETF Shares, whether
acquired through a conversion or purchased on the open market, cannot be
converted into conventional shares of the same Fund. Similarly, ETF Shares of
one fund cannot be exchanged for ETF Shares of another fund.
Unless you are an Authorized Participant, you must hold ETF Shares in a
brokerage account. Thus, before converting conventional shares into ETF Shares,
you must have an existing, or open a new, brokerage account. To initiate a
conversion of conventional shares into ETF Shares, please contact your broker.
40
Please note that upon converting your conventional mutual fund shares to ETF
Shares, you will need to select a cost-basis method of accounting for your ETF
Shares. Options for your cost-basis method will depend on your historical
transaction activity in the conventional shares. Prior to conversion, please
consult your tax advisor to identify your options and select a method. You
should also contact your broker to ensure that the method you choose is offered
by your particular brokerage firm.
Converting conventional shares into ETF Shares generally is accomplished as
follows. First, after your broker notifies Vanguard of your request to convert,
Vanguard will transfer your conventional shares from your account to the
broker's omnibus account with Vanguard (an account maintained by the broker on
behalf of all its customers who hold conventional Vanguard fund shares through
the broker). After the transfer, Vanguard's records will reflect your broker,
not you, as the owner of the shares. Next, your broker will instruct Vanguard to
convert the appropriate number or dollar amount of conventional shares in its
omnibus account into ETF Shares of equivalent value, based on the respective net
asset values of the two share classes.
Your Fund's transfer agent will reflect ownership of all ETF Shares in the name
of the Depository Trust Company (DTC). The DTC will keep track of which ETF
Shares belong to your broker, and your broker, in turn, will keep track of which
ETF Shares belong to you.
Because the DTC is unable to handle fractional shares, only whole shares will be
converted. For example, if you owned 300.250 conventional shares, and this was
equivalent in value to 90.750 ETF Shares, the DTC account would receive 90 ETF
Shares. Conventional shares worth 0.750 ETF Shares (in this example, that would
be 2.481 conventional shares) would remain in the broker's omnibus account with
Vanguard. Your broker then could either (1) credit your account with 0.750 ETF
Shares rather than 2.481 conventional shares, or (2) redeem the 2.481
conventional shares at net asset value, in which case you would receive cash in
place of those shares. If your broker chooses to redeem your conventional
shares, you will realize a gain or loss on the redemption that must be reported
on your tax return (unless you hold the shares in an IRA or other tax-deferred
account). Please consult your broker for information on how it will handle the
conversion process, including whether it will impose a fee to process a
conversion.
If you convert your conventional shares to ETF Shares through Vanguard
Brokerage, all conventional shares for which you request conversion will be
converted into ETF Shares of equivalent value. Because no fractional shares will
have to be sold, the transaction will be 100% tax-free. Vanguard Brokerage does
not impose a conversion fee over and above the fee imposed by Vanguard.
41
Here are some important points to keep in mind when converting conventional
shares of a Vanguard fund into ETF Shares:
. The conversion transaction is nontaxable except, as applicable, to the limited
extent as previously described.
. The conversion process can take anywhere from several days to several weeks,
depending on your broker. Vanguard generally will process conversion requests
either on the day they are received or on the next business day. Vanguard
imposes conversion blackout windows around the dates when a fund with ETF Shares
declares dividends. This is necessary to prevent a shareholder from collecting a
dividend from both the conventional share class currently held and also from the
ETF share class into which the shares will be converted.
. Until the conversion process is complete, you will remain fully invested in a
fund's conventional shares, and your investment will increase or decrease in
value in tandem with the net asset value of those shares.
. During the conversion process, you will be able to liquidate all or part of
your investment by instructing Vanguard or your broker (depending on who
maintains records of your share ownership) to redeem your conventional shares.
After the conversion process is complete, you will be able to liquidate all or
part of your investment by instructing your broker to sell your ETF Shares.
42
Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average
returns of the financial markets. Active managers rely on research, market
forecasts, and their own judgment and experience in selecting securities to buy
and sell.
Capital Gains Distribution. Payment to mutual fund shareholders of gains
realized on securities that a fund has sold at a profit, minus any realized
losses.
Cash Investments. Cash deposits, short-term bank deposits, and money market
instruments that include U.S. Treasury bills and notes, bank certificates of
deposit (CDs), repurchase agreements, commercial paper, and banker's
acceptances.
Circuit Breaker. A rule that requires a halt in trading in the U.S. stock
markets for a specific period of time when the Dow Jones Industrial Average
declines by a specified percentage during the course of a trading day.
Common Stock. A security representing ownership rights in a corporation. A
stockholder is entitled to share in the company's profits, some of which may be
paid out as dividends.
Country/Regional Risk. The chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of securities issued by companies in foreign countries or regions. Because
a fund may invest a large portion of its assets in securities of companies
located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country risk is especially high in emerging markets.
Currency Risk. The chance that world events--such as political upheaval,
financial troubles, or natural disasters--will adversely affect the value of
companies in a particular country.
Dividend Distribution. Payment to mutual fund shareholders of income from
interest or dividends generated by a fund's investments.
Expense Ratio. The percentage of a fund's average net assets used to pay its
expenses during a fiscal year. The expense ratio includes management
expenses--such as advisory fees, account maintenance, reporting, accounting,
legal, and other administrative expenses--and any 12b-1 distribution fees. It
does not include the transaction costs of buying and selling portfolio
securities.
Inception Date. The date on which the assets of a fund (or one of its share
classes) are first invested in accordance with the fund's investment objective.
For funds with a subscription period, the inception date is the day after that
period ends. Investment performance is measured from the inception date.
Index. An unmanaged group of securities whose overall performance is used as a
standard to measure the investment performance of a particular market.
43
International Stock Fund. A mutual fund that invests in the stocks of companies
located outside the United States.
Investment Advisor. An organization that is responsible for making the
day-to-day decisions regarding a fund's investments.
Median Market Cap. An indicator of the size of companies in which a fund
invests; the midpoint of market capitalization (market price x shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested in each stock. Stocks representing half of the fund's assets have
market capitalizations above the median, and the rest are below it.
Net Asset Value (NAV). The market value of a mutual fund's total assets, minus
liabilities, divided by the number of shares outstanding. The value of a single
share is also called its share value or share price.
Passive Management. A low-cost investment strategy in which a mutual fund
attempts to track--rather than outperform--a specified market benchmark or
"index"; also known as indexing.
Principal. The face value of a debt instrument or the amount of money put into
an investment.
Securities. Stocks, bonds, money market instruments, and other investment
vehicles.
Total Return. A percentage change, over a specified time period, in a mutual
fund's net asset value, assuming the reinvestment of all distributions of
dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The
greater a fund's volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
44
This page intentionally left blank.
SHIP LOGO VANGUARD(R)
Institutional Division
P.O. Box 2900
Valley Forge, PA 19482-2900
CONNECT WITH VANGUARD/(R)/ > www.vanguard.com
For More Information
If you would like more information about Vanguard FTSE All-World ex-US Index
Fund, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Fund's investments is available in the Fund's
annual and semiannual reports to shareholders. In the annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the Fund.
The current annual and semiannual reports and the SAI are incorporated by
reference into (and are thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or
to request additional information about the Fund or other Vanguard funds, please
visit www.vanguard.com or contact us as follows:
If you are an individual investor:
The Vanguard Group
Investor Information Department
P.O. Box 2900
Valley Forge, PA 19482-2900
Telephone: 800-662-7447 (SHIP); Text telephone for people with hearing
impairment: 800-952-3335
If you are a client of Vanguard's Institutional Division:
The Vanguard Group
Institutional Investor Information Department
P.O. Box 2900
Valley Forge, PA 19482-2900
Telephone: 888-809-8102; Text telephone for people with hearing impairment:
800-952-3335
If you are a current Vanguard shareholder and would like information about your
account, account transactions, and/or account statements, please call:
Client Services Department
Telephone: 800-662-2739 (CREW); Text telephone for people with hearing
impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Fund (including the SAI) at the
SEC's Public Reference Room in Washington, DC. To find out more about this
public service, call the SEC at 202-551-8090. Reports and other information
about the Fund are also available in the EDGAR database on the SEC's Internet
site at www.sec.gov, or you can receive copies of this information, for a fee,
by electronic request at the following e-mail address: publicinfo@sec.gov, or by
writing the Public Reference Section, Securities and Exchange Commission,
Washington, DC 20549-0102.
Fund's Investment Company Act file number: 811-5972
(C) 2008 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
I881 082008
[SHIP LOGO VANGUARD/(R)/]
VANGUARD/(R)/ INTERNATIONAL STOCK ETFS
SUPPLEMENT TO THE PROSPECTUS DATED FEBRUARY 19, 2008
IMPORTANT CHANGE TO ETF SHARES
Vanguard Emerging Markets ETF has announced a 2-for-1 share split for
shareholders of record at the close of business on June 13, 2008. The share
split of the ETF Shares does not affect holders of conventional shares in the
Fund or holders of other International Stock ETFs. The additional ETF Shares
issued as a result of the split are expected to be distributed on June 17, and
the ETF Shares are expected to begin trading at the lower, split-adjusted price
on June 18.
Please note that all references in the prospectus concerning the number of
shares in a Creation Unit for this Fund should be doubled as of June 18, 2008.
For more information, please contact your broker, visit our website at
Vanguard.com, or call Vanguard at 866-499-8473.
Vanguard, Vanguard.com, and the ship logo are trademarks of The Vanguard Group,
Inc. All other marks are the exclusive property of their respective owners.
(C) 2008 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor. PS963 062008
Vanguard/(R)/ International Stock Index Funds
> Prospectus
Investor Shares & Admiral(TM) Shares
August 29, 2008
[Vanguard Ship Logo/R/]
Vanguard European Stock Index Fund
Vanguard Pacific Stock Index Fund
Vanguard Emerging Markets Stock Index Fund
[INDEXED TO MSCI/R/]
This prospectus contains financial data for the Funds through the fiscal period
ended April 30, 2008.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
Contents
-------------------------------------------------------------------------------------------
Vanguard Fund Profiles 1 Investing With Vanguard 37
-------------------------------------------------------------------------------------------
European Stock Index Fund 1 Purchasing Shares 37
-------------------------------------------------------------------------------------------
Pacific Stock Index Fund 5 Converting Shares 40
-------------------------------------------------------------------------------------------
Emerging Markets Stock Index Fund 9 Redeeming Shares 42
-------------------------------------------------------------------------------------------
Investing in Index Funds 14 Exchanging Shares 46
-------------------------------------------------------------------------------------------
More on the Funds 15 Frequent-Trading Limits 47
-------------------------------------------------------------------------------------------
The Funds and Vanguard 24 Other Rules You Should Know 48
-------------------------------------------------------------------------------------------
Investment Advisor 25 Fund and Account Updates 53
-------------------------------------------------------------------------------------------
Dividends, Capital Gains, and Taxes 26 Contacting Vanguard 55
-------------------------------------------------------------------------------------------
Share Price 29 ETF Shares 57
-------------------------------------------------------------------------------------------
Financial Highlights 30 Glossary of Investment Terms 62
-------------------------------------------------------------------------------------------
|
Why Reading This Prospectus Is Important
This prospectus explains the investment objective, policies, strategies, and
risks associated with each Fund. To highlight terms and concepts important to
mutual fund investors, we have provided Plain Talk/(R)/ explanations along the
way. Reading the prospectus will help you decide whether a Fund is the right
investment for you. We suggest that you keep this prospectus for future
reference.
Share Class Overview
This prospectus offers the Funds' Investor Shares and Admiral Shares. Please
note that the Admiral Shares are not available for:
. SIMPLE IRAs and 403(b)(7) custodial accounts;
. Other retirement plan accounts receiving special administrative services from
Vanguard; or
. Accounts maintained by financial intermediaries, except in limited
circumstances.
A separate prospectus offers the Funds' Signal(TM) Shares, which are generally
for Vanguard's institutional clients who invest at least $1 million and meet
other eligibility requirements. Another prospectus offers the Funds'
Institutional Shares, which are generally for investors who do not require
special employee benefit plan services and who invest a minimum of $5 million.
In addition, each Fund issues an exchange-traded class of shares (ETF Shares),
which are also offered through a separate prospectus. A brief description of ETF
Shares and how to convert into them appears on pages 57 to 61 of this
prospectus.
The Funds' separate share classes have different expenses; as a result, their
investment performances will differ.
An investment in a Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Company or any other government
agency.
FUND PROFILE--VANGUARD EUROPEAN STOCK INDEX FUND
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks issued by companies located in the major markets of
Europe.
Primary Investment Strategies
The Fund employs a "passive management"--or indexing--investment approach by
investing all, or substantially all, of its assets in the common stocks included
in the Morgan Stanley Capital International/(R)/ (MSCI/(R)/) Europe Index. The
MSCI Europe Index is made up of approximately xxx common stocks of companies
located in xx European countries--mostly companies in the United Kingdom,
France, Germany, and Switzerland (which made up xx%, xx%, xx%, and xx%,
respectively, of the Index's market capitalization, as of April 30, 2008). Other
countries represented in the Index include Austria, Belgium, Denmark, Finland,
Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, and Sweden.
For additional information on the Fund's investment strategies, please see More
on the Funds.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/Regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. The Index's, and therefore the Fund's, heavy exposure to four countries
(the United Kingdom, France, Germany, and Switzerland) subjects the Fund to a
higher degree of country risk than that of more geographically diversified
international funds.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
Performance/Risk Information
The following bar chart and table are intended to help you understand the risks
of investing in the Fund. The bar chart shows how the performance of the Fund's
Investor Shares has varied from one calendar year to another over the periods
shown. The table shows how the average annual total returns of the share classes
presented compare with those of the Fund's target index. Keep in mind that the
Fund's past
1
performance (before and after taxes) does not indicate how the Fund will perform
in the future.
Annual Total Returns--Investor Shares/1/
-------------------------------------------------------------------------------
[Bar Chart Range: 80% to -40%]
1998 28.86
1999 16.62
2000 -8.18
2001 -20.30
2002 -17.95
2003 38.70
2004 20.86
2005 9.26
2006 33.42
2007 13.82
-------------------------------------------------------------------------------
1 The year-to-date return as of the most recent calendar quarter, which ended
June 30, 2008, was x.xx%.
|
During the periods shown in the bar chart, the highest return for a calendar
quarter was 22.30% (quarter ended June 30, 2003), and the lowest return for a
quarter was -22.84% (quarter ended September 30, 2002).
Average Annual Total Returns for Periods Ended December 31, 2007
1 Year 5 Years 10 Years
--------------------------------------------------------------------------------------------------
Vanguard European Stock Index Fund Investor Shares
--------------------------------------------------------------------------------------------------
Return Before Taxes 13.82% 22.70% 9.64%
--------------------------------------------------------------------------------------------------
Return After Taxes on Distributions 13.31 22.22 9.02
--------------------------------------------------------------------------------------------------
Return After Taxes on Distributions and Sale of Fund Shares 9.65 20.10 8.24
--------------------------------------------------------------------------------------------------
Vanguard European Stock Index Fund Admiral Shares(1)
--------------------------------------------------------------------------------------------------
Return Before Taxes 13.93% 22.82% --
--------------------------------------------------------------------------------------------------
MSCI Europe Index(2)
(reflects no deduction for fees or expenses) 13.86% 22.78% 9.55%
--------------------------------------------------------------------------------------------------
1 From the inception date of the Admiral Shares on August 13, 2001, through
December 31, 2007, the average annual returns were 13.39% for the Fund's
Admiral Shares and 13.35% for the MSCI Europe Index.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
|
Note on after-tax returns. Actual after-tax returns depend on your tax
situation and may differ from those shown in the preceding table. When after-tax
returns are calculated, it is assumed that the shareholder was in the highest
federal marginal income tax bracket at the time of each distribution of income
or capital gains or upon redemption. State and local income taxes are not
reflected in the calculations. Please
2
note that after-tax returns are shown only for the Investor Shares and will
differ for each share class in an amount approximately equal to the difference
in expense ratios. After-tax returns are not relevant for a shareholder who
holds fund shares in a tax-deferred account, such as an individual retirement
account or a 401(k) plan. Also, figures captioned Return After Taxes on
Distributions and Sale of Fund Shares will be higher than other figures for the
same period if a capital loss occurs upon redemption and results in an assumed
tax deduction for the shareholder.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold Investor Shares or Admiral Shares of the Fund. As is the case with all
mutual funds, transaction costs incurred by the Fund for buying and selling
securities are not reflected in the table. However, these costs are reflected in
the investment performance figures included in this prospectus. The expenses
shown under Annual Fund Operating Expenses are based on those incurred in the
fiscal year ended October 31, 2007.
Shareholder Fees
(Fees paid directly from your investment)
Investor Shares Admiral Shares
------------------------------------------------------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None None
------------------------------------------------------------------------------------------------------------------------------
Purchase Fee None None
------------------------------------------------------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None None
------------------------------------------------------------------------------------------------------------------------------
Redemption Fee 2%/1/ 2%/1/
------------------------------------------------------------------------------------------------------------------------------
Account Service Fee (for fund account balances below $10,000) $20/year/2/ --
------------------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses deducted from the Fund's assets)
Investor Shares Admiral Shares
------------------------------------------------------------------------------------------------------------------------------
Management Expenses 0.17% 0.08%
------------------------------------------------------------------------------------------------------------------------------
12b-1 Distribution Fee None None
------------------------------------------------------------------------------------------------------------------------------
Other Expenses 0.05% 0.04%
------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.22% 0.12%
------------------------------------------------------------------------------------------------------------------------------
1 The 2% fee applies to shares redeemed within two months of purchase by selling or by exchanging to another fund, or if
your shares are redeemed because your Fund account balance falls below the minimum initial investment for any reason,
including market fluctuation. The fee is withheld from redemption proceeds and retained by the Fund. Shares held for two
months or more are not subject to the 2% fee.
2 If applicable, the account service fee will be collected by redeeming fund shares in the amount of $20.
|
3
The following examples are intended to help you compare the cost of investing in
the Fund's Investor Shares or Admiral Shares with the cost of investing in other
mutual funds. They illustrate the hypothetical expenses that you would incur
over various periods if you invest $10,000 in the Fund's shares. These examples
assume that the Shares provide a return of 5% a year and that operating expenses
remain the same. The results apply whether or not you redeem your investment at
the end of the given period.
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------
Investor Shares $23 $71 $124 $280
----------------------------------------------------------
Admiral Shares 12 39 68 154
----------------------------------------------------------
|
These examples should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
Additional Information
as of April 30, 2008
Net Assets (all share classes) $xx billion
------------------------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa., since inception
------------------------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
------------------------------------------------------------------------------------------------
Suitable for IRAs Yes
------------------------------------------------------------------------------------------------
Investor Shares Admiral Shares
------------------------------------------------------------------------------------------------
Inception Date June 18, 1990 August 13, 2001
------------------------------------------------------------------------------------------------
Minimum Initial Investment $3,000 $100,000
------------------------------------------------------------------------------------------------
Conversion Features May be converted to Admiral May be converted to Investor
Shares if you meet eligibility shares if you are no longer
requirements eligible for Admiral Shares
------------------------------------------------------------------------------------------------
Newspaper Abbreviation Europe EuropeAdml
------------------------------------------------------------------------------------------------
Vanguard Fund Number 79 579
------------------------------------------------------------------------------------------------
CUSIP Number 922042205 922042809
------------------------------------------------------------------------------------------------
Ticker Symbol VEURX VEUSX
------------------------------------------------------------------------------------------------
|
4
FUND PROFILE--VANGUARD PACIFIC STOCK INDEX FUND
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks issued by companies located in the major markets of
the Pacific region.
Primary Investment Strategies
The Fund employs a "passive management"--or indexing--investment approach by
investing all, or substantially all, of its assets in the common stocks included
in the MSCI Pacific Index. The MSCI Pacific Index consists of approximately xxx
common stocks of companies located in Japan, Australia, Hong Kong, Singapore,
and New Zealand. (As of April 30, 2008, Japan and Australia made up xx% and xx%,
respectively, of the Index's market capitalization.) For additional information
on the Fund's investment strategies, please see More on the Funds.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/Regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. The Index's, and therefore the Fund's, heavy exposure to Japan and
Australia subjects the Fund to a higher degree of country risk than that of more
geographically diversified international funds.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
Performance/Risk Information
The following bar chart and table are intended to help you understand the risks
of investing in the Fund. The bar chart shows how the performance of the Fund's
Investor Shares has varied from one calendar year to another over the periods
shown. The table shows how the average annual total returns of the share classes
presented compare with those of the Fund's target index. Keep in mind that the
Fund's past performance (before and after taxes) does not indicate how the Fund
will perform in the future.
5
Annual Total Returns--Investor Shares/1/
-------------------------------------------------------------------------------
[Bar Chart Range: 80% to -40%]
1998 2.41%
1999 57.05
2000 -25.74
2001 -26.34
2002 -9.32
2003 38.42
2004 18.83
2005 22.59
2006 11.99
2007 4.78
-------------------------------------------------------------------------------
1 The year-to-date return as of the most recent calendar quarter, which ended
June 30, 2008, was x.xx%.
|
During the periods shown in the bar chart, the highest return for a calendar
quarter was 26.50% (quarter ended December 31, 1998), and the lowest return for
a quarter was -18.25% (quarter ended September 30, 2001).
Average Annual Total Returns for Periods Ended December 31, 2007
1 Year 5 Years 10 Years
------------------------------------------------------------------------------------------
Vanguard Pacific Stock Index Fund Investor Shares
------------------------------------------------------------------------------------------
Return Before Taxes 4.78% 18.80% 6.56%
------------------------------------------------------------------------------------------
Return After Taxes on Distributions 4.27 18.37 6.21
------------------------------------------------------------------------------------------
Return After Taxes on Distributions and Sale of Fund Shares 3.45 16.50 5.60
------------------------------------------------------------------------------------------
Vanguard Pacific Stock Index Fund Admiral Shares(1)
------------------------------------------------------------------------------------------
Return Before Taxes 4.85% 18.92% --
------------------------------------------------------------------------------------------
MSCI Pacific Index(2)
(reflects no deduction for fees or expenses) 5.30% 19.01% 6.79%
------------------------------------------------------------------------------------------
1 From the inception date of the Admiral Shares on August 13, 2001, through
December 31, 2007, the average annual returns were 10.22% for the Fund's
Admiral Shares and 10.48% for the MSCI Pacific Index.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
|
Note on after-tax returns. Actual after-tax returns depend on your tax
situation and may differ from those shown in the preceding table. When after-tax
returns are calculated, it is assumed that the shareholder was in the highest
federal marginal income tax bracket at the time of each distribution of income
or capital gains or upon redemption. State and local income taxes are not
reflected in the calculations. Please note that after-tax returns are shown only
for the Investor Shares and will differ for each share class in an amount
approximately equal to the difference in expense ratios.
6
After-tax returns are not relevant for a shareholder who holds fund shares in a
tax-deferred account, such as an individual retirement account or a 401(k) plan.
Also, figures captioned Return After Taxes on Distributions and Sale of Fund
Shares will be higher than other figures for the same period if a capital loss
occurs upon redemption and results in an assumed tax deduction for the
shareholder.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold Investor Shares or Admiral Shares of the Fund. As is the case with all
mutual funds, transaction costs incurred by the Fund for buying and selling
securities are not reflected in the table. However, these costs are reflected in
the investment performance figures included in this prospectus. The expenses
shown under Annual Fund Operating Expenses are based on those incurred in the
fiscal year ended October 31, 2007.
Shareholder Fees
(Fees paid directly from your investment)
Investor Shares Admiral Shares
------------------------------------------------------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None None
------------------------------------------------------------------------------------------------------------------------------
Purchase Fee None None
------------------------------------------------------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None None
------------------------------------------------------------------------------------------------------------------------------
Redemption Fee 2%/1/ 2%/1/
------------------------------------------------------------------------------------------------------------------------------
Account Service Fee (for fund account balances below $10,000) $20/year/2/ --
------------------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses deducted from the Fund's assets)
Investor Shares Admiral Shares
------------------------------------------------------------------------------------------------------------------------------
Management Expenses 0.18% 0.09%
------------------------------------------------------------------------------------------------------------------------------
12b-1 Distribution Fee None None
------------------------------------------------------------------------------------------------------------------------------
Other Expenses 0.04% 0.03%
------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.22 0.12%
------------------------------------------------------------------------------------------------------------------------------
1 The 2% fee applies to shares redeemed within two months of purchase by
selling or by exchanging to another fund, or if your shares are redeemed
because your Fund account balance falls below the minimum initial investment
for any reason, including market fluctuation. The fee is withheld from
redemption proceeds and retained by the Fund. Shares held for two months or
more are not subject to the 2% fee.
2 If applicable, the account service fee will be collected by redeeming fund
shares in the amount of $20.
|
7
The following examples are intended to help you compare the cost of investing in
the Fund's Investor Shares or Admiral Shares with the cost of investing in other
mutual funds. They illustrate the hypothetical expenses that you would incur
over various periods if you invest $10,000 in the Fund's shares. These examples
assume that the Shares provide a return of 5% a year and that operating expenses
remain the same. The results apply whether or not you redeem your investment at
the end of the
given period.
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------
Investor Shares $23 $71 $124 $280
----------------------------------------------------------
Admiral Shares 12 39 68 154
----------------------------------------------------------
|
These examples should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
Additional Information
As of April 30, 2008
------------------------------------------------------------------------------------------------
Net Assets (all share classes) $xx billion
------------------------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc. Valley Forge, Pa., since inception
------------------------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
------------------------------------------------------------------------------------------------
Suitable for IRAs Yes
------------------------------------------------------------------------------------------------
Investor Shares Admiral Shares
------------------------------------------------------------------------------------------------
Inception Date June 18, 1990 August 13, 2001
------------------------------------------------------------------------------------------------
Minimum Initial Investment $3,000 $100,000
------------------------------------------------------------------------------------------------
Conversion Features May be converted to Admiral May be converted to Investor
Shares if you meet eligibility Shares if you are no longer
requirements eligible for Admiral Shares
------------------------------------------------------------------------------------------------
Newspaper Abbreviation Pacific PacifAdm
------------------------------------------------------------------------------------------------
Vanguard Fund Number 72 572
------------------------------------------------------------------------------------------------
CUSIP Number 922042106 922042700
------------------------------------------------------------------------------------------------
Ticker Symbol VPACX VPADX
------------------------------------------------------------------------------------------------
|
8
FUND PROFILE--VANGUARD EMERGING MARKETS STOCK INDEX FUND
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks issued by companies located in emerging market
countries.
Primary Investment Strategies
The Fund employs a "passive management"--or indexing--investment approach by
investing substantially all (normally about 95%) of its assets in the common
stocks included in the MSCI Emerging Markets Index, while employing a form of
sampling to reduce risk. The MSCI Emerging Markets Index includes approximately
xxx common stocks of companies located in emerging markets around the world. As
of April 30, 2008, the largest markets covered in the Index were China, South
Korea, Brazil, Taiwan, and Russia (which made up xx%, xx%, xx%, xx%, and xx%,
respectively, of the Index's market capitalization). For additional information
on the Fund's investment strategies, please see More on the Funds.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/Regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. Country/regional risk is especially high in emerging markets. The
Index's, and therefore the Fund's, heavy exposure to China, South Korea, Brazil,
Taiwan, and Russia subjects the Fund to a higher degree of country risk than
that of more geographically diversified international funds.
. Emerging markets risk, which is the chance that the emerging markets will be
substantially more volatile, and substantially less liquid, than the more
developed foreign markets.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
9
Performance/Risk Information
The following bar chart and table are intended to help you understand the risks
of investing in the Fund. The bar chart shows how the performance of the Fund's
Investor Shares (including operating expenses but excluding shareholder fees)
has varied from one calendar year to another over the periods shown. The table
shows how the average annual total returns of the share classes presented
(including operating expenses and any applicable shareholder fees) compare with
those of the Fund's target index and another comparative index. Keep in mind
that the Fund's past performance (before and after taxes) does not indicate how
the Fund will perform in the future.
Annual Total Returns--Investor Shares/1/
-------------------------------------------------------------------------------
[Bar Chart Range: 80% to -40%]
1998 -18.12%
1999 61.57
2000 -27.56
2001 -2.88
2002 -7.43
2003 57.65
2004 26.12
2005 32.05
2006 29.39
2007 38.90
-------------------------------------------------------------------------------
1 The year-to-date return as of the most recent calendar quarter, which ended
June 30, 2008, was x.xx%. If applicable shareholder fees were reflected,
returns would be less than those shown.
|
During the periods shown in the bar chart, the highest return for a calendar
quarter was 28.32% (quarter ended December 31, 1999), and the lowest return for
a quarter was -22.03% (quarter ended September 30, 2001).
10
Average Annual Total Returns for Periods Ended December 31, 2007
1 Year 5 Years 10 Years
----------------------------------------------------------------------------------------------------
Vanguard Emerging Markets Stock Index Fund Investor Shares
----------------------------------------------------------------------------------------------------
Return Before Taxes 37.53% 36.12% 14.95%
----------------------------------------------------------------------------------------------------
Return After Taxes on Distributions 37.13 35.81 14.34
----------------------------------------------------------------------------------------------------
Return After Taxes on Distributions and Sale of Fund Shares 24.83 32.65 13.13
----------------------------------------------------------------------------------------------------
Vanguard Emerging Markets Stock Index Fund Admiral Shares(1)
----------------------------------------------------------------------------------------------------
Return Before Taxes 37.72% -- --
----------------------------------------------------------------------------------------------------
Comparative Indexes
(reflect no deduction for fees or expenses)
----------------------------------------------------------------------------------------------------
MSCI Emerging Markets Index(2) 39.39% 37.02% --
----------------------------------------------------------------------------------------------------
Spliced Emerging Markets Index(3) 39.39 37.04 15.24%
----------------------------------------------------------------------------------------------------
1 From the inception date of the Admiral Shares on June 23, 2006, through
December 31, 2007, the average annual returns were 46.54% for the Fund's
Admiral Shares and 49.06% for the MSCI Emerging Markets Index.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
3 Select Emerging Markets Index through August 23, 2006, and the MSCI
Emerging Markets Index thereafter. The Select Emerging Markets Index was
discontinued on August 24, 2006.
|
Note on after-tax returns. Actual after-tax returns depend on your tax
situation and may differ from those shown in the preceding table. When after-tax
returns are calculated, it is assumed that the shareholder was in the highest
federal marginal income tax bracket at the time of each distribution of income
or capital gains or upon redemption. State and local income taxes are not
reflected in the calculations. Please note that after-tax returns are shown only
for the Investor Shares and will differ for each share class in an amount
approximately equal to the difference in expense ratios. After-tax returns are
not relevant for a shareholder who holds fund shares in a tax-deferred account,
such as an individual retirement account or a 401(k) plan. Also, figures
captioned Return After Taxes on Distributions and Sale of Fund Shares will be
higher than other figures for the same period if a capital loss occurs upon
redemption and results in an assumed tax deduction for the shareholder.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold Investor Shares or Admiral Shares of the Fund. As is the case with all
mutual funds, transaction costs incurred by the Fund for buying and selling
securities are not reflected in the table. However, these costs are reflected in
the investment performance figures included in this prospectus. The expenses
shown under Annual Fund Operating Expenses are based on those incurred in the
fiscal year ended October 31, 2007.
11
Shareholder Fees
(Fees paid directly from your investment)
Investor Shares Admiral Shares
----------------------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None None
----------------------------------------------------------------------------------------------
Purchase Fee 0.25%(1) 0.25%(1)
----------------------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None None
----------------------------------------------------------------------------------------------
Redemption Fee 0.25%(2) 0.25%(2)
----------------------------------------------------------------------------------------------
Account Service Fee (for fund account balances below $20/year(3) --
$10,000)
----------------------------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses Deducted Directly from the Fund's assets)
Investor Shares Admiral Shares
----------------------------------------------------------------------------------------------
Management Expenses 0.25% 0.14%
----------------------------------------------------------------------------------------------
12b-1 Distribution Fee None None
----------------------------------------------------------------------------------------------
Other Expenses 0.12% 0.11%
----------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.37% 0.25%
----------------------------------------------------------------------------------------------
1 The purchase fee is deducted from all purchases (including exchanges from
other Vanguard funds) but not from reinvested dividends and capital gains.
2 The 0.25% fee applies to shares redeemed by selling or by exchanging to
another fund, or if your shares are redeemed because your Fund account
balance falls below the minimum initial investment for any reason, including
market fluctuation. The fee is withheld from redemption proceeds and retained
by the Fund.
3 If applicable, the account service fee will be collected by redeeming fund
shares in the amount of $20.
|
The following examples are intended to help you compare the cost of investing in
the Fund's Investor Shares or Admiral Shares with the cost of investing in other
mutual funds. They illustrate the hypothetical expenses that you would incur
over various periods if you invest $10,000 in the Fund's shares. These examples
assume that the Shares provide a return of 5% a year and that operating expenses
remain the same. The results apply whether or not you redeem your investment at
the end of the
given period.
1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------
Investor Shares $63 $144 $232 $492
---------------------------------------------------------
Admiral Shares 77 134 197 382
---------------------------------------------------------
|
12
You would pay the following expenses if you did not redeem your shares (the
difference being that the Fund's 0.25% redemption fee would not apply to any of
the following periods, as it would to those in the preceding example):
1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------
Investor Shares $89 $172 $263 $531
---------------------------------------------------------
Admiral Shares 51 105 165 342
---------------------------------------------------------
|
These examples should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
Additional Information
As of April 30, 2008
------------------------------------------------------------------------------------------------
Net Assets (all share classes) $xx billion
------------------------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa., since inception
------------------------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
------------------------------------------------------------------------------------------------
Suitable for IRAs Yes
------------------------------------------------------------------------------------------------
Investor Shares Admiral Shares
------------------------------------------------------------------------------------------------
Inception Date May 4, 1994 June 23, 2006
------------------------------------------------------------------------------------------------
Minimum Initial Investment $3,000 $100,000
------------------------------------------------------------------------------------------------
Conversion Features May be converted to Admiral May be converted to Investor
Shares if you meet eligibility shares if you are no longer
requirements eligible for Admiral Shares
------------------------------------------------------------------------------------------------
Newspaper Abbreviation EmerMkt EmMkAdml
------------------------------------------------------------------------------------------------
Vanguard Fund Number 533 5533
------------------------------------------------------------------------------------------------
CUSIP Number 922042304 922042841
------------------------------------------------------------------------------------------------
Ticker Symbol VEIEX VEMAX
------------------------------------------------------------------------------------------------
|
13
INVESTING IN INDEX FUNDS
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified
market benchmark, or "index." An index is an unmanaged group of securities whose
overall performance is used as a standard to measure the investment performance
of a particular market. There are many types of indexes. Some represent entire
markets--such as the U.S. stock market or the U.S. bond market. Other indexes
cover market segments--such as small-capitalization stocks or short-term bonds.
An index fund holds all, or a representative sample, of the securities that make
up its target index. Index funds attempt to mirror the performance of the target
index, for better or worse. However, an index fund does not always perform
exactly like its target index. For example, like all mutual funds, index funds
have operating expenses and transaction costs. Market indexes do not, and
therefore will usually have a slight performance advantage over funds that track
them.
14
MORE ON THE FUNDS
This prospectus describes the primary risks you would face as a Fund
shareholder. It is important to keep in mind one of the main axioms of
investing: The higher the risk of losing money, the higher the potential reward.
The reverse, also, is generally true: The lower the risk, the lower the
potential reward. As you consider an investment in any mutual fund, you should
take into account your personal tolerance for fluctuations in the securities
markets. Look for this [FLAG] symbol throughout the prospectus. It is used to
mark detailed information about the more significant risks that you would
confront as a Fund shareholder.
The following sections explain the primary investment strategies and policies
that each Fund uses in pursuit of its objective. The Fund's board of trustees,
which oversees the Fund's management, may change investment strategies or
policies in the interest of shareholders without a shareholder vote, unless
those strategies or policies are designated as fundamental. Under normal
circumstances, each Fund will invest at least 80% of its assets in the types of
stocks indicated by its name. A Fund may change its 80% policy or indexing
strategy only upon 60 days' notice to shareholders. Note that each Fund's
investment objective is not fundamental and may be changed without a shareholder
vote.
Advantages of Index Funds
Index funds typically have the following characteristics:
. Variety of investments. Most Vanguard index funds generally invest in the
securities of a wide variety of companies and industries.
. Relative performance consistency. Because they seek to track market
benchmarks, index funds usually do not perform dramatically better or worse than
their benchmarks.
. Low cost. Index funds are inexpensive to run compared with actively managed
funds. They have low or no research costs and typically keep trading
activity--and thus brokerage commissions and other transaction costs--to a
minimum.
Compared with actively managed funds, most index funds have lower turnover rates
and lower capital gains distributions. However, from time to time, some index
funds may pay out higher-than-expected taxable distributions. That's because
index funds must adjust their holdings to reflect changes in their target
indexes. In some cases, such changes may force an index fund to sell securities
that have appreciated in value, thereby realizing a capital gain that must be
distributed to shareholders. A security may move out of an index for a number of
reasons, including a merger or acquisition, or a substantial change in the
market capitalization of the issuer. Generally, these changes tend to occur more
frequently with small and medium-size companies than they do with large,
well-established companies.
15
Indexing Methods
In seeking to track a particular index, a fund generally uses one of the
following methods to select the securities in which it invests.
Replication method. Many stock funds use the replication method of indexing.
This means that a fund holds each security found in its target index in
approximately the same proportion as represented in the index itself. For
example, if 5% of the Standard & Poor's 500 Index were made up of the stock of a
specific company, a fund tracking that index would invest approximately 5% of
its assets in that company. Vanguard European Stock Index Fund and Vanguard
Pacific Stock Index Fund employ this method of indexing.
Sampling method. Because it would be expensive and inefficient to buy and sell
all securities held in certain indexes (the Dow Jones Wilshire 5000 Composite
Index, for example, included 4,870 separate stocks as of April 30, 2008), many
funds tracking these larger indexes use a "sampling" technique. Using
sophisticated computer programs, a fund selects, from the target index, a
representative sample of securities that will resemble the full target index in
terms of key risk factors and other characteristics. For stock funds, these
factors include industry weightings, country weightings, market capitalization,
and other financial characteristics of stocks.
For certain stock index funds, the advisor seeks to reduce risk by using a
different form of sampling--determining whether or not to invest in certain
securities based on an analysis of several factors, which vary from fund to
fund. Vanguard Emerging Markets Stock Index Fund employs this method of
indexing.
Market Exposure
To track their target indexes as closely as possible, the Funds attempt to
remain fully invested in the foreign stocks included in their particular
indexes.
Plain Talk About International Investing
U.S. investors who invest abroad will encounter risks not typically
associated with U.S. companies, because foreign stock and bond markets
operate differently from the U.S. markets. For instance, foreign companies
are not subject to the same accounting, auditing, and financial-reporting
standards and practices as U.S. companies, and their stocks may not be as
liquid as those of similar U.S. firms. In addition, foreign stock exchanges,
brokers, and companies generally have less government supervision and
regulation than their counterparts in the United States. These factors, among
others, could negatively affect the returns U.S. investors receive from
foreign investments.
16
[FLAG]
Each Fund is subject to stock market risk, which is the chance that stock
prices overall will decline. Stock markets tend to move in cycles, with periods
of rising prices and periods of falling prices. In addition, investments in
foreign stock markets can be riskier than U.S. stock investments. The prices of
foreign stocks and the prices of U.S. stocks have, at times, moved in opposite
directions.
To illustrate the volatility of international stock prices, the following table
shows the best, worst, and average annual total returns for foreign stock
markets over various periods as measured by the Morgan Stanley Capital
International Europe, Australasia, Far East (MSCI EAFE) Index, a widely used
barometer of international market activity. (Total returns consist of dividend
income plus change in market price.) Note that the returns shown do not include
the costs of buying and selling stocks or other expenses that a real-world
investment portfolio would incur.
International Stock Market Returns
(1970-2007)
1 Year 5 Years 10 Years 20 Years
----------------------------------------------------
Best 69.4% 36.1% 22.0% 15.5%
----------------------------------------------------
Worst -23.4 -2.9 4.0 7.4
----------------------------------------------------
Average 12.9 11.1 11.6 12.3
----------------------------------------------------
|
The table covers all of the 1-, 5-, 10-, and 20-year periods from 1970 through
2007. These average returns reflect past performance of international stocks;
you should not regard them as an indication of future performance of either
foreign markets as a whole or the Funds in particular.
Note that the MSCI EAFE Index does not take into account returns for emerging
markets, which can be substantially more volatile, and substantially less
liquid, than the more developed markets included in the Index. In addition,
because the MSCI EAFE Index tracks the European and Pacific developed markets
collectively, the returns in the preceding table do not reflect the variability
of returns for these markets individually. To illustrate this variability, the
following table shows returns for different international markets--as well as
for the U.S. market for comparison--from 1998 through 2007, as measured by their
respective indexes.
17
Returns for Various Stock Markets/1/
European Pacific Emerging U.S.
Market/2/ Market/2/ Markets/2/ Market
-----------------------------------------------------------------------------------------------------
1998 28.53% 2.72% -25.34% 28.58%
-----------------------------------------------------------------------------------------------------
1999 15.89 56.65 66.41 21.04
-----------------------------------------------------------------------------------------------------
2000 -8.39 -25.78 -30.61 -9.10
-----------------------------------------------------------------------------------------------------
2001 -19.90 -25.40 -2.62 -11.89
-----------------------------------------------------------------------------------------------------
2002 -18.38 -9.29 -6.17 -22.10
-----------------------------------------------------------------------------------------------------
2003 38.54 38.48 55.82 28.68
-----------------------------------------------------------------------------------------------------
2004 20.88 18.98 25.55 10.88
-----------------------------------------------------------------------------------------------------
2005 9.42 22.64 34.00 4.91
-----------------------------------------------------------------------------------------------------
2006 33.72 12.20 32.17 15.79
-----------------------------------------------------------------------------------------------------
2007 13.86 5.30 39.39 5.49
-----------------------------------------------------------------------------------------------------
1 European market returns are measured by the MSCI Europe Index; Pacific market
returns are measured by the MSCI Pacific Index; emerging markets returns are
measured by the MSCI Emerging Markets Index; and U.S. market returns are
measured by the Standard & Poor's 500 Index.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
|
Keep in mind that these returns reflect past performance of the various indexes;
you should not consider them as an indication of future performance of the
indexes, or of the Funds in particular.
[FLAG]
The Fund is subject to country/regional risk and currency risk.
Country/regional risk is the chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of companies in a particular country or region. Because the Fund may
invest a large portion of its assets in securities of companies located in any
one country or region, its performance may be hurt disproportionately by the
poor performance of its investments in that area. Country/regional risk is
especially high in emerging markets. Currency risk is the chance that the value
of a foreign investment, measured in U.S. dollars, will decrease because of
unfavorable changes in currency exchange rates.
18
Plain Talk About Regional Versus Broad International Investing
Regional funds are international funds that invest in a particular
geographical region, such as Europe or the Pacific Basin. Because they
concentrate their holdings in a single region, these funds typically have
higher share-price volatility than broadly diversified international stock
funds (which, by investing in many different foreign markets, may offset
losses from one country with gains from another at any given time).
Security Selection
In seeking to track their target indexes, the Funds invest in portfolios of
foreign stocks selected in a manner that mirrors the weightings of their target
indexes.
European Stock Index Fund. The Fund invests in the common stocks included in
the MSCI Europe Index, which is made up of approximately xxx common stocks of
companies located in xx European countries. Four countries--the United Kingdom,
France, Germany, and Switzerland--dominate the Index. These four countries made
up xx%, xx%, xx%, and xx%, respectively, of the Index's market capitalization as
of April 30, 2008. The other xx countries--Austria, Belgium, Denmark, Finland,
Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, and
Sweden--are much less significant to the Index and, consequently, to the Fund.
The Fund's heavy exposure to just four countries subjects the Fund to a higher
degree of country risk than that of more geographically diversified
international funds. As of April 30, 2008, the Fund had an asset-weighted median
market capitalization of $xx billion.
Pacific Stock Index Fund. The Fund invests in the common stocks included in the
MSCI Pacific Index, which is made up of approximately xxx common stocks of
Pacific Basin companies. The Index is dominated by the Japanese and Australian
stock markets, which represented xx% and xx%, respectively, of the Index's
market capitalization as of April 30, 2008. The other three markets represented
in the Index are Hong Kong, Singapore, and New Zealand. The Fund's large
investment in the Japanese and Australian stock markets subjects the Fund to a
higher degree of country risk than that of more geographically diversified
international funds. As of April 30, 2008, the Fund had an asset-weighted median
market capitalization of $xx billion.
Emerging Markets Stock Index Fund. The Fund invests substantially all (normally
about 95%) of its assets in the common stocks included in the MSCI Emerging
Markets Index, which is made up of approximately xxx common stocks of companies
located in xx emerging markets of Europe, Asia, Africa, and Latin America. (The
depositary receipt for a common stock will be considered to be a common stock
for the purposes of meeting this percentage test.) Five countries--China, South
Korea, Brazil, Taiwan, and Russia--collectively represent a majority of the
Index, with xx%,
19
xx%, xx%, xx%, and xx%, respectively, of the Index's market capitalization as of
April 30, 2008. The other 20 countries are Argentina, Chile, Colombia, the Czech
Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Malaysia, Mexico,
Morocco, Pakistan, Peru, the Philippines, Poland, South Africa, Thailand, and
Turkey. The Fund's advisor employs a sampling technique, using its
discretion--based on an analysis that considers liquidity, repatriation of
capital, and entry barriers in various markets--to determine whether or not to
invest in particular securities.
Emerging markets can be substantially more volatile, and substantially less
liquid, than both U.S. and more developed foreign markets. In addition, the
smaller-capitalization stocks in which the Emerging Markets Stock Index Fund
typically invests often perform quite differently from the large-cap stocks that
dominate the overall stock market. Therefore, the Fund may expose investors to a
higher degree of volatility and illiquidity than funds that invest in more
developed markets. As of April 30, 2008, the MSCI Emerging Markets Index had an
asset-weighted median market capitalization of $xx billion.
Depositary Receipts. Each Fund, in most cases, will obtain economic exposure to
stocks of its target index (component securities) by investing directly in
common stocks. However, each Fund reserves the right to obtain economic exposure
to component securities indirectly by purchasing depositary receipts of the
component securities. Depositary receipts are securities that are listed on
exchanges or quoted in OTC markets in one country, but represent shares of
issuers domiciled in another country. Generally, a Fund would hold depositary
receipts only when the advisor believes that holding the depositary receipt,
rather than the underlying component security, would benefit the Fund. A Fund
might opt to hold depositary receipts if the foreign market in which a stock
trades does not provide adequate protection to the rights of foreign investors
or government regulators place restrictions on the free flow of capital or
currency. Each Fund treats depositary receipts that represent interests in
component securities as component securities for purposes of any requirements
related to the percentage of component securities held in the Fund's portfolio.
Other Investment Policies and Risks
Each Fund reserves the right to substitute a different index for the index it
currently tracks if the current index is discontinued, if the Fund's agreement
with the sponsor of its target index is terminated, or for any other reason
determined in good faith by the Fund's board of trustees. In any such instance,
the substitute index would measure the same market segment as the current index.
20
Each Fund may invest, to a limited extent, in stock futures and options
contracts, warrants, convertible securities, and swap agreements, all of which
are types of derivatives. Generally speaking, a derivative is a financial
contract whose value is based on the value of a financial asset (such as a
stock, bond, or currency), a physical asset (such as gold), or a market index
(such as the S&P 500 Index). Investments in derivatives may subject the Funds to
risks different from, and possibly greater than, those of underlying securities,
assets, or market indexes. The Funds will not use derivatives for speculation or
for the purpose of leveraging (magnifying) investment returns.
Each Fund may enter into forward foreign currency exchange contracts, which are
types of derivative contracts, in order to maintain the same currency exposure
as its respective index. A forward foreign currency exchange contract is an
agreement to buy or sell a country's currency at a specific price on a specific
date, usually 30, 60, or 90 days in the future. In other words, the contract
guarantees an exchange rate on a given date. These contracts, however, will not
prevent the Fund's securities from falling in value during foreign market
downswings. The Funds may use these contracts to gain currency exposure when
investing in stock index futures and to settle trades in a foreign currency.
Cash Management
Each Fund's daily cash balance may be invested in one or more Vanguard CMT
Funds, which are very low-cost money market funds. When investing in a Vanguard
CMT Fund, each Fund bears its proportionate share of the at-cost expenses of the
CMT Fund in which it invests.
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and
strategies when doing so is believed to be in the Fund's best interest, so long
as the alternative is consistent with the Fund's investment objective. For
instance, the Fund may invest beyond the normal limits in derivatives or ETFs
that are consistent with the Fund's objective when those instruments are more
favorably priced or provide needed liquidity, as might be the case when the Fund
receives large cash flows that it cannot prudently invest immediately.
Purchase, Redemption, and Account Service Fees
Vanguard Emerging Markets Stock Index Fund charges a 0.25% fee on purchases of
its shares, including shares that you purchase by exchange from another Vanguard
fund. Purchases that result from reinvested dividend or capital gains
distributions are not subject to the purchase fee. In addition, the Fund charges
a 0.25% fee on redemptions of its shares.The fee applies if you redeem shares by
selling or by exchanging to another Vanguard fund, or if Vanguard redeems your
shares because your Fund
21
account balance falls below the minimum initial investment for any reason,
including market fluctuation.
Vanguard European and Pacific Stock Index Funds charge a 2% redemption fee on
shares that you redeem before they have been held for two months. The 2% fee
applies if your shares are redeemed by selling or by exchanging to another
Vanguard fund, or if Vanguard redeems your shares because your Fund account
balance falls below the minimum initial investment for any reason, including
market fluctuation. Shares you have held the longest will be redeemed first.
Unlike a sales charge or a load paid to a broker or a fund management company,
purchase and redemption fees are paid directly to the Fund to offset the costs
of buying and selling securities. The 2% redemption fee is designed to ensure
that short-term investors pay their share of the Fund's transaction costs and
that long-term investors do not subsidize the activities of short-term traders.
An account service fee of $20 per year applies to certain fund accounts whose
balances are less than $10,000.
See the Fund Profiles and Investing With Vanguard for more information about
fees.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent
trading of mutual fund shares, such as market-timing. For funds holding foreign
securities, investors may try to take advantage of an anticipated difference
between the price of the fund's shares and price movements in overseas markets,
a practice also known as time-zone arbitrage. Investors also may try to engage
in frequent trading of funds holding investments such as small-cap stocks and
high-yield bonds. As money is shifted into and out of a fund by a shareholder
engaging in frequent trading, a fund incurs costs for buying and selling
securities, resulting in increased brokerage and administrative costs. These
costs are borne by all fund shareholders, including the long-term investors who
do not generate the costs. In addition, frequent trading may interfere with an
advisor's ability to efficiently manage the fund.
Policies to Address Frequent Trading. The Vanguard funds (other than money
market funds, short-term bond funds, and Vanguard ETF(TM) Shares) do not
knowingly accommodate frequent trading. The board of trustees of each Vanguard
fund has adopted policies and procedures reasonably designed to detect and
discourage frequent trading and, in some cases, to compensate the fund for the
costs associated with it. Although there is no assurance that Vanguard will be
able to detect or prevent frequent trading or market-timing in all
circumstances, the following policies have been adopted to address these issues:
22
. Each Vanguard fund reserves the right to reject any purchase
request--including exchanges from other Vanguard funds--without notice and
regardless of size. For example, a purchase request could be rejected if
Vanguard determines that such purchase may negatively affect a fund's operation
or performance or because of a history of frequent trading by the investor.
. Each Vanguard fund (other than money market funds, short-term bond funds, and
ETF Shares) generally prohibits, except as otherwise noted in the Investing With
Vanguard section, an investor's purchases or exchanges into a fund account for
60 calendar days after the investor has redeemed or exchanged out of that fund
account.
. Certain Vanguard funds charge shareholders purchase and/or redemption fees
on transactions.
See the Investing With Vanguard section of this prospectus for further details
on Vanguard's transaction policies.
Each fund (other than money market funds), in determining its net asset value,
will, when appropriate, use fair-value pricing, as described in the Share Price
section. Fair-value pricing may reduce or eliminate the profitability of certain
frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
Plain Talk About Costs of Investing
Costs are an important consideration in choosing a mutual fund. That's
because you, as a shareholder, pay the costs of operating a fund, plus any
transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses
can, over time, have a dramatic effect on a fund's performance.
Turnover Rate
Although the Funds normally seek to invest for the long term, each Fund may sell
securities regardless of how long they have been held. Generally, index-oriented
funds sell securities only in response to redemption requests or changes in the
composition of a target index. Because of this, the turnover rate for each Fund
has been very low. The Financial Highlights section of this prospectus shows
historical turnover rates for the Funds. A turnover rate of 100%, for example,
would mean that a Fund had sold and replaced securities valued at 100% of its
net assets within a one-year period. The average turnover rate for international
stock funds was xx%; for passively managed international stock funds, the
average turnover rate was approximately xx%, as reported by Morningstar, Inc.,
on April 30, 2008.
23
Plain Talk About Turnover Rate
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs, which are not included in the
fund's expense ratio, could affect the fund's future returns. In general, the
greater the volume of buying and selling by the fund, the greater the impact
that brokerage commissions and other transaction costs will have on its
return. Also, funds with high turnover rates may be more likely to generate
capital gains that must be distributed to shareholders as taxable income.
THE FUNDS AND VANGUARD
Each Fund is a member of The Vanguard Group, a family of 37 investment companies
with more than 150 funds holding assets in excess of $1.2 trillion. All of the
funds that are members of The Vanguard Group share in the expenses associated
with administrative services and business operations, such as personnel, office
space, equipment, and advertising.
Vanguard also provides marketing services to the funds. Although shareholders do
not pay sales commissions or 12b-1 distribution fees, each fund (or in the case
of a fund with multiple share classes, each share class of the fund) pays its
allocated share of The Vanguard Group's marketing costs.
Plain Talk About Vanguard's Unique Corporate Structure
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly
by the funds it oversees and thus indirectly by the shareholders in those
funds. Most other mutual funds are operated by management companies that may
be owned by one person, by a group of individuals, or by investors who own
the management company's stock. The management fees charged by these
companies include a profit component over and above the companies' cost of
providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds' expenses low.
24
INVESTMENT ADVISOR
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482,
which began operations in 1975, serves as advisor to the Funds through its
Quantitative Equity Group. As of April 30, 2008, Vanguard served as advisor for
approximately $1 trillion in assets. Vanguard manages the Funds on an at-cost
basis, subject to the supervision and oversight of the trustees and officers of
the Funds.
For the fiscal year ended April 30, 2008, the advisory expenses are as follows:
European Stock Index, 0.002%; Pacific Stock Index, 0.003%; and Emerging Markets
Stock Index, 0.003%. For the fiscal period ended April 30, 2008, the advisory
expenses represented an effective annual rate of 0.xx% of the Funds' average net
assets.
For a discussion of why the board of trustees approved each Fund's investment
advisory arrangement, see the most recent semiannual report to shareholders
covering the Funds' most recent fiscal period ended April 30.
George U. Sauter is Chief Investment Officer and Managing Director of Vanguard.
As Chief Investment Officer, he is responsible for the oversight of Vanguard's
Quantitative Equity and Fixed Income Groups. The investments managed by these
two groups include active quantitative equity funds, equity index funds, active
bond funds, index bond funds, stable value portfolios, and money market funds.
Since joining Vanguard in 1987, Mr. Sauter has been a key contributor to the
development of Vanguard's stock indexing and active quantitative equity
investment strategies. He received his A.B. in Economics from Dartmouth College
and an M.B.A. in Finance from the University of Chicago.
Plain Talk About the Funds' Portfolio Managers
The managers primarily responsible for the day-to-day management of the
Funds are:
Duane F. Kelly, Principal of Vanguard. He has been with Vanguard since 1989,
has managed investment portfolios, including the European Stock Index Fund
since 1992; and has managed the Emerging Markets Stock Index Fund since 1994.
Education: B.S., LaSalle University.
Michael H. Buek, CFA, Principal of Vanguard. He has been with Vanguard since
1987; has managed investment portfolios since 1991; and has managed the
Pacific Stock Index Fund since 1997. Education: B.S., University of Vermont;
M.B.A., Villanova University.
25
The Statement of Additional Information provides information about each
portfolio manager's compensation, other accounts under management, and ownership
of securities in the Funds.
DIVIDENDS, CAPITAL GAINS, AND TAXES
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses) as well as any net capital gains realized from the
sale of its holdings. Distributions generally occur annually in December. You
can receive distributions of income or capital gains in cash, or you can have
them automatically reinvested in more shares of the Fund.
Plain Talk About Distributions
As a shareholder, you are entitled to your portion of a fund's income from
interest and dividends as well as gains from the 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. You receive the fund's earnings as either a
dividend or capital gains distribution.
Basic Tax Points
Vanguard will send you a statement each year showing the tax status of all your
distributions. In addition, investors in taxable accounts should be aware of the
following basic federal income tax points:
. Distributions are taxable to you, whether or not you reinvest these amounts in
additional Fund shares.
. Distributions declared in December--if paid to you by the end of January--are
taxable as if received in December.
. Any dividend and short-term capital gains distributions that you receive are
taxable to you as ordinary income. If you are an individual and meet certain
holding-period requirements with respect to your Fund shares, you may be
eligible for reduced federal tax rates on "qualified dividend income," if any,
distributed by the Fund.
. Any distributions of net long-term capital gains are taxable to you as
long-term capital gains, no matter how long you've owned shares in the Fund.
26
. Capital gains distributions may vary considerably from year to year as a
result of the Fund's normal investment activities and cash flows.
. A sale or exchange of Fund shares is a taxable event. This means that you may
have a capital gain to report as income, or a capital loss to report as a
deduction, when you complete your tax return.
. Any conversion between classes of shares of the same fund is a nontaxable
event. By contrast, an exchange between classes of shares of different funds is
a taxable event.
Dividend and capital gains distributions that you receive, as well as your gains
or losses from any sale or exchange of Fund shares, may be subject to state and
local income taxes.
Each Fund may be subject to foreign taxes or foreign tax withholding on
dividends, interest, and some capital gains that the Fund receives on foreign
securities. You may qualify for an offsetting credit or deduction under U.S. tax
laws for any amount designated as your portion of a Fund's foreign tax
obligations, provided that you meet certain requirements. See your tax advisor
or IRS publications for more information.
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable
distributions or redemptions from your account if you do not:
. Provide us with your correct taxpayer identification number;
. Certify that the taxpayer identification number is correct; and
. Confirm that you are not subject to backup withholding.
Similarly, Vanguard must withhold taxes from your account if the IRS instructs
us to do so.
Foreign investors. Vanguard funds generally are not sold outside the United
States, except to certain qualified investors. If you reside outside the United
States, please consult our website at www.vanguard.com and review "Non-U.S.
investors." Foreign investors should be aware that U.S. withholding and estate
taxes may apply to any investments in Vanguard funds.
Invalid addresses. If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest all future distributions until you provide us with a valid mailing
address.
Tax consequences. This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax advisor for detailed information about
a fund's tax consequences for you.
27
Plain Talk About 'Buying a Dividend'
Unless you are investing through a tax-deferred retirement account (such as
an IRA), you should consider avoiding a purchase of fund shares shortly
before the fund makes a distribution, because doing so can cost you money in
taxes. This is known as "buying a dividend." For example: On December 15, you
invest $5,000, buying 250 shares for $20 each. If the fund pays a
distribution of $1 per share on December 16, its share price will drop to $19
(not counting market change). You still have only $5,000 (250 shares x $19 =
$4,750 in share value, plus 250 shares x $1 = $250 in distributions), but you
owe tax on the $250 distribution you received--even if you reinvest it in
more shares. To avoid "buying a dividend," check a fund's distribution
schedule before you invest.
SHARE PRICE
Each Fund's share price, called its net asset value, or NAV, is calculated each
business day as of the close of regular trading on the New York Stock Exchange,
generally 4 p.m., Eastern time. Each share class has its own NAV, which is
computed by dividing the net assets allocated to each share class by the number
of Fund shares outstanding for that class. On holidays or other days when the
Exchange is closed, the NAV is not calculated, and the Fund does not transact
purchase or redemption requests. However, on those days the value of the Fund's
assets may be affected because the Fund holds foreign securities that trade on
foreign markets that are open.
28
Stocks held by a Vanguard fund are valued at their market value when reliable
market quotations are readily available. Certain short-term debt instruments
used to manage a fund's cash are valued on the basis of amortized cost. The
values of any foreign securities held by a fund are converted into U.S. dollars
using an exchange rate obtained from an independent third party. The values of
any mutual fund shares held by a fund are based on the NAVs of the shares. The
value of any ETF or closed-end fund shares held by a fund are based on the
market value of the shares.
When reliable market quotations are not readily available, securities are priced
at their fair value (the amount that the owner might reasonably expect to
receive upon the current sale of a security). A fund also will use fair-value
pricing if the value of a security it holds has been materially affected by
events occurring before the fund's pricing time but after the close of the
primary markets or exchanges on which the security is traded. This most commonly
occurs with foreign securities, which may trade on foreign exchanges that close
many hours before the fund's pricing time. Intervening events might be
company-specific (e.g., earnings report, merger announcement); country-specific
(e.g., natural disaster, economic or political news, act of terrorism, interest
rate change); or global. Intervening events include price movements in U.S.
markets that are deemed to affect the value of foreign securities.
Fair-value prices are determined by Vanguard according to procedures adopted by
the board of trustees. When fair-value pricing is employed, the prices of
securities used by a fund to calculate the NAV may differ from quoted or
published prices for the same securities.
Vanguard fund share prices can be found daily in the mutual fund listings of
most major newspapers under various "Vanguard" headings.
29
FINANCIAL HIGHLIGHTS
The following financial highlights tables are intended to help you understand
each Fund's financial performance for the periods shown, and certain information
reflects financial results for a single Fund share. The total returns in each
table represent the rate that an investor would have earned or lost each period
on an investment in the Fund (assuming reinvestment of all distributions). The
information for the six-month period ended April 30, 2008, has not been audited
by an independent registered public accounting firm. The information for all
periods in the table through October 31, 2007, has been derived from financial
statements audited by PricewaterhouseCoopers LLP, an independent registered
public accounting firm, whose report--along with each Fund's financial
statements--is included in the Funds' most recent annual report to shareholders.
To receive a free copy of the latest annual or semiannual report, you may access
a report online at www.vanguard.com, or you may contact Vanguard by telephone or
by mail.
Plain Talk About How to Read the Financial Highlights Tables
This explanation uses the European Stock Index Fund's Investor Shares as an
example. The Investor Shares began fiscal period 2008 with a net asset value
(price) of $43.43 per share. During the period, each Investor Share earned
$xx from investment income (interest and dividends) and $xx from investments
that had appreciated in value or that were sold for higher prices than the
Fund paid for them.
Shareholders received $xx per share in the form of dividend distributions. A
portion of each year's distributions may come from the prior year's income or
capital gains.
The share price at the end of the year was $xx, reflecting earnings of $xx
per share and distributions of $xx per share. This was an increase of $xx per
share (from $43.43 at the beginning of the year to $xx at the end of the
period). For a shareholder who reinvested the distributions in the purchase
of more shares, the total return was xx% for the period.
As of April 30, 2008, the Investor Shares had approximately $xx billion in
net assets. For the period, the expense ratio was 0.xx% ($x.xx per $1,000 of
net assets), and the net investment income amounted to x.xx% of average net
assets. The Fund sold and replaced securities valued at xx% of its net
assets.
30
European Stock Index Fund Investor Shares
Six Months
Ended Year Ended October 31,
April 30, ----------------------------------------------------------
2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $43.43 $34.67 $27.00 $23.77 $19.93 $16.44
------------------------------------------------------------------------------------------------------------------------------
Investment Operations
------------------------------------------------------------------------------------------------------------------------------
Net Investment Income x.xxx 1.298(1) .92 .67 .54 .44
------------------------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss)
on Investments x.xxx 8.386 7.45 3.14 3.76 3.45
------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 9.684 8.37 3.81 4.30 3.89
------------------------------------------------------------------------------------------------------------------------------
Distributions
------------------------------------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx (.924) (.70) (.58) (.46) (.40)
------------------------------------------------------------------------------------------------------------------------------
Distributions from Realized Capital
Gains .xxx -- -- -- -- --
------------------------------------------------------------------------------------------------------------------------------
Total Distributions .xxx (.924) (.70) (.58) (.46) (.40)
------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $43.43 $34.67 $27.00 $23.77 $19.93
==============================================================================================================================
Total Return(2) xx.xx% 28.49% 31.63% 16.21% 21.89% 24.27%
==============================================================================================================================
Ratios/Supplemental Data
------------------------------------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xx,xxx $26,188 $16,850 $10,759 $7,904 $5,339
------------------------------------------------------------------------------------------------------------------------------
Ratio of Total Expenses to
Average Net Assets x.xx% 0.22% 0.27% 0.27% 0.27% 0.32%
------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets x.xx% 3.35% 3.35% 2.84% 2.67% 2.76%
------------------------------------------------------------------------------------------------------------------------------
Turnover Rate(3) xx% 9% 6% 5% 5% 6%
==============================================================================================================================
1 Calculated based on average shares outstanding.
2 Total returns do not reflect the 2% fee assessed on redemptions of shares
purchased on or after June 27, 2003, and held for less than two months or the
account service fee that may be applicable to certain accounts with balances
below $10,000.
3 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
31
European Stock Index Fund Admiral Shares
Six Months
Ended Year Ended October 31,
April 30, ----------------------------------------------------------
2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $102.09 $81.50 $63.44 $55.84 $46.82 $38.61
------------------------------------------------------------------------------------------------------------------------------
Investment Operations
------------------------------------------------------------------------------------------------------------------------------
Net Investment Income x.xxx 3.140(1) 2.23 1.611 1.308 1.070
------------------------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss)
on Investments x.xxx 19.692 17.51 7.396 8.830 8.115
------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 22.832 19.74 9.007 10.138 9.185
------------------------------------------------------------------------------------------------------------------------------
Distributions
------------------------------------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx (2.242) (1.68) (1.407) (1.118) (.975)
------------------------------------------------------------------------------------------------------------------------------
Distributions from Realized Capital .xxx -- -- -- -- --
Gains
------------------------------------------------------------------------------------------------------------------------------
Total Distributions .xxx (2.242) (1.68) (1.407) (1.118) (.975)
------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $102.09 $81.50 $63.44 $55.84 $46.82
==============================================================================================================================
Total Return(2) xx.xx% 28.59% 31.77% 16.32% 21.98% 24.42%
==============================================================================================================================
Ratios/Supplemental Data
------------------------------------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xx,xxx $2,955 $2,175 $1,360 $628 $447
------------------------------------------------------------------------------------------------------------------------------
Ratio of Total Expenses to
------------------------------------------------------------------------------------------------------------------------------
Average Net Assets x.xx% 0.12% 0.17% 0.18% 0.18% 0.23%
------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets x.xx% 3.45% 3.45% 2.93% 2.76% 2.84%
------------------------------------------------------------------------------------------------------------------------------
Turnover Rate(3) xx% 9% 6% 5% 5% 6%
==============================================================================================================================
1 Calculated based on average shares outstanding.
2 Total returns do not reflect the 2% fee assessed on redemptions of shares
purchased on or after June 27, 2003, and held for less than two months.
3 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
32
Pacific Stock Index Fund Investor Shares
Six Months
Ended Year Ended October 31,
April 30, ----------------------------------------------------------
2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $14.19 $12.13 $10.39 $8.63 $7.80 $5.90
------------------------------------------------------------------------------------------------------------------------------
Investment Operations
------------------------------------------------------------------------------------------------------------------------------
Net Investment Income x.xxx .236 .19 .156 .121 .082
------------------------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss)
on Investments x.xxx 2.091 1.71 1.761 .814 1.885
------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 2.327 1.90 1.917 .935 1.967
------------------------------------------------------------------------------------------------------------------------------
Distributions
------------------------------------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx (.267) (.16) (.157) (.105) (.067)
------------------------------------------------------------------------------------------------------------------------------
Distributions from Realized Capital .xxx -- -- -- -- --
Gains
------------------------------------------------------------------------------------------------------------------------------
Total Distributions .xxx (.267) (.16) (.157) (.105) (.067)
------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $14.19 $12.13 $10.39 $8.63 $7.80
==============================================================================================================================
Total Return(1) xx.xx% 19.52% 18.39% 22.48% 12.15% 33.75%
==============================================================================================================================
Ratios/Supplemental Data
------------------------------------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xx,xxx $11,281 $7,814 $5,202 $3,471 $2,265
------------------------------------------------------------------------------------------------------------------------------
Ratio of Total Expenses to
Average Net Assets x.xx% 0.22% 0.27% 0.32% 0.34% 0.39%
------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets x.xx% 1.80% 1.73% 1.76% 1.57% 1.49%
------------------------------------------------------------------------------------------------------------------------------
Turnover Rate(2) xx% 3% 2% 7% 3% 3%
==============================================================================================================================
1 Total returns do not reflect the 2% fee assessed on redemptions of shares
purchased on or after June 27, 2003, and held for less than two months or the
account service fee that may be applicable to certain account balances below
$10,000.
2 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
33
Pacific Stock Index Fund Admiral Shares
Six Months
Ended Year Ended October 31,
April 30, ----------------------------------------------------------
2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $92.94 $79.43 $68.05 $56.47 $51.05 $38.63
------------------------------------------------------------------------------------------------------------------------------
Investment Operations
------------------------------------------------------------------------------------------------------------------------------
Net Investment Income x.xxx 1.613 1.302 1.069 .835 .575
------------------------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss)
on Investments x.xxx 13.714 11.185 11.583 5.318 12.318
------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 15.327 12.487 12.652 6.153 12.893
------------------------------------------------------------------------------------------------------------------------------
Distributions
------------------------------------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx (1.817) (1.107) (1.072) (.733) (.473)
------------------------------------------------------------------------------------------------------------------------------
Distributions from Realized Capital .xxx -- -- -- -- --
Gains
------------------------------------------------------------------------------------------------------------------------------
Total Distributions .xxx (1.817) (1.107) (1.072) (.733) (.473)
------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $92.94 $79.43 $68.05 $56.47 $51.05
==============================================================================================================================
Total Return(1) xx.xx% 19.64% 18.46% 22.68% 12.23% 33.82%
==============================================================================================================================
Ratios/Supplemental Data
------------------------------------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xx,xxx $1,292 $1,128 $720 $314 $198
------------------------------------------------------------------------------------------------------------------------------
Ratio of Total Expenses to
Average Net Assets x.xx% 0.12% 0.17% 0.20% 0.25% 0.30%
------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets x.xx% 1.90% 1.83% 1.90% 1.69% 1.59%
------------------------------------------------------------------------------------------------------------------------------
Turnover Rate(2) xx% 3% 2% 7% 3% 3%
==============================================================================================================================
1 Total returns do not reflect the 2% fee assessed on redemptions of shares
purchased on or after June 27, 2003, and held for less than two months.
2 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
34
Emerging Markets Stock Index Fund Investor Shares
Six Months
Ended Year Ended October 31,
April 30, ----------------------------------------------------------
2008 2007 2006 2005 2004 2003
------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $36.78 $22.05 $16.91 $12.88 $11.04 $7.48
------------------------------------------------------------------------------------------------------------------------------
Investment Operations
------------------------------------------------------------------------------------------------------------------------------
Net Investment Income x.xxx .604(1) .396 .307 .263 .170
------------------------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain
(Loss) on Investments(2) x.xxx 14.522 5.059 3.982 1.749 3.512
------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 15.126 5.455 4.289 2.012 3.682
------------------------------------------------------------------------------------------------------------------------------
Distributions
------------------------------------------------------------------------------------------------------------------------------
Dividends from Net Investment
Income .xxx (.396) (.315) (.259) (.172) (.122)
------------------------------------------------------------------------------------------------------------------------------
Distributions from Realized Capital
Gains .xxx -- -- -- -- --
------------------------------------------------------------------------------------------------------------------------------
Total Distributions .xxx (.396) (.315) (.259) (.172) (.122)
------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $36.78 $22.05 $16.91 $12.88 $11.04
==============================================================================================================================
Total Return(3) xx.xx% 69.59% 32.55% 33.66% 18.43% 49.88%
==============================================================================================================================
Ratios/Supplemental Data
------------------------------------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xx,xxx $14,150 $7,202 $4,937 $2,556 $1,589
------------------------------------------------------------------------------------------------------------------------------
Ratio of Total Expenses to
Average Net Assets x.xx% 0.37% 0.42% 0.45% 0.48% 0.53%
------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets x.xx% 2.24% 2.20% 2.48% 2.44% 2.26%
------------------------------------------------------------------------------------------------------------------------------
Turnover Rate(4) xx% 9% 26% 15% 11% 16%
==============================================================================================================================
1 Calculated based on average shares outstanding.
2 Includes increases from redemption fees of $0.01, $0.01, $0.00, $0.00, and
$0.00.
3 Total returns do not reflect the 0.5% transaction fee on purchases; the 2%
fee assessed until March 23, 2005, on redemptions of shares purchased on or
after June 27, 2003, and held for less than two months; or the 0.5% fee on
all other redemptions; or the account service fee that may be applicable to
certain accounts with balances below $10,000.
4 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
35
Emerging Markets Stock Index Fund Admiral Shares
Six Months June 23,
Ended Year Ended 2006(1) to
April 30, Oct. 31, Oct. 31,
2008 2007 2006
---------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $48.47 $29.03 $25.00
---------------------------------------------------------------------------------------------------
Investment Operations
---------------------------------------------------------------------------------------------------
Net Investment Income x.xxx .853(2) .222
---------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss) on x.xxx 19.121 3.808
Investments(3)
---------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 19.974 4.030
---------------------------------------------------------------------------------------------------
Distributions
---------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx (.534) --
---------------------------------------------------------------------------------------------------
Distributions from Realized Capital Gains .xxx -- --
---------------------------------------------------------------------------------------------------
Total Distributions .xxx (.534) --
===================================================================================================
Net Asset Value, End of Period $xx.xx $48.47 $29.03
===================================================================================================
Total Return(4) xx.xx% 69.82% 16.12%
---------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
---------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xx,xxx $3,514 $1,491
---------------------------------------------------------------------------------------------------
Ratio of Total Expenses to Average Net Assets x.xx% 0.25% 0.30%(5)
---------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to Average Net Assets x.xx% 2.36% 2.32%(5)
---------------------------------------------------------------------------------------------------
Turnover Rate(6) xx% 9% 26%
===================================================================================================
1 Inception.
2 Calculated based on average shares outstanding.
3 Includes increases from redemption fees of $0.01 and $0.01, respectively.
4 Total returns do not reflect the 0.5% transaction fee on purchases and
redemptions.
5 Annualized.
6 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
36
INVESTING WITH VANGUARD
This section of the prospectus explains the basics of doing business with
Vanguard. Be sure to carefully read each topic that pertains to your
relationship with Vanguard. Vanguard reserves the right to change the following
policies, without prior notice to shareholders. Please call or check online for
current information.
Each fund you hold in an account is a separate "fund account." For example, if
you hold three funds in a nonretirement account titled in your own name, two
funds in a nonretirement account titled jointly with your spouse, and one fund
in an individual retirement account, you have six fund accounts--and this is
true even if you hold the same fund in multiple accounts.
PURCHASING SHARES
Vanguard reserves the right, without prior notice, to increase or decrease the
minimum amount required to open, convert shares to, or maintain a fund account,
or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Investor Shares
To open and maintain an account. $3,000.
To add to an existing account. $50 by Automatic Investment Plan; $100 by check,
exchange, wire, or electronic bank transfer (other than Automatic Investment
Plan).
Account Minimums for Admiral Shares
To open and maintain an account. $100,000 for new investors. Shareholders who
are registered on Vanguard.com, have held shares of the Fund for ten years, and
have $50,000 or more in the same Fund account are eligible to convert their
Investor Shares to Admiral Shares. See Converting Shares. Institutional clients
should contact Vanguard for information on special rules that may apply to them.
To add to an existing account. $50 by Automatic Investment Plan; $100 by check,
exchange, wire, or electronic bank transfer (other than Automatic Investment
Plan).
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limits, and Other Rules You
Should Know before placing your purchase request.
Online. You may open certain types of accounts, request an electronic bank
transfer, and make an exchange (using the proceeds from the redemption of shares
from one Vanguard fund to simultaneously purchase shares of a different Vanguard
fund) through our website at www.vanguard.com if you are a registered user.
37
By telephone. You may call Vanguard to begin the account registration process
or request that the account-opening forms be sent to you. You may also call
Vanguard to request a purchase of shares by wire, by electronic bank transfer,
or by an exchange. See Contacting Vanguard.
By mail. You may send your account registration form and check to open a new
fund account at Vanguard. To add to an existing fund account, you may send your
check with an Invest-by-Mail form (from your account statement) or with a
deposit slip (available online). You may also send a written request to Vanguard
to add to a fund account or to make an exchange. For a list of Vanguard
addresses, see Contacting Vanguard.
How to Pay For a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through
an electronic transfer of money held in a designated bank account. To establish
the electronic bank transfer option on an account, you must designate a bank
account online, complete a special form, or fill out the appropriate section of
your account registration form. After the option is set up on your account, you
can purchase shares by electronic bank transfer on a regular schedule (Automatic
Investment Plan) or whenever you wish. Your purchase request can be initiated
online, by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call
Vanguard for instructions and policies on purchasing shares by wire. See
Contacting Vanguard.
By check. You may send a check to make initial or additional purchases to your
fund account. Also see How to Initiate a Purchase Request: By mail. Make your
check payable to Vanguard and include the appropriate fund number (e.g.,
Vanguard--xx). For a list of Fund numbers (for Funds and share classes in this
prospectus), see Contacting Vanguard.
By exchange. You may purchase shares of a Vanguard fund using the proceeds from
the simultaneous redemption of shares from another Vanguard fund. You may
initiate an exchange online (if you are a registered user of Vanguard.com), by
telephone, or by mail. See Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on
the day and time Vanguard receives your request, the manner in which you are
paying, and the type of fund you are purchasing. Your purchase will be executed
using the NAV as calculated on the trade date. NAVs are calculated only on days
the New York Stock Exchange (NYSE) is open for trading (a business day).
38
For purchases by check into all funds other than money market funds, and for
purchases by exchanges or wire into all funds: If the purchase request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
If the purchase request is received on a business day after the close of regular
trading on the NYSE, or on a nonbusiness day, the trade date will be the next
business day.
For purchases by check into money market funds: If the purchase request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the next
business day. If the purchase request is received on a business day after the
close of regular trading on the NYSE, or on a nonbusiness day, the trade date
will be the second business day following the day Vanguard receives the purchase
request. Because money market instruments must be purchased with federal funds
and it takes a money market mutual fund one business day to convert check
proceeds into federal funds, the trade date will be one business day later than
for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan:
Your trade date generally will be one business day before the date you
designated for withdrawal from your bank account.
For purchases by electronic bank transfer not using an Automatic Investment
Plan: If the purchase request is received by Vanguard on a business day before
10 p.m., Eastern time, the trade date will be the next business day. If the
purchase request is received on a business day after 10 p.m., Eastern time, or
on a nonbusiness day, the trade date will be the second business day following
the day Vanguard receives the request.
If your purchase request is not accurate and complete, it may be rejected. See
Other Rules You Should Know--Good Order.
For further information about purchase transactions, consult our website at
www.vanguard.com or see Contacting Vanguard.
Purchase Fees
The Emerging Markets Stock Index Fund charges a purchase fee of 0.25% on all
share purchases, including shares purchased by exchange from other Vanguard
funds. In addition, each Fund reserves the right to impose purchase fees on all
share purchases. Purchase fees do not apply to shares purchased through
reinvested dividends and capital gains.
39
Other Purchase Rules You Should Know
Admiral Shares. Please note that Admiral Shares are not available for:
. SIMPLE IRAs and 403(b)(7) custodial accounts;
. Other retirement plan accounts receiving special administrative services from
Vanguard; or
. Accounts maintained by financial intermediaries, except in limited
circumstances.
Check purchases. All purchase checks must be written in U.S. dollars and must
be drawn on a U.S. bank. Vanguard does not accept cash, traveler's checks, or
money orders. In addition, Vanguard may refuse "starter checks" and checks that
are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal
information that we will use to verify your identity. If you do not provide the
information, we may not be able to open your account. If we are unable to verify
your identity, Vanguard reserves the right, without prior notice, to close your
account or take such other steps as we deem reasonable.
Refused or rejected purchase requests. Vanguard reserves the right to stop
selling fund shares or to reject any purchase request at any time and without
prior notice, including, but not limited to, purchases requested by exchange
from another Vanguard fund. This also includes the right to reject any purchase
request because of a history of frequent trading by the investor or because the
purchase may negatively affect a fund's operation or performance.
Large purchases. Please call Vanguard before attempting to invest a large
dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase
request once processing has begun. Please be careful when placing a purchase
request.
CONVERTING SHARES
When a conversion occurs, you receive shares of one class in place of shares of
another class of the same fund. At the time of conversion, the dollar value of
the "new" shares you receive equals the dollar value of the "old" shares that
were converted. In other words, the conversion has no effect on the value of
your investment in the fund. However, the number of shares you own after the
conversion may be greater than or less than the number of shares you owned
before the conversion, depending on the net asset values of the two share
classes.
A conversion between share classes of the same fund is a nontaxable event.
40
Trade Date
The trade date for any conversion request received in good order will depend on
the day and time Vanguard receives your request. Your conversion will be
executed using the NAVs of the different share classes on the trade date. NAVs
are calculated only on days that the NYSE is open for trading (a business day).
For a conversion request (other than a request to convert to ETF Shares)
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
For a conversion request received on a business day after the close of regular
trading on the NYSE, or on a nonbusiness day, the trade date will be the next
business day. See Other Rules You Should Know. (Please see Conversion Privilege
in the ETF Shares section for information on conversions to ETF Shares.)
Conversions From Investor Shares to Admiral Shares
Self-directed conversions. If your account balance in the Fund is at least
$100,000, you may ask Vanguard to convert your Investor Shares to Admiral
Shares. You can make conversion requests online (if you are a registered user of
Vanguard.com), by telephone, or by mail. See Contacting Vanguard.
Automatic conversions. Vanguard conducts periodic reviews of account balances
and may, if your account balance in the Fund exceeds $100,000, automatically
convert your Investor Shares to Admiral Shares. You will be notified before an
automatic conversion occurs and will have an opportunity to instruct Vanguard
not to effect the conversion.
Tenure conversions. You are eligible for a tenure conversion from Investor
Shares to Admiral Shares if you have had an account in the Fund for ten years,
that account balance is at least $50,000, and you are registered with
Vanguard.com. You may request a tenure conversion online, by telephone, or by
mail.
Mandatory Conversions to Investor Shares
If an account no longer meets the balance requirements for Admiral Shares,
Vanguard may automatically convert the shares in the account to Investor Shares.
A decline in the account balance because of market movement may result in such a
conversion. Vanguard will notify the investor in writing before any mandatory
conversion occurs.
Conversions to Institutional Shares
You are eligible for a self-directed conversion from another share class to
Institutional Shares of the same Fund, provided that your account meets all
Institutional Shares' eligibility requirements. Registered users of our website,
www.vanguard.com, may request a conversion online, or you may contact Vanguard
by telephone or by mail to request this transaction. Accounts that qualify for
Institutional Shares will not be automatically converted.
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Mandatory Conversions to Another Share Class
If an account no longer meets the balance requirements for a share class,
Vanguard may automatically convert the shares in the account to another share
class, as appropriate. A decline in the account balance because of market
movement may result in such a conversion. Vanguard will notify the investor in
writing before any mandatory conversion occurs.
REDEEMING SHARES
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limits, and Other Rules You
Should Know before placing your redemption request.
Online. You may redeem shares, request an electronic bank transfer, and make an
exchange (the purchase of shares of one Vanguard fund using the proceeds of a
simultaneous redemption from another Vanguard fund) through our website at
www.vanguard.com if you are a registered user.
By telephone. You may call Vanguard to request a redemption of shares by wire,
by electronic bank transfer, by check, or by an exchange. See Contacting
Vanguard.
By mail. You may send a written request to Vanguard to redeem from a fund
account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption
sent directly to a designated bank account. To establish the electronic bank
transfer option, you must designate a bank account online, complete a special
form, or fill out the appropriate section of your account registration form.
After the option is set up on your account, you can then redeem shares by
electronic bank transfer on a regular schedule (Automatic Withdrawal Plan--$50
minimum) or whenever you wish ($100 minimum). Your transaction can be initiated
online, by telephone, or by mail.
By wire. When redeeming from a money market fund or a bond fund, you may
instruct Vanguard to wire your redemption proceeds ($1,000 minimum) to a
previously designated bank account. Wire redemptions generally are not available
for Vanguard's balanced or stock funds. The wire redemption option is not
automatic; you must designate a bank account online, complete a special form, or
fill out the appropriate section of your account registration form. Vanguard
charges a $5 fee for wire redemptions under $5,000.
By exchange. You may have the proceeds of a Vanguard fund redemption invested
directly in shares of another Vanguard fund. You may initiate an exchange online
(if you are a registered user of Vanguard.com), by telephone, or by mail.
42
By check. If you have not chosen another redemption method, Vanguard will mail
you a redemption check, normally within two business days of your trade date.
Trade Date
The trade date for any redemption request received in good order will depend on
the day and time Vanguard receives your request and the manner in which you are
redeeming. Your redemption will be executed using the NAV as calculated on the
trade date. NAVs are calculated only on days that the NYSE is open for trading
(a business day).
For redemptions by check, exchange, or wire: If the redemption request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
If the redemption request is received on a business day after the close of
regular trading on the NYSE, or on a nonbusiness day, the trade date will be on
the next business day.
. Note on timing of wire redemptions from money market funds: For telephone
requests received by Vanguard on a business day before 10:45 a.m., Eastern
time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund), the
redemption proceeds will leave Vanguard by the close of business the same day.
For telephone requests received by Vanguard on a business day after those
cut-off times, or on a nonbusiness day, and for all requests other than by
telephone, the redemption proceeds will leave Vanguard by the close of
business on the next business day.
. Note on timing of wire redemptions from bond funds: For requests received by
Vanguard on a business day before the close of regular trading on the NYSE
(generally 4 p.m., Eastern time), the redemption proceeds will leave Vanguard
by the close of business on the next business day. For requests received by
Vanguard on a business day after the close of regular trading on the NYSE, or
on a nonbusiness day, the redemption proceeds will leave Vanguard by the close
of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan:
Your trade date generally will be the date you designated for withdrawal of
funds (redemption of shares) from your Vanguard account. Proceeds of redeemed
shares generally will be credited to your designated bank account two business
days after your trade date. If the trade date you designated for withdrawal
falls on a weekend, holiday, or other nonbusiness day, your trade date will be
the previous business day.
For redemptions by electronic bank transfer not using an Automatic Withdrawal
Plan: If the redemption request is received by Vanguard on a business day before
the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the
trade date generally will be the same day. If the redemption request is received
on a business
43
day after the close of regular trading on the NYSE, or on a nonbusiness day, the
trade date will be the next business day.
If your redemption request is not accurate and complete, it may be rejected. See
Other Rules You Should Know--Good Order.
For further information about redemption transactions, consult our website at
www.vanguard.com or see Contacting Vanguard.
Redemption Fees
Vanguard European Stock Index Fund and Vanguard Pacific Stock Index Fund each
charge a 2% redemption fee on shares redeemed within two months of purchase by
selling or by exchanging to another fund, or if your shares are redeemed because
your Fund account balance falls below the minimum initial investment for any
reason, including market fluctuation. The fee is withheld from redemption
proceeds and is paid directly to the Fund. Shares held for two months or more
are not subject to the 2% fee. Vanguard Emerging Markets Stock Index Fund
charges a 0.25% redemption fee.
In an effort to reduce or eliminate the redemption fees you pay, if you redeem
less than your full investment in the Fund, we will first redeem those shares
not subject to the fee, followed by those shares you have held the longest.
For Vanguard fund accounts (including participants in employer-sponsored defined
contribution plans that are served by Vanguard Small Business Services),
redemption fees will not apply to the following:
. Redemptions of shares purchased with reinvested dividend and capital gains
distributions (not applicable to Vanguard Emerging Markets Fund).
. Share transfers, rollovers, or re-registrations within the same fund.
. Conversions of shares from one share class to another in the same fund.
. Redemptions of shares to pay fund or account fees.
. Redemptions of shares to remove excess shareholder contributions to an IRA.
. Section 529 college savings plans.
. For a one-year period, shares rolled over to an IRA held at Vanguard from a
retirement plan for which Vanguard serves as recordkeeper (except for Vanguard
Small Business Services retirement plans).
. Distributions by shareholders age 701/2 or older from the following (not
applicable to Vanguard Emerging Markets Fund):
. Traditional IRAs.
. Inherited IRAs (traditional and Roth).
. Rollover IRAs.
44
. SEP-IRAs.
. SIMPLE IRAs.
. Section 403(b)(7) plans served by the Vanguard Small Business Services
Department.
.Vanguard Retirement Plans for which Vanguard Fiduciary Trust Company serves as
trustee.
For participants in employer-sponsored defined contribution plans (other than
those served by the Vanguard Small Business Services Department), in addition to
the exclusions previously listed, redemption fees will not apply to the
following:
. Exchanges of shares purchased with participant payroll or employer
contributions.
. Distributions, loans, and in-service withdrawals from a plan.
. Redemptions or transfers of shares as part of a plan termination or at the
direction of the plan.
. Direct rollovers into IRAs.
Redemption fees will apply to shares exchanged out of a fund within the fund's
redemption-fee period into which fund the shares had previously been exchanged,
rolled over, or transferred by a participant.
If Vanguard does not serve as recordkeeper for your plan, redemption fees may be
applied differently. Please read your recordkeeper's plan materials carefully to
learn of any other rules or fees that may apply. Also see Frequent-Trading
Limits--Accounts Held by Intermediaries for information about the assessment of
redemption fees
by intermediaries.
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to
redeem from certain types of accounts, such as trust, corporate, nonprofit, or
retirement accounts. Please call us before attempting to redeem from these types
of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or
part of a redemption in kind--that is, in the form of securities--if we
reasonably believe that a cash redemption would negatively affect the fund's
operation or performance or that the shareholder may be engaged in market-timing
or frequent trading. Under these circumstances, Vanguard also reserves the right
to delay payment of the redemption proceeds for up to seven calendar days. By
calling us before you attempt to redeem a large dollar amount, you may avoid
in-kind or delayed payment of your redemption. Please see Frequent-Trading
Limits for information about Vanguard's policies to limit frequent trading.
45
Recently purchased shares. Although you can redeem shares at any time, proceeds
may not be made available to you until the fund collects payment for your
purchase. This may take up to ten calendar days for shares purchased by check or
by electronic bank transfer. If you have written a check on a fund with
checkwriting privileges, that check may be rejected if your fund account does
not have a sufficient available balance.
Share certificates. If you hold shares in certificates, those shares cannot be
redeemed, exchanged, or converted until you return the certificates (unsigned)
to Vanguard by registered mail. For the correct address, see Contacting
Vanguard.
Address change. If you change your address online or by telephone, there may be
a 15-day restriction on your ability to make online and telephone redemptions.
You can request a redemption in writing at any time. Confirmations of address
changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your
redemption check payable to a different person or send it to a different
address. However, this requires the written consent of all registered account
owners and may require a signature guarantee. You can obtain a signature
guarantee from most commercial and savings banks, credit unions, trust
companies, or member firms of a U.S. stock exchange. A notary public cannot
provide a signature guarantee.
No cancellations. Vanguard will not accept your request to cancel any
redemption request once processing has begun. Please be careful when placing a
redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption
proceeds for up to seven calendar days. In addition, Vanguard funds can suspend
redemptions and/or postpone payments of redemption proceeds beyond seven
calendar days at times when the NYSE is closed or during emergency
circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of
one Vanguard fund to simultaneously purchase shares of a different Vanguard
fund. You can make exchange requests online (if you are a registered user of
Vanguard.com), by telephone, or by mail. See Purchasing Shares and Redeeming
Shares.
If the NYSE is open for regular trading (a business day) at the time an exchange
request is received in good order, the trade date will generally be the same
day. See Other Rules You Should Know--Good Order for additional information on
all transaction requests.
46
Please note that Vanguard reserves the right, without prior notice, to revise or
terminate the exchange privilege, limit the amount of any exchange, or reject an
exchange, at any time, for any reason.
Frequent-Trading Limits
Because excessive transactions can disrupt management of a fund and increase the
fund's costs for all shareholders, Vanguard places certain limits on frequent
trading in the Vanguard funds. Each Vanguard fund (other than money market
funds, short-term bond funds, and ETF Shares) limits an investor's purchases or
exchanges into a fund account for 60 calendar days after the investor has
redeemed or exchanged out of that fund account.
For Vanguard Retirement Investment Program pooled plans, the policy applies to
exchanges made by participants online or by phone.
The policy does not apply to the following:
. Purchases of shares with reinvested dividend or capital gains distributions.
. Transactions through Vanguard's Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum
Distribution Service, and Vanguard Small Business Online/(R)/.
. Redemptions of shares to pay fund or account fees.
. Transaction requests submitted by mail to Vanguard from shareholders who hold
their accounts directly with Vanguard. (Wire transactions and transaction
requests submitted by fax are not mail transactions and are subject to the
policy.)
. Transfers and re-registrations of shares within the same fund.
. Purchases of shares by asset transfer or direct rollover.
. Conversions of shares from one share class to another in the same fund.
. Checkwriting redemptions.
. Section 529 college savings plans.
. Certain approved institutional portfolios and asset allocation programs, as
well as trades made by Vanguard funds that invest in other Vanguard funds.
(Please note that shareholders of Vanguard's funds of funds are subject to the
policy.)
For participants in employer-sponsored defined contribution plans that are not
served by Vanguard Small Business Services, the frequent-trading policy does not
apply to:
. Purchases of shares with participant payroll or employer contributions or
loan repayments.
. Purchases of shares with reinvested dividend or capital gains distributions.
. Distributions, loans, and in-service withdrawals from a plan.
47
. Redemptions of shares as part of a plan termination or at the direction of the
plan.
. Automated transactions executed during the first six months of a participant's
enrollment in the Vanguard Managed Account Program.
. Redemptions of shares to pay fund or account fees.
. Share or asset transfers or rollovers.
. Re-registrations of shares.
. Conversions of shares from one share class to another in the same fund.
. Exchange requests submitted by mail to Vanguard. (Exchange requests submitted
by fax or wire are not mail requests and remain subject to the policy.)
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional
clients' accounts. If we detect suspicious trading activity, we will investigate
and take appropriate action, which may include applying to a client's accounts
the 60-day
policy previously described, prohibiting a client's purchases of fund shares,
and/or eliminating the client's exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for their clients, we
cannot always monitor the trading activity of the individual clients. However,
we review trading activity at the omnibus level, and if we detect suspicious
activity, we will investigate and take appropriate action. If necessary,
Vanguard may prohibit additional purchases of fund shares by an intermediary or
by certain of the intermediary's clients. Intermediaries may also monitor their
clients' trading activities in the Vanguard funds.
For those Vanguard funds that charge purchase or redemption fees, intermediaries
will be asked to assess purchase and redemption fees on shareholder and
participant accounts and remit these fees to the funds. The application of
purchase and redemption fees and frequent-trading policies may vary among
intermediaries. There are no assurances that Vanguard will successfully identify
all intermediaries or that intermediaries will properly assess purchase and
redemption fees or administer frequent-trading policies. If you invest with
Vanguard through an intermediary, please read that firm's materials carefully to
learn of any other rules or fees that may apply.
OTHER RULES YOU SHOULD KNOW
Prospectus and Shareholder Report Mailings
Vanguard attempts to eliminate the unnecessary expense of duplicate mailings by
sending just one prospectus and/or report when two or more shareholders have the
48
same last name and address. You may request individual prospectuses and reports
by contacting our Client Services Department in writing, by telephone, or by
e-mail.
Vanguard.com
Registration. If you are a registered user of Vanguard.com, you can use your
personal computer to review your account holdings; to buy, sell, or exchange
shares of most Vanguard funds; and to perform most other transactions. You must
register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction
confirmations, and fund financial reports electronically. If you are a
registered user of Vanguard.com, you can consent to the electronic delivery of
these documents by logging on and changing your mailing preference under
"Account Profile." You can revoke your electronic consent at any time, and we
will begin to send paper copies of these documents within 30 days of receiving
your notice.
Telephone Transactions
Automatic. When we set up your account, we'll automatically enable you to do
business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account/(R)/. To conduct account transactions through Vanguard's automated
telephone service, you must first obtain a Personal Identification Number (PIN).
Call Tele-Account at 800-662-6273 to obtain a PIN, and allow seven days after
requesting the PIN before using this service.
Proof of a caller's authority. We reserve the right to refuse a telephone
request if the caller is unable to provide the requested information or if we
reasonably believe that the caller is not an individual authorized to act on the
account. Before we allow a caller to act on an account, we may request the
following information:
. Authorization to act on the account (as the account owner or by legal
documentation or other means).
. Account registration and address.
. Fund name and account number, if applicable.
. Other information relating to the caller, the account holder, or the account.
Subject to revision. For any or all shareholders, we reserve the right, at any
time
and without prior notice, to revise, suspend, or terminate the privilege to
transact or communicate with Vanguard by telephone.
49
Good Order
We reserve the right to reject any transaction instructions that are not in
"good order." Good order generally means that your instructions include:
. The fund name and account number.
. The amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must include:
. Signatures of all registered owners.
. Signature guarantees, if required for the type of transaction. (Call Vanguard
for specific signature-guarantee requirements.)
. Any supporting documentation that may be required.
The requirements vary among types of accounts and transactions.
Vanguard reserves the right, without prior notice, to revise the requirements
for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or
exchange transaction for a future date. All such requests will receive trade
dates as previously described in Purchasing Shares, Converting Shares, and
Redeeming Shares. Vanguard reserves the right to return future-dated purchase
checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard will accept
telephone or online instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we
reasonably believe that the person transacting business on an account is
authorized to do so. Please take precautions to protect yourself from fraud.
Keep your account information private, and immediately review any account
statements that we provide to you. It is important that you contact Vanguard
immediately about any transactions you believe to be unauthorized.
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not
pay interest on uncashed checks.
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Unusual Circumstances
If you experience difficulty contacting Vanguard online, by telephone, or by
Tele-Account, you can send us your transaction request by regular or express
mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial
intermediary, such as a bank, broker, or investment advisor. Please consult your
financial intermediary to determine which, if any, shares are available through
that firm and to learn about other rules that may apply.
Please see Frequent-Trading Limits--Accounts Held by Intermediaries for
information about the assessment of redemption fees and monitoring of frequent
trading for accounts held by intermediaries.
Account Service Fee
For most shareholders, Vanguard deducts a $20 account service fee from all fund
accounts that have a balance below $10,000 for any reason, including market
fluctuation. The account service fee applies to both retirement and
nonretirement fund accounts. The fee will be assessed on fund accounts in all
Vanguard funds, regardless of a fund's minimum investment amount. The account
service fee, which will be collected by redeeming fund shares in the amount of
$20, will be deducted from a fund account only once per calendar year.
If you register on Vanguard.com and elect to receive electronic delivery of
statements, reports, and other materials for all of your fund accounts, the
account service fee for balances below $10,000 will not be charged, so long as
that election remains in effect.
The account service fee also does not apply to the following:
. Money market sweep accounts held through Vanguard Brokerage Services/(R)/.
. Accounts held through intermediaries.
. Accounts held by Voyager, Voyager Select, and Flagship clients. Membership is
based on total household assets held at Vanguard, with a minimum of $100,000 to
qualify for Vanguard Voyager Services/TM/, $500,000 for Vanguard Voyager Select
Services/TM/, and
$1 million for Vanguard Flagship Services/TM/. Vanguard determines membership by
aggregating assets of all eligible accounts held by the investor and immediate
family members who reside at the same address. Aggregate assets include
investments in Vanguard mutual funds, Vanguard ETFs/TM/, annuities through
Vanguard, the Vanguard 529 Plan, certain small-business accounts, and
employer-sponsored retirement plans for which Vanguard provides recordkeeping
services.
51
. Participant accounts in employer-sponsored defined contribution plans (other
than those served by the Vanguard Small Business Services Department, which are
subject to various fee structures). Please consult your enrollment materials for
the rules that apply to your account.
. Section 529 college savings plans.
Low-Balance Accounts
Each Fund reserves the right, without prior notice, to liquidate any
investment-only retirement-plan fund account or any nonretirement fund account
whose balance falls below the minimum initial investment for any reason,
including market fluctuation. Shares redeemed in accordance with this policy
will be subject to applicable redemption fees.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus,
Vanguard reserves the right to (1) alter, add, or discontinue any conditions of
purchase (including eligibility requirements), redemption, exchange, conversion,
service, or privilege at any time without prior notice; (2) accept initial
purchases by telephone; (3) freeze any account and/or suspend account services
when Vanguard has received reasonable notice of a dispute regarding the assets
in an account, including notice of a dispute between the registered or
beneficial account owners or when we reasonably believe a fraudulent transaction
may occur or has occurred; (4) temporarily freeze any account and/or suspend
account services upon initial notification to Vanguard of the death of the
shareholder until Vanguard receives required documentation in good order; (5)
alter, impose, discontinue, or waive any redemption fee, account service fee, or
other fees charged to a group of shareholders; and (6) redeem an account,
without the owner's permission to do so, in cases of threatening conduct or
suspicious, fraudulent, or illegal activity. Changes may affect any or all
investors. These actions will be taken when, at the sole discretion of Vanguard
management, we reasonably believe they are deemed to be in the best interest of
a fund.
Share Classes
Vanguard reserves the right, without prior notice, to change the eligibility
requirements of its share classes, including the types of clients who are
eligible to purchase each share class.
52
FUND AND ACCOUNT UPDATES
Confirmation Statements
We will send (or provide online, whichever you prefer) a confirmation of your
trade date and the amount of your transaction when you buy, sell, exchange, or
convert shares. However, we will not send confirmations reflecting only
checkwriting redemptions or the reinvestment of dividend or capital gains
distributions. For any month in which you had a checkwriting redemption, a
Checkwriting Activity Statement will be sent to you itemizing the checkwriting
redemptions for that month. Promptly review each confirmation statement that we
provide to you by mail or online. It is important that you contact Vanguard
immediately with any questions you may have about any transaction reflected on a
confirmation statement, or Vanguard will consider the transaction properly
processed.
Portfolio Summaries
We will send (or provide online, whichever you prefer) quarterly portfolio
summaries to help you keep track of your accounts throughout the year. Each
summary shows the market value of your account at the close of the statement
period, as well as all distributions, purchases, redemptions, exchanges,
transfers, and conversions for the current calendar year. Promptly review each
summary that we provide to you by mail or online. It is important that you
contact Vanguard immediately with any questions you may have about any
transaction reflected on the summary, or Vanguard will consider the transaction
properly processed.
Tax Statements
For most taxable accounts, we will send annual tax statements to assist you in
preparing your income tax returns. These statements, which are generally mailed
in January, will report the previous year's dividend and capital gains
distributions, proceeds from the sale of shares, and distributions from IRAs and
other retirement plans. These statements can be viewed online.
Average-Cost Review Statements
For most taxable accounts, average-cost review statements will accompany annual
1099B tax forms. These tax forms show the average cost of shares that you
redeemed during the previous calendar year, using the average-cost
single-category method, which is one of the methods established by the IRS.
Annual and Semiannual Reports
We will send (or provide online, whichever you prefer) financial reports about
Vanguard International Stock Index Funds twice a year, in June and December.
These
53
comprehensive reports include overviews of the financial markets and provide the
following specific Fund information:
. Performance assessments and comparisons with industry benchmarks.
. Financial statements with listings of Fund holdings.
Portfolio Holdings
We generally post on our website at www.vanguard.com, in the Holdings section of
each Fund's Profile page, a detailed list of the securities held by the Fund
(under Portfolio Holdings), as of the most recent calendar-quarter-end. This
list is generally updated within 30 days after the end of each calendar quarter.
Vanguard may exclude any portion of these portfolio holdings from publication
when deemed in the best interest of the Fund. We also generally post the ten
largest stock portfolio holdings of the Fund and the percentage of the Fund's
total assets that each of these holdings represents, as of the most recent
calendar-quarter-end. This list is generally updated within 15 calendar days
after the end of each calendar quarter. Please consult the Fund's Statement of
Additional Information or our website for a description of the policies and
procedures that govern disclosure of the Fund's portfolio holdings.
54
CONTACTING VANGUARD
Web
----------------------------------------------------------------------------------------
Vanguard.com For the most complete source of Vanguard news
24 hours a day, 7 days For fund, account, and service information
a week For most account transactions
For literature requests
----------------------------------------------------------------------------------------
Phone
----------------------------------------------------------------------------------------
Vanguard For automated fund and account information
Tele-Account/(R)/ For exchange transactions (subject to limitations)
800-662-6273 Toll-free, 24 hours a day, 7 days a week
(ON-BOARD)
----------------------------------------------------------------------------------------
Investor Information For fund and service information
800-662-7447 (SHIP) For literature requests
(Text telephone for Business hours only: Monday-Friday, 8 a.m. to 10 p.m.,
people with hearing Eastern time; Saturday, 9 a.m. to 4 p.m., Eastern time
impairment at
800-952-3335)
----------------------------------------------------------------------------------------
Client Services For account information
800-662-2739 (CREW) For most account transactions
(Text telephone for Business hours only: Monday-Friday, 8 a.m. to 10 p.m.,
people with hearing Eastern time; Saturday, 9 a.m. to 4 p.m., Eastern time
impairment at
800-749-7273)
----------------------------------------------------------------------------------------
Admiral Service Center For Admiral account information
888-237-9949 For most Admiral transactions
Business hours only: Monday-Friday, 8 a.m. to 10 p.m.,
Eastern time; Saturday, 9 a.m. to 4 p.m., Eastern time
----------------------------------------------------------------------------------------
Institutional Division For information and services for large institutional investors
888-809-8102 Business hours only
: Monday-Friday, 8:30 a.m. to 9 p.m.,
Eastern time
----------------------------------------------------------------------------------------
Intermediary Sales For information and services for financial intermediaries
Support including broker-dealers, trust institutions, insurance
800-997-2798 companies, and financial advisors
Business hours only: Monday-Friday, 8:30 a.m. to
7 p.m., Eastern time
----------------------------------------------------------------------------------------
|
55
Vanguard Addresses
Please be sure to use the correct address, depending on your method of delivery.
Use of an incorrect address could delay the processing of your transaction.
Regular Mail (Individuals) The Vanguard Group
P.O. Box 1110
Valley Forge, PA 19482-1110
----------------------------------------------------------------------
Regular Mail (Institutions) The Vanguard Group
P.O. Box 2900
Valley Forge, PA 19482-2900
----------------------------------------------------------------------
Registered, Express, or Overnight The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
----------------------------------------------------------------------
|
Fund Numbers
Please use the specific fund number when contacting us:
Investor Shares Admiral Shares
-----------------------------------------------------------------------------
Vanguard European Stock Index Fund 79 579
-----------------------------------------------------------------------------
Vanguard Pacific Stock Index Fund 72 572
-----------------------------------------------------------------------------
Vanguard Emerging Markets Stock Index Fund 533 5533
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|
Vanguard, Vanguard.com, Connect with Vanguard, Plain Talk, Tele-Account,
Vanguard Tele-Account, Admiral, Signal, Vanguard ETF, Vanguard ETFs, Vanguard
Small Business Online, Vanguard Brokerage Services, Vanguard Voyager Services,
Voyager, Vanguard Voyager Select Services, Voyager Select, Vanguard Flagship
Services, Flagship, and the ship logo are trademarks of The Vanguard Group, Inc.
The Funds or securities referred to herein are not sponsored, endorsed, or
promoted by MSCI, and MSCI bears no liability with respect to any such funds or
securities. For any such funds or securities, the Statement of Additional
Information contains a more detailed description of the limited relationship
MSCI has with The Vanguard Group and any related funds. All other marks are the
exclusive property of their respective owners.
56
ETF SHARES
In addition to Investor Shares and Admiral Shares, certain Vanguard funds offer
a class of shares, known as Vanguard ETF* Shares, that are listed for trading on
a national securities exchange. If you own Investor Shares and Admiral Shares
issued by one of these funds, you may convert those shares into ETF Shares of
the same fund.
Note: Vanguard reserves the right to modify or terminate the conversion
privilege in the future.
Each Fund offers an ETF Share class:
Fund ETF Shares Ticker Symbol
-------------------------------------------------------------------------------
Vanguard European Stock Index Fund European ETF VGK
-------------------------------------------------------------------------------
VanguardPacific Stock Index Fund Pacific ETF VPL
-------------------------------------------------------------------------------
Vanguard Emerging Markets Stock Index Emerging Markets ETF VWO
Fund
-------------------------------------------------------------------------------
|
Although ETF Shares represent an investment in the same portfolio of securities
as Investor Shares and Admiral Shares, they have different characteristics and
may appeal to a different group of investors. It is important that you
understand the differences before deciding whether to convert your shares to ETF
Shares.
The following material summarizes key information about ETF Shares. A separate
prospectus with more complete information about ETF Shares is also available.
Investors should review that prospectus before deciding whether to convert.
Differences Between ETF Shares and Conventional Mutual Fund Shares
Investor Shares and Admiral Shares are "conventional" mutual fund shares; that
is, they can be purchased from and redeemed with the issuing fund for cash at a
net asset value (NAV) calculated once a day. ETF Shares, by contrast, cannot be
purchased from or redeemed with the issuing fund, except as noted.
An organized secondary trading market is expected to exist for ETF Shares,
unlike conventional mutual fund shares, because ETF Shares are listed for
trading on a national securities exchange. Investors can purchase and sell ETF
Shares on the secondary market through a broker. Secondary-market transactions
occur not at NAV, but at market prices that change throughout the day based on
the supply of, and demand for, ETF Shares and on changes in the prices of the
fund's portfolio holdings.
The market price of a fund's ETF Shares will differ somewhat from the NAV of
those shares. The difference between market price and NAV is expected to be
small most of the time, but in times of extreme market volatility the difference
may become significant.
*U.S. Pat. No. 6,879,964 B2; 7,337,138.
57
Buying and Selling ETF Shares
Vanguard ETF Shares must be held in a brokerage account. Therefore, before
acquiring ETF Shares, whether through a conversion or an open-market purchase,
you must have an account with a broker.
You buy and sell ETF Shares in the same way you buy and sell any other
exchange-traded security--on the open market, through a broker. In most cases,
the broker will charge you a commission to execute the transaction. Unless
imposed by your broker, there is no minimum dollar amount you must invest and no
minimum number of ETF Shares you must purchase. Because open-market transactions
occur at market prices, you may pay more than NAV when you buy ETF Shares and
receive less than NAV when you sell those shares.
If you own conventional shares of a Vanguard fund that issues ETF Shares, you
can convert those shares into ETF Shares of equivalent value--but you cannot
convert back. See "Conversion Privilege" for a discussion of the conversion
process.
There is one other way to buy and sell ETF Shares. Investors can purchase and
redeem ETF Shares directly from the issuing fund at NAV if they do so (1)
through certain authorized broker-dealers, (2) in large blocks of shares, known
as Creation Units, and
(3) in exchange for baskets of securities rather than cash. However, because
Creation Units will be worth millions of dollars, and because most investors
prefer to transact in cash rather than with securities, it is expected that only
a limited number of institutional investors will purchase and redeem ETF Shares
this way.
Risks
ETF Shares issued by a fund are subject to the same risks as conventional shares
of the same fund. ETF Shares also are subject to the following risks:
. The market price of a fund's ETF Shares will vary somewhat from the NAV of
those shares. Therefore, you may pay more than NAV when buying ETF Shares and
you may receive less than NAV when selling them.
. ETF Shares cannot be redeemed with the Fund, except in Creation Unit
aggregations. Therefore, if you no longer wish to own ETF Shares, you must sell
them on the open market. Although ETF Shares will be listed for trading on a
national securities exchange, it is possible that an active trading market may
not be maintained.
. Trading of a fund's ETF Shares on an exchange may be halted if the exchange
officials deem such action appropriate, if the shares are delisted from the
listing exchange, or if the activation of marketwide "circuit breakers" (which
are tied to large decreases in stock prices) halts stock trading generally.
58
Fees and Expenses
When you buy and sell ETF Shares through a brokerage firm, you will pay whatever
commissions the firm charges. You also will incur the cost of the "bid-asked
spread," which is the difference between the price a dealer will pay for a
security and the somewhat higher price at which the dealer will sell the same
security. If you convert from conventional shares to ETF Shares, you will not
pay a brokerage commission or a bid-asked spread. However, Vanguard charges $50
for each conversion transaction, and your broker may impose its own conversion
fees as well.
Account Services
Because you hold ETF Shares through a brokerage account, Vanguard will have no
record of your ownership unless you hold the shares through Vanguard Brokerage
Services/(R)/ (Vanguard Brokerage). Your broker will service your account. For
example, the broker will provide account statements, confirmations of your
purchases and sales of ETF Shares, and year-end tax information. The broker also
will be responsible for ensuring that you receive shareholder reports and other
communications from the fund whose ETF Shares you own. You will receive certain
services (e.g., dividend reinvestment and average-cost information) only if your
broker offers those services.
Conversion Privilege
Owners of conventional shares issued by the Funds may convert those shares into
ETF Shares of equivalent value of the same fund. Please note that investors who
own conventional shares through a 401(k) plan or other employer-sponsored
retirement or benefit plan may not convert those shares into ETF Shares.
Vanguard imposes a $50 charge on conversion transactions and reserves the right,
in the future, to raise or lower the fee and to limit or terminate the
conversion privilege. Your broker may charge an additional fee to process a
conversion. ETF Shares, whether acquired through a conversion or purchased on
the open market, cannot be converted into conventional shares of the same Fund.
Similarly, ETF Shares of one fund cannot be exchanged for ETF Shares of another
fund.
59
Unless you are an Authorized Participant, you must hold ETF Shares in a
brokerage account. Thus, before converting conventional shares into ETF Shares,
you must have an existing, or open a new, brokerage account. To initiate a
conversion of conventional shares into ETF Shares, please contact your broker.
Please note that upon converting your conventional mutual fund shares to ETF
Shares, you will need to select a cost-basis method of accounting for your ETF
Shares. Options for your cost-basis method will depend on your historical
transaction activity in the conventional shares. Prior to conversion, please
consult your tax advisor to identify your options and select a method. You
should also contact your broker to ensure that the method you choose is offered
by your particular brokerage firm.
Converting conventional shares into ETF Shares generally is accomplished as
follows. First, after your broker notifies Vanguard of your request to convert,
Vanguard will transfer your conventional shares from your account to the
broker's omnibus account with Vanguard (an account maintained by the broker on
behalf of all its customers who hold conventional Vanguard fund shares through
the broker). After the transfer, Vanguard's records will reflect your broker,
not you, as the owner of the shares. Next, your broker will instruct Vanguard to
convert the appropriate number or dollar amount of conventional shares in its
omnibus account into ETF Shares of equivalent value, based on the respective net
asset values of the two share classes.
Your Fund's transfer agent will reflect ownership of all ETF Shares in the name
of the Depository Trust Company (DTC). The DTC will keep track of which ETF
Shares belong to your broker, and your broker, in turn, will keep track of which
ETF Shares belong to you.
Because the DTC is unable to handle fractional shares, only whole shares will be
converted. For example, if you owned 300.250 conventional shares, and this was
equivalent in value to 90.750 ETF Shares, the DTC account would receive 90 ETF
Shares. Conventional shares worth 0.750 ETF Shares (in this example, that would
be 2.481 conventional shares) would remain in the broker's omnibus account with
Vanguard. Your broker then could either (1) credit your account with 0.750 ETF
Shares rather than 2.481 conventional shares, or (2) redeem the 2.481
conventional shares at net asset value, in which case you would receive cash in
place of those shares. If your broker chooses to redeem your conventional
shares, you will realize a gain or loss on the redemption that must be reported
on your tax return (unless you hold the shares in an IRA or other tax-deferred
account). Please consult your broker for information on how it will handle the
conversion process, including whether it will impose a fee to process a
conversion.
60
If you convert your conventional shares to ETF Shares through Vanguard
Brokerage,
all conventional shares for which you request conversion will be converted into
ETF Shares of equivalent value. Because no fractional shares will have to be
sold, the transaction will be 100% tax-free. Vanguard Brokerage does not impose
a conversion fee over and above the fee imposed by Vanguard.
Here are some important points to keep in mind when converting conventional
shares of a Vanguard fund into ETF Shares:
. The conversion transaction is nontaxable except, as applicable, to the limited
extent as previously described.
. The conversion process can take anywhere from several days to several weeks,
depending on your broker. Vanguard generally will process conversion requests
either on the day they are received or on the next business day. Vanguard
imposes conversion blackout windows around the dates when a fund with ETF Shares
declares dividends. This is necessary to prevent a shareholder from collecting a
dividend from both the conventional share class currently held and also from the
ETF share class into which the shares will be converted.
. Until the conversion process is complete, you will remain fully invested in a
fund's conventional shares, and your investment will increase or decrease in
value in tandem with the net asset value of those shares.
. During the conversion process, you will be able to liquidate all or part of
your investment by instructing Vanguard or your broker (depending on who
maintains records of your share ownership) to redeem your conventional shares.
After the conversion process is complete, you will be able to liquidate all or
part of your investment by instructing your broker to sell your ETF Shares.
61
GLOSSARY OF INVESTMENT TERMS
Active Management. An investment approach that seeks to exceed the average
returns of the financial markets. Active managers rely on research, market
forecasts, and their own judgment and experience in selecting securities to buy
and sell.
Capital Gains Distribution. Payment to mutual fund shareholders of gains
realized on securities that a fund has sold at a profit, minus any realized
losses.
Cash Investments. Cash deposits, short-term bank deposits, and money market
instruments that include U.S. Treasury bills and notes, bank certificates of
deposit (CDs), repurchase agreements, commercial paper, and banker's
acceptances.
Circuit Breaker. A rule that requires a halt in trading in the U.S. stock
markets for a specific period of time when the Dow Jones Industrial Average
declines by a specified percentage during the course of a trading day.
Common Stock. A security representing ownership rights in a corporation. A
stockholder is entitled to share in the company's profits, some of which may be
paid out as dividends.
Country/Regional Risk. The chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of securities issued by companies in foreign countries or regions. Because
a fund may invest a large portion of its assets in securities of companies
located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country/regional risk is especially high in emerging markets.
Currency Risk. The chance that the value of a foreign investment, measured in
U.S. dollars, will decrease because of unfavorable changes in currency exchange
rates.
Dividend Distribution. Payment to mutual fund shareholders of income from
interest or dividends generated by a fund's investments.
ETF Shares. A class of exchange-traded shares issued by certain Vanguard mutual
funds. ETF Shares can be bought and sold continuously throughout the day at
market prices.
Expense Ratio. The percentage of a fund's average net assets used to pay its
expenses during a fiscal year. The expense ratio includes management
expenses--such as advisory fees, account maintenance, reporting, accounting,
legal, and other administrative expenses--and any 12b-1 distribution fees. It
does not include the transaction costs of buying and selling portfolio
securities.
Inception Date. The date on which the assets of a fund (or one of its share
classes) are first invested in accordance with the fund's investment objective.
For funds with a subscription period, the inception date is the day after that
period ends. Investment performance is measured from the inception date.
62
Index. An unmanaged group of securities whose overall performance is used as a
standard to measure the investment performance of a particular market.
International Stock Fund. A mutual fund that invests in the stocks of companies
located outside the United States.
Investment Advisor. An organization that is responsible for making the
day-to-day decisions regarding a fund's investments.
Median Market Cap. An indicator of the size of companies in which a fund
invests; the midpoint of market capitalization (market price x shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested in each stock. Stocks representing half of the fund's assets have
market capitalizations above the median, and the rest are below it.
Mutual Fund. An investment company that pools the money of many people and
invests it in a variety of securities in an effort to achieve a specific
objective over time.
Net Asset Value (NAV). The market value of a mutual fund's total assets, minus
liabilities, divided by the number of shares outstanding. The value of a single
share is also called its share value or share price.
Passive Management. A low-cost investment strategy in which a mutual fund
attempts to track--rather than outperform--a specified market benchmark or
"index"; also known as indexing.
Securities. Stocks, bonds, money market instruments, and other investment
vehicles.
Total Return. A percentage change, over a specified time period, in a mutual
fund's net asset value, assuming the reinvestment of all distributions of
dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The
greater a fund's volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
63
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[Vanguard Ship Logo/R/]
P.O. Box 2600
Valley Forge, PA 19482-2600
CONNECT WITH VANGUARD/(R)/ > www.vanguard.com
For More Information
If you would like more information about Vanguard International Stock Index
Funds, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds' investments is available in the Funds'
annual and semiannual reports to shareholders. In the annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Funds' performance during their last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about
the Funds.
The current annual and semiannual reports and the SAI are incorporated by
reference into (and are thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or
to request additional information about the Funds or other Vanguard funds,
please visit www.vanguard.com or contact us as follows:
The Vanguard Group
Investor Information Department
P.O. Box 2600
Valley Forge, PA 19482-2600
Telephone: 800-662-7447 (SHIP)
Text telephone for people with hearing impairment: 800-952-3335
If you are a current Vanguard shareholder and would like information about your
account, account transactions, and/or account statements, please call:
Client Services Department
Telephone: 800-662-2739 (CREW)
Text telephone for people with hearing impairment: 800-749-7273
Information Provided by the Securities and
Exchange Commission (SEC)
You can review and copy information about the Funds (including the SAI) at the
SEC's Public Reference Room in Washington, DC. To find out more about this
public service, call the SEC at 202-551-8090. Reports and other information
about the Funds are also available in the EDGAR database on the SEC's Internet
site at www.sec.gov, or you can receive copies of this information, for a fee,
by electronic request at the following e-mail address: publicinfo@sec.gov, or by
writing the Public Reference Section, Securities and Exchange Commission,
Washington, DC 20549-0102.
Funds' Investment Company Act file number: 811-5972
(C) 2008 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
P072 082008
Vanguard/(R)/ International Stock Index Funds
> Prospectus
Signal(TM) Shares
August 29, 2008
[Vanguard Ship Logo/R/]
Vanguard European Stock Index Fund
Vanguard Pacific Stock Index Fund
Vanguard Emerging Markets Stock Index Fund
[INDEXED TO MSCI/R/]
This prospectus contains financial data for the Funds through the fiscal period
ended April 30, 2008.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
Contents
----------------------------------------------------------------------------------------
Vanguard Fund Profiles 1 Investing with Vanguard 34
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European Stock Index Fund 1 Purchasing Shares 34
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Pacific Stock Index Fund 5 Converting Shares 37
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Emerging Markets Stock Index Fund 9 Redeeming Shares 39
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Investing in Index Funds 14 Exchanging Shares 43
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More on the Funds 15 Frequent-Trading Limits 44
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The Funds and Vanguard 24 Other Rules You Should Know 45
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Investment Advisor 25 Fund and Account Updates 49
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Dividends, Capital Gains, and Taxes 26 Contacting Vanguard 51
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Share Price 29 ETF Shares 53
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Financial Highlights 30 Glossary of Investment Terms 58
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|
Why Reading This Prospectus Is Important
This prospectus explains the investment objective, policies, strategies, and
risks associated with each Fund. To highlight terms and concepts important to
mutual fund investors, we have provided Plain Talk/(R)/ explanations along the
way. Reading the prospectus will help you decide whether a Fund is the right
investment for you. We suggest that you keep this prospectus for future
reference.
Share Class Overview
This prospectus offers the Funds' Signal Shares, which are generally for
investors who invest a minimum of $1 million. A separate prospectus offers the
Funds' Institutional Shares, which are generally for investors who do not
require special employee benefit plan services and who invest a minimum of $5
million. Another prospectus offers Investor Shares as well as Admiral(TM)
Shares. In addition, each Fund issues an exchange-traded class of shares (ETF
Shares), which are also offered through a separate prospectus. A brief
description of ETF Shares and how to convert into them appears on pages 53 to 57
of this prospectus.
The Fund's separate share classes have different expenses; as a result, their
investment performances will differ.
An investment in a Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Company or any other government
agency.
FUND PROFILE--VANGUARD EUROPEAN STOCK INDEX FUND
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks issued by companies located in the major markets of
Europe.
Primary Investment Strategies
The Fund employs a "passive management"--or indexing--investment approach by
investing all, or substantially all, of its assets in the common stocks included
in the Morgan Stanley Capital International/(R)/ (MSCI/(R)/) Europe Index. The
MSCI Europe Index is made up of approximately xxx common stocks of companies
located in xx European countries--mostly companies in the United Kingdom,
France, Germany, and Switzerland (which made up xx%, xx%, xx%, and xx%,
respectively, of the Index's market capitalization, as of April 30, 2008). Other
countries represented in the Index include Austria, Belgium, Denmark, Finland,
Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, and Sweden.
For additional information on the Fund's investment strategies, please see More
on the Funds.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/Regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. The Index's, and therefore the Fund's, heavy exposure to four countries
(the United Kingdom, France, Germany, and Switzerland) subjects the Fund to a
higher degree of country risk than that of more geographically diversified
international funds.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
Performance/Risk Information
The following bar chart and table are intended to help you understand the risks
of investing in the Fund. The bar chart shows the performance of the Fund's
Signal Shares in their first full calendar year. The table shows how the average
annual total returns of the Fund compare with those of the Fund's target index.
Keep in mind that
1
the Fund's past performance (before and after taxes) does not indicate how the
Fund will perform in the future.
Annual Total Return--Signal Shares
-------------------------------------------------------------------------------
[Bar Chart Range: 80% to -40%]
2007 13.93
-------------------------------------------------------------------------------
1 The year-to-date return as of the most recent calendar quarter, which ended
June 30, 2008, was x.xx%.
|
During the periods shown in the bar chart, the highest return for a calendar
quarter was 8.09% (quarter ended June 30, 2007), and the lowest return for a
quarter was -0.95% (quarter ended December 31, 2007).
Average Annual Total Returns for Periods Ended December 31, 2007
Since
1 Year Inception/1/
-----------------------------------------------------------------------------------------
Vanguard European Stock Index Fund Signal Shares
-----------------------------------------------------------------------------------------
Return Before Taxes 13.93% 20.46%
-----------------------------------------------------------------------------------------
Return After Taxes on Distributions 13.41 19.60
-----------------------------------------------------------------------------------------
Return After Taxes on Distributions and Sale of Fund Shares 9.74 17.36
-----------------------------------------------------------------------------------------
MSCI Europe Index/2/
(reflects no deduction for fees or expenses) 13.86% 20.80%
-----------------------------------------------------------------------------------------
1 Since-inception returns are from October 6, 2006--the inception date of the
Signal Shares--through December 31, 2007.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
|
Note on after-tax returns. Actual after-tax returns depend on your tax
situation and may differ from those shown in the preceding table. When after-tax
returns are calculated, it is assumed that the shareholder was in the highest
federal marginal income tax bracket at the time of each distribution of income
or capital gains or upon redemption. State and local income taxes are not
reflected in the calculations. Please note that after-tax returns will differ
for each share class in an amount approximately equal to the difference in
expense ratios. After-tax returns are not relevant for a
2
shareholder who holds fund shares in a tax-deferred account, such as an
individual retirement account or a 401(k) plan. Also, figures captioned Return
After Taxes on Distributions and Sale of Fund Shares will be higher than other
figures for the same period if a capital loss occurs upon redemption and results
in an assumed tax deduction for the shareholder.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold Signal Shares of the Fund. As is the case with all mutual funds,
transaction costs incurred by the Fund for buying and selling securities are not
reflected in the table. However, these costs are reflected in the investment
performance figures included in this prospectus. The expenses shown under Annual
Fund Operating Expenses are based on those incurred in the fiscal year ended
October 31, 2007.
Shareholder Fees
(Fees paid directly from your investment)
--------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None
--------------------------------------------------------------------------
Purchase Fee None
--------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None
--------------------------------------------------------------------------
Redemption Fee 2%/1/
--------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses deducted from the Fund's assets)
--------------------------------------------------------------------------
Management Expenses 0.11%
--------------------------------------------------------------------------
12b-1 Distribution Fee None
--------------------------------------------------------------------------
Other Expenses 0.01%
--------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.12%
--------------------------------------------------------------------------
1 The 2% fee applies to shares redeemed within two months of purchase by
selling or by exchanging to another fund. The fee is withheld from redemption
proceeds and retained by the Fund. Shares held for two months or more are not
subject to the 2% fee.
|
The following example is intended to help you compare the cost of investing in
the Fund's Signal Shares with the cost of investing in other mutual funds. It
illustrates the hypothetical expenses that you would incur over various periods
if you invest $10,000 in the Fund's shares. This example assumes that the Fund
provides a return of 5% a year and that operating expenses match our estimates.
The results apply whether or not you redeem your investment at the end of the
given period.
3
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------
$12 $39 $68 $154
--------------------------------------------------------
|
This example should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
Additional Information
As of April 30, 2008
-----------------------------------------------------------------------------------------------
Net Assets (all share classes) $xx billion
-----------------------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa., since inception
-----------------------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
-----------------------------------------------------------------------------------------------
Inception Date Investor Shares--June 18, 1990
Signal Shares--October 6, 2006
-----------------------------------------------------------------------------------------------
Suitable for IRAs No
-----------------------------------------------------------------------------------------------
Minimum Initial Investment $1 million
-----------------------------------------------------------------------------------------------
Conversion Features May be converted to Investor Shares if you are no longer
eligible for Signal Shares
-----------------------------------------------------------------------------------------------
Newspaper Abbreviation EuropeSgl
-----------------------------------------------------------------------------------------------
Vanguard Fund Number 1352
-----------------------------------------------------------------------------------------------
CUSIP Number 922042833
-----------------------------------------------------------------------------------------------
Ticker Symbol VESSX
-----------------------------------------------------------------------------------------------
|
4
FUND PROFILE--VANGUARD PACIFIC STOCK INDEX FUND
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks issued by companies located in the major markets of
the Pacific region.
Primary Investment Strategies
The Fund employs a "passive management"--or indexing--investment approach by
investing all, or substantially all, of its assets in the common stocks included
in the MSCI Pacific Index. The MSCI Pacific Index consists of approximately xxx
common stocks of companies located in Japan, Australia, Hong Kong, Singapore,
and New Zealand. (As of April 30, 2008, Japan and Australia made up xx% and xx%,
respectively, of the Index's market capitalization.) For additional information
on the Fund's investment strategies, please see More on the Funds.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/Regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. The Index's, and therefore the Fund's, heavy exposure to Japan and
Australia subjects the Fund to a higher degree of country risk than that of more
geographically diversified international funds.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
Performance/Risk Information
The following bar chart and table are intended to help you understand the risks
of investing in the Fund. Because there is no calendar-year performance
information for the Fund's Signal Shares, the information presented in the bar
chart and table reflects the performance of the Admiral Shares of Vanguard
Pacific Stock Index Fund. (Admiral Shares are offered through a separate
prospectus.) Performance based on net asset value for the Signal Shares would be
substantially similar because the expense ratio of the Signal Shares is the same
as that of the Admiral Shares and because both share classes constitute an
investment in the same portfolio of securities. Therefore, the
5
returns of the Signal Shares should closely match those of the Admiral Shares.
The bar chart shows how the performance of the Fund's Admiral Shares has varied
from one calendar year to another over the periods shown. The table shows how
the average annual total returns of the Fund's Admiral Shares compare with those
of the Fund's target index. Keep in mind that the Fund's past performance
(before and after taxes) does not indicate how the Fund will perform in the
future.
Annual Total Returns--Admiral Shares/1/
-------------------------------------------------------------------------------
[Bar Chart Range: 80% to -40%]
2002 -9.22%
2003 38.58
2004 18.96
2005 22.73
2006 12.10
2007 4.85
-------------------------------------------------------------------------------
1 The year-to-date return as of the most recent calendar quarter, which ended
June 30, 2008,
|
During the periods shown in the bar chart, the highest return for a calendar
quarter was 18.83% (quarter ended September 30, 2003), and the lowest return for
a quarter was -12.73 (quarter ended September 30, 2002).
Average Annual Total Returns for Periods Ended December 31, 2007
Since
1 Year 5 Years Inception/1/
--------------------------------------------------------------------------------------------------------
Vanguard Pacific Stock Index Fund Admiral Shares
--------------------------------------------------------------------------------------------------------
Return Before Taxes 4.85% 18.92% 10.22%
--------------------------------------------------------------------------------------------------------
Return After Taxes on Distributions 4.32 18.47 9.80
--------------------------------------------------------------------------------------------------------
Return After Taxes on Distributions and Sale of Fund Shares 3.51 16.60 8.79
--------------------------------------------------------------------------------------------------------
MSCI Pacific Index/2/
(reflects no deduction for fees or expenses) 5.30% 19.01% 10.48%
--------------------------------------------------------------------------------------------------------
1 Since- inception returns are from August 13, 2001--the inception date of
the Admiral Shares--through December 31, 2007.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
|
Note on after-tax returns. Actual after-tax returns depend on your tax
situation and may differ from those shown in the preceding table. When after-tax
returns are calculated, it is assumed that the shareholder was in the highest
federal marginal
6
income tax bracket at the time of each distribution of income or capital gains
or upon redemption. State and local income taxes are not reflected in the
calculations. Please note that after-tax returns will differ for each share
class in an amount approximately equal to the difference in expense ratios.
After-tax returns are not relevant for a shareholder who holds fund shares in a
tax-deferred account, such as an individual retirement account or a 401(k) plan.
Also, figures captioned Return After Taxes on Distributions and Sale of Fund
Shares will be higher than other figures for the same period if a capital loss
occurs upon redemption and results in an assumed tax deduction for the
shareholder.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold Signal Shares of the Fund. As is the case with all mutual funds,
transaction costs incurred by the Fund for buying and selling securities are not
reflected in the table. However, these costs are reflected in the investment
performance figures included in this prospectus. The expenses shown under Annual
Fund Operating Expenses are based on those incurred in the fiscal year ended
October 31, 2007.
Shareholder Fees
(Fees paid directly from your investment)
--------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None
--------------------------------------------------------------------------------
Purchase Fee None
--------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None
--------------------------------------------------------------------------------
Redemption Fee 2%/1/
--------------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses deducted from the Fund's assets)
--------------------------------------------------------------------------------
Management Expenses 0.115%
--------------------------------------------------------------------------------
12b-1 Distribution Fee None
--------------------------------------------------------------------------------
Other Expenses 0.005%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.12%
--------------------------------------------------------------------------------
1 The 2% fee applies to shares redeemed within two months of purchase by
selling or by exchanging to another fund. The fee is withheld from redemption
proceeds and retained by the Fund. Shares held for two months or more are not
subject to the 2% fee.
|
7
The following example is intended to help you compare the cost of investing in
the Fund's Signal Shares with the cost of investing in other mutual funds. It
illustrates the hypothetical expenses that you would incur over various periods
if you invest $10,000 in the Fund's shares. This example assumes that the Shares
provide a return of 5% a year and that operating expenses remain the same. The
results apply whether or not you redeem your investment at the end of the given
period.
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------
$12 $39 $68 $154
--------------------------------------------------------
|
This example should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
Additional Information
As of April 30, 2008
-----------------------------------------------------------------------------------------------
Net Assets (all share classes) $xx billion
-----------------------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa., since inception
-----------------------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
-----------------------------------------------------------------------------------------------
Inception Date Investor Shares--June 18, 1990
Signal Shares--June 4, 2007
-----------------------------------------------------------------------------------------------
Suitable for IRAs No
-----------------------------------------------------------------------------------------------
Minimum Initial Investment $1 million
-----------------------------------------------------------------------------------------------
Conversion Features May be converted to Investor Shares if you are no longer
eligible for Signal Shares
-----------------------------------------------------------------------------------------------
Newspaper Abbreviation PacifSgl
-----------------------------------------------------------------------------------------------
Vanguard Fund Number 1353
-----------------------------------------------------------------------------------------------
CUSIP Number 922042825
-----------------------------------------------------------------------------------------------
Ticker Symbol VPASX
-----------------------------------------------------------------------------------------------
|
8
FUND PROFILE--VANGUARD EMERGING MARKETS STOCK INDEX FUND
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks issued by companies located in emerging market
countries.
Primary Investment Strategies
The Fund employs a "passive management"--or indexing--investment approach by
investing substantially all (normally about 95%) of its assets in the common
stocks included in the MSCI Emerging Markets Index, while employing a form of
sampling to reduce risk. The MSCI Emerging Markets Index includes approximately
xxx common stocks of companies located in emerging markets around the world. As
of April 30, 2008, the largest markets covered in the Index were China, South
Korea, Brazil, Taiwan, and Russia (which made up xx%, xx%, xx%, xx%, and xx%,
respectively, of the Index's market capitalization). For additional information
on the Fund's investment strategies, please see More on the Funds.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/Regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. Country/regional risk is especially high in emerging markets. The
Index's, and therefore the Fund's, heavy exposure to China, South Korea, Brazil,
Taiwan, and Russia subjects the Fund to a higher degree of country risk than
that of more geographically diversified international funds.
. Emerging markets risk, which is the chance that the emerging markets will be
substantially more volatile, and substantially less liquid, than the more
developed foreign markets.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
9
Performance/Risk Information
The following bar chart and table are intended to help you understand the risks
of investing in the Fund. Because there is no calendar-year performance
information for the Fund's Signal Shares, the information presented in the bar
chart and table reflects the performance of the Admiral Shares of Vanguard
Emerging Markets Stock Index Fund. (Admiral Shares are offered through a
separate prospectus.) Performance based on net asset value for the Signal Shares
would be substantially similar because the expense ratio of the Signal Shares is
the same as that of the Admiral Shares and because both share classes constitute
an investment in the same portfolio of securities. Therefore, the returns of the
Signal Shares should closely match those of the Admiral Shares. The bar chart
shows how the performance of the Fund's Admiral Shares has varied from one
calendar year to another over the periods shown. The table shows how the average
annual total returns of the Fund's Admiral Shares compare with those of the
Fund's target index and another comparative index. Keep in mind that the Fund's
past performance (before and after taxes) does not indicate how the Fund will
perform in the future.
Annual Total Return--Admiral Shares/1/
-------------------------------------------------------------------------------
[Bar Chart Range: 80% to -40%]
2007 39.09%
-------------------------------------------------------------------------------
1 The year-to-date return as of the most recent calendar quarter, which ended
June 30, 2008, was x.xx%. If applicable shareholder fees were reflected,
returns would be less than those shown.
|
During the periods shown in the bar chart, the highest return for a calendar
quarter was 15.41% (quarter ended June 30, 2007), and the lowest return for a
quarter was 2.22% (quarter ended March 31, 2007).
10
Average Annual Total Returns for Periods Ended December 31, 2007
Since
1 Year Inception(1)
---------------------------------------------------------------------------------------------------
Vanguard Emerging Markets Stock Index Fund Admiral Shares
---------------------------------------------------------------------------------------------------
Return Before Taxes 37.72% 46.54%
---------------------------------------------------------------------------------------------------
Return After Taxes on Distributions 37.29 46.00
---------------------------------------------------------------------------------------------------
Return After Taxes on Distributions and Sale of Fund Shares 24.98 40.00
---------------------------------------------------------------------------------------------------
Comparative Indexes
(reflect no deduction for fees or expenses)
---------------------------------------------------------------------------------------------------
MSCI Emerging Markets Index(2) 39.39% 49.06%
---------------------------------------------------------------------------------------------------
Spliced Emerging Markets Index(3) 39.39 48.06
---------------------------------------------------------------------------------------------------
1 Since-inception returns are from June 23, 2006--the inception date of the
Admiral Shares--through December 31, 2007.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
3 Reflects performance of the Select Emerging Markets Index through August
23, 2006, and performance of the MSCI Emerging Markets Index thereafter. The
Select Emerging Markets Index was discontinued on August 24, 2006
|
Note on after-tax returns. Actual after-tax returns depend on your tax
situation and may differ from those shown in the preceding table. When after-tax
returns are calculated, it is assumed that the shareholder was in the highest
federal marginal income tax bracket at the time of each distribution of income
or capital gains or upon redemption. State and local income taxes are not
reflected in the calculations. Please note that after-tax returns will differ
for each share class in an amount approximately equal to the difference in
expense ratios. After-tax returns are not relevant for a shareholder who holds
fund shares in a tax-deferred account, such as an individual retirement account
or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions
and Sale of Fund Shares will be higher than other figures for the same period if
a capital loss occurs upon redemption and results in an assumed tax deduction
for the shareholder.
11
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold Signal Shares of the Fund. As is the case with all mutual funds,
transaction costs incurred by the Fund for buying and selling securities are not
reflected in the table. However, these costs are reflected in the investment
performance figures included in this prospectus. The expenses shown under Annual
Fund Operating Expenses are based on those incurred in the fiscal year ended
October 31, 2007.
Shareholder Fees
(Fees paid directly from your investment)
-------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None
-------------------------------------------------------------------------
Purchase Fee 0.25%/1/
-------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None
-------------------------------------------------------------------------
Redemption Fee 0.25%/2/
-------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses Deducted Directly from the Fund's assets)
-------------------------------------------------------------------------
Management Expenses 0.22%
-------------------------------------------------------------------------
12b-1 Distribution Fee None
-------------------------------------------------------------------------
Other Expenses 0.03%
-------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.25%
-------------------------------------------------------------------------
1 The purchase fee is deducted from all purchases (including exchanges from
other Vanguard funds) but not from reinvested dividends and capital gains.
2 The 0.25% fee applies to shares redeemed by selling or by exchanging to
another fund, or if your shares are redeemed because your Fund account
balance falls below the minimum initial investment for any reason, including
market fluctuation. The fee is withheld from redemption proceeds and retained
by the Fund.
|
The following example is intended to help you compare the cost of investing in
the Fund's Signal Shares with the cost of investing in other mutual funds. It
illustrates the hypothetical expenses that you would incur over various periods
if you invest $10,000 in the Fund's shares. This example assumes that the Shares
provide a return of 5% a year and that operating expenses remain the same. The
results apply whether or not you redeem your investment at the end of the given
period.
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------
$77 $134 $197 $382
----------------------------------------------------------
|
12
You would pay the following expenses if you did not redeem your shares (the
difference being that the Fund's 0.25% redemption fee would not apply to any of
the following periods, as it would to those in the preceding example):
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------
$51 $105 $165 $342
----------------------------------------------------------
|
These examples should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
Additional Information
As of April 30, 2008
-----------------------------------------------------------------------------------------------
Net Assets (all share classes) $xx billion
-----------------------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa., since inception
-----------------------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
-----------------------------------------------------------------------------------------------
Inception Date Investor Shares--May 4, 1994
Signal Shares--January 19, 2007
-----------------------------------------------------------------------------------------------
Suitable for IRAs No
-----------------------------------------------------------------------------------------------
Minimum Initial Investment $1 million
-----------------------------------------------------------------------------------------------
Conversion Features May be converted to Investor Shares if you are no longer
eligible for Signal Shares
-----------------------------------------------------------------------------------------------
Newspaper Abbreviation EmMkSgl
-----------------------------------------------------------------------------------------------
Vanguard Fund Number 1354
-----------------------------------------------------------------------------------------------
CUSIP Number 922042817
-----------------------------------------------------------------------------------------------
Ticker Symbol VERSX
-----------------------------------------------------------------------------------------------
|
13
INVESTING IN INDEX FUNDS
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified
market benchmark, or "index." An index is an unmanaged group of securities whose
overall performance is used as a standard to measure the investment performance
of a particular market. There are many types of indexes. Some represent entire
markets--such as the U.S. stock market or the U.S. bond market. Other indexes
cover market segments--such as small-capitalization stocks or short-term bonds.
An index fund holds all, or a representative sample, of the securities that make
up its target index. Index funds attempt to mirror the performance of the target
index, for better or worse. However, an index fund does not always perform
exactly like its target index. For example, like all mutual funds, index funds
have operating expenses and transaction costs. Market indexes do not, and
therefore will usually have a slight performance advantage over funds that track
them.
14
MORE ON THE FUNDS
This prospectus describes the primary risks you would face as a Fund
shareholder. It is important to keep in mind one of the main axioms of
investing: The higher the risk of losing money, the higher the potential reward.
The reverse, also, is generally true: The lower the risk, the lower the
potential reward. As you consider an investment in any mutual fund, you should
take into account your personal tolerance for fluctuations in the securities
markets. Look for this [FLAG] symbol throughout the prospectus. It is used to
mark detailed information about the more significant risks that you would
confront as a Fund shareholder.
The following sections explain the primary investment strategies and policies
that each Fund uses in pursuit of its objective. The Fund's board of trustees,
which oversees the Fund's management, may change investment strategies or
policies in the interest of shareholders without a shareholder vote, unless
those strategies or policies are designated as fundamental. Under normal
circumstances, each Fund will invest at least 80% of its assets in the types of
stocks indicated by its name. A Fund may change its 80% policy or indexing
strategy only upon 60 days' notice to shareholders. Note that each Fund's
investment objective is not fundamental and may be changed without a shareholder
vote.
Advantages of Index Funds
Index funds typically have the following characteristics:
. Variety of investments. Most Vanguard index funds generally invest in the
securities of a wide variety of companies and industries.
. Relative performance consistency. Because they seek to track market
benchmarks, index funds usually do not perform dramatically better or worse than
their benchmarks.
. Low cost. Index funds are inexpensive to run compared with actively managed
funds. They have low or no research costs and typically keep trading
activity--and thus brokerage commissions and other transaction costs--to a
minimum.
Compared with actively managed funds, most index funds have lower turnover rates
and lower capital gains distributions. However, from time to time, some index
funds may pay out higher-than-expected taxable distributions. That's because
index funds must adjust their holdings to reflect changes in their target
indexes. In some cases, such changes may force an index fund to sell securities
that have appreciated in value, thereby realizing a capital gain that must be
distributed to shareholders. A security may move out of an index for a number of
reasons, including a merger or acquisition, or a substantial change in the
market capitalization of the issuer. Generally, these changes tend to occur more
frequently with small and medium-size companies than they do with large,
well-established companies.
15
Indexing Methods
In seeking to track a particular index, a fund generally uses one of the
following methods to select the securities in which it invests.
Replication method. Many stock funds use the replication method of indexing.
This means that a fund holds each security found in its target index in
approximately the same proportion as represented in the index itself. For
example, if 5% of the Standard & Poor's 500 Index were made up of the stock of a
specific company, a fund tracking that index would invest approximately 5% of
its assets in that company. Vanguard European Stock Index Fund and Vanguard
Pacific Stock Index Fund employ this method of indexing.
Sampling method. Because it would be expensive and inefficient to buy and sell
all securities held in certain indexes (the Dow Jones Wilshire 5000 Composite
Index, for example, included 4,870 separate stocks as of April 30, 2008), many
funds tracking these larger indexes use a "sampling" technique. Using
sophisticated computer programs, a fund selects, from the target index, a
representative sample of securities that will resemble the full target index in
terms of key risk factors and other characteristics. For stock funds, these
factors include industry weightings, country weightings, market capitalization,
and other financial characteristics of stocks.
For certain stock index funds, the advisor seeks to reduce risk by using a
different form of sampling--determining whether or not to invest in certain
securities based on an analysis of several factors, which vary from fund to
fund. Vanguard Emerging Markets Stock Index Fund employs this method of
indexing.
Market Exposure
To track their target indexes as closely as possible, the Funds attempt to
remain fully invested in the foreign stocks included in their particular
indexes.
Plain Talk About International Investing
U.S. investors who invest abroad will encounter risks not typically
associated with U.S. companies, because foreign stock and bond markets
operate differently from the U.S. markets. For instance, foreign companies
are not subject to the same accounting, auditing, and financial-reporting
standards and practices as U.S. companies, and their stocks may not be as
liquid as those of similar U.S. firms. In addition, foreign stock exchanges,
brokers, and companies generally have less government supervision and
regulation than their counterparts in the United States. These factors, among
others, could negatively affect the returns U.S. investors receive from
foreign investments.
16
[FLAG]
Each Fund is subject to stock market risk, which is the chance that stock
prices overall will decline. Stock markets tend to move in cycles, with periods
of rising prices and periods of falling prices. In addition, investments in
foreign stock markets can be riskier than U.S. stock investments. The prices of
foreign stocks and the prices of U.S. stocks have, at times, moved in opposite
directions.
To illustrate the volatility of international stock prices, the following table
shows the best, worst, and average annual total returns for foreign stock
markets over various periods as measured by the Morgan Stanley Capital
International Europe, Australasia, Far East (MSCI EAFE) Index, a widely used
barometer of international market activity. (Total returns consist of dividend
income plus change in market price.) Note that the returns shown do not include
the costs of buying and selling stocks or other expenses that a real-world
investment portfolio would incur.
International Stock Market Returns
(1970-2007)
1 Year 5 Years 10 Years 20 Years
----------------------------------------------------
Best 69.4% 36.1% 22.0% 15.5%
----------------------------------------------------
Worst -23.4 -2.9 4.0 7.4
----------------------------------------------------
Average 12.9 11.1 11.6 12.3
----------------------------------------------------
|
The table covers all of the 1-, 5-, 10-, and 20-year periods from 1970 through
2007. These average returns reflect past performance of international stocks;
you should not regard them as an indication of future performance of either
foreign markets as a whole or the Funds in particular.
Note that the MSCI EAFE Index does not take into account returns for emerging
markets, which can be substantially more volatile, and substantially less
liquid, than the more developed markets included in the Index. In addition,
because the MSCI EAFE Index tracks the European and Pacific developed markets
collectively, the returns in the preceding table do not reflect the variability
of returns for these markets individually. To illustrate this variability, the
following table shows returns for different international markets--as well as
for the U.S. market for comparison--from 1998 through 2007, as measured by their
respective indexes.
17
Returns for Various Stock Markets/1/
European Pacific Emerging U.S.
Market/2/ Market/2/ Markets/2/ Market
-----------------------------------------------------------------------------------------------------
1998 28.53% 2.72% -25.34% 28.58%
-----------------------------------------------------------------------------------------------------
1999 15.89 56.65 66.41 21.04
-----------------------------------------------------------------------------------------------------
2000 -8.39 -25.78 -30.61 -9.10
-----------------------------------------------------------------------------------------------------
2001 -19.90 -25.40 -2.62 -11.89
-----------------------------------------------------------------------------------------------------
2002 -18.38 -9.29 -6.17 -22.10
-----------------------------------------------------------------------------------------------------
2003 38.54 38.48 55.82 28.68
-----------------------------------------------------------------------------------------------------
2004 20.88 18.98 25.55 10.88
-----------------------------------------------------------------------------------------------------
2005 9.42 22.64 34.00 4.91
-----------------------------------------------------------------------------------------------------
2006 33.72 12.20 32.17 15.79
-----------------------------------------------------------------------------------------------------
2007 13.86 5.30 39.39 5.49
-----------------------------------------------------------------------------------------------------
1 European market returns are measured by the MSCI Europe Index; Pacific market
returns are measured by the MSCI Pacific Index; emerging markets returns are
measured by the MSCI Emerging Markets Index; and U.S. market returns are
measured by the Standard & Poor's 500 Index.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
|
Keep in mind that these returns reflect past performance of the various indexes;
you should not consider them as an indication of future performance of the
indexes, or of the Funds in particular.
[FLAG]
The Fund is subject to country/regional risk and currency risk.
Country/regional risk is the chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of companies in a particular country or region. Because the Fund may
invest a large portion of its assets in securities of companies located in any
one country or region, its performance may be hurt disproportionately by the
poor performance of its investments in that area. Country/regional risk is
especially high in emerging markets. Currency risk is the chance that the value
of a foreign investment, measured in U.S. dollars, will decrease because of
unfavorable changes in currency exchange rates.
18
Plain Talk About Regional Versus Broad International Investing
Regional funds are international funds that invest in a particular
geographical region, such as Europe or the Pacific Basin. Because they
concentrate their holdings in a single region, these funds typically have
higher share-price volatility than broadly diversified international stock
funds (which, by investing in many different foreign markets, may offset
losses from one country with gains from another at any given time).
Security Selection
In seeking to track their target indexes, the Funds invest in portfolios of
foreign stocks selected in a manner that mirrors the weightings of their target
indexes.
European Stock Index Fund. The Fund invests in the common stocks included in
the MSCI Europe Index, which is made up of approximately xxx common stocks of
companies located in xx European countries. Four countries--the United Kingdom,
France, Germany, and Switzerland--dominate the Index. These four countries made
up xx%, xx%, xx%, and xx%, respectively, of the Index's market capitalization as
of April 30, 2008. The other xx countries--Austria, Belgium, Denmark, Finland,
Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, and
Sweden--are much less significant to the Index and, consequently, to the Fund.
The Fund's heavy exposure to just four countries subjects the Fund to a higher
degree of country risk than that of more geographically diversified
international funds. As of April 30, 2008, the Fund had an asset-weighted median
market capitalization of $xx billion.
Pacific Stock Index Fund. The Fund invests in the common stocks included in the
MSCI Pacific Index, which is made up of approximately xxx common stocks of
Pacific Basin companies. The Index is dominated by the Japanese and Australian
stock markets, which represented xx% and xx%, respectively, of the Index's
market capitalization as of April 30, 2008. The other three markets represented
in the Index are Hong Kong, Singapore, and New Zealand. The Fund's large
investment in the Japanese and Australian stock markets subjects the Fund to a
higher degree of country risk than that of more geographically diversified
international funds. As of April 30, 2008, the Fund had an asset-weighted median
market capitalization of $xx billion.
Emerging Markets Stock Index Fund. The Fund invests substantially all (normally
about 95%) of its assets in the common stocks included in the MSCI Emerging
Markets Index, which is made up of approximately xxx common stocks of companies
located in xx emerging markets of Europe, Asia, Africa, and Latin America. (The
depositary receipt for a common stock will be considered to be a common stock
for the purposes of meeting this percentage test.) Five countries--China, South
Korea, Brazil, Taiwan, and Russia--collectively represent a majority of the
Index, with xx%,
19
xx%, xx%, xx%, and xx%, respectively, of the Index's market capitalization as of
April 30, 2008. The other 20 countries are Argentina, Chile, Colombia, the Czech
Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Malaysia, Mexico,
Morocco, Pakistan, Peru, the Philippines, Poland, South Africa, Thailand, and
Turkey. The Fund's advisor employs a sampling technique, using its
discretion--based on an analysis that considers liquidity, repatriation of
capital, and entry barriers in various markets--to determine whether or not to
invest in particular securities.
Emerging markets can be substantially more volatile, and substantially less
liquid, than both U.S. and more developed foreign markets. In addition, the
smaller-capitalization stocks in which the Emerging Markets Stock Index Fund
typically invests often perform quite differently from the large-cap stocks that
dominate the overall stock market. Therefore, the Fund may expose investors to a
higher degree of volatility and illiquidity than funds that invest in more
developed markets. As of April 30, 2008, the MSCI Emerging Markets Index had an
asset-weighted median market capitalization of $xx billion.
Depositary Receipts. Each Fund, in most cases, will obtain economic exposure to
stocks of its target index (component securities) by investing directly in
common stocks. However, each Fund reserves the right to obtain economic exposure
to component securities indirectly by purchasing depositary receipts of the
component securities. Depositary receipts are securities that are listed on
exchanges or quoted in OTC markets in one country, but represent shares of
issuers domiciled in another country. Generally, a Fund would hold depositary
receipts only when the advisor believes that holding the depositary receipt,
rather than the underlying component security, would benefit the Fund. A Fund
might opt to hold depositary receipts if the foreign market in which a stock
trades does not provide adequate protection to the rights of foreign investors
or government regulators place restrictions on the free flow of capital or
currency. Each Fund treats depositary receipts that represent interests in
component securities as component securities for purposes of any requirements
related to the percentage of component securities held in the Fund's portfolio.
Other Investment Policies and Risks
Each Fund reserves the right to substitute a different index for the index it
currently tracks if the current index is discontinued, if the Fund's agreement
with the sponsor of its target index is terminated, or for any other reason
determined in good faith by the Fund's board of trustees. In any such instance,
the substitute index would measure the same market segment as the current index.
20
Each Fund may invest, to a limited extent, in stock futures and options
contracts, warrants, convertible securities, and swap agreements, all of which
are types of derivatives. Generally speaking, a derivative is a financial
contract whose value is based on the value of a financial asset (such as a
stock, bond, or currency), a physical asset (such as gold), or a market index
(such as the S&P 500 Index). Investments in derivatives may subject the Funds to
risks different from, and possibly greater than, those of underlying securities,
assets, or market indexes. The Funds will not use derivatives for speculation or
for the purpose of leveraging (magnifying) investment returns.
Each Fund may enter into forward foreign currency exchange contracts, which are
types of derivative contracts, in order to maintain the same currency exposure
as its respective index. A forward foreign currency exchange contract is an
agreement to buy or sell a country's currency at a specific price on a specific
date, usually 30, 60, or 90 days in the future. In other words, the contract
guarantees an exchange rate on a given date. These contracts, however, will not
prevent the Fund's securities from falling in value during foreign market
downswings. The Funds may use these contracts to gain currency exposure when
investing in stock index futures and to settle trades in a foreign currency.
Cash Management
Each Fund's daily cash balance may be invested in one or more Vanguard CMT
Funds, which are very low-cost money market funds. When investing in a Vanguard
CMT Fund, each Fund bears its proportionate share of the at-cost expenses of the
CMT Fund in which it invests.
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and
strategies when doing so is believed to be in the Fund's best interest, so long
as the alternative is consistent with the Fund's investment objective. For
instance, the Fund may invest beyond the normal limits in derivatives or ETFs
that are consistent with the Fund's objective when those instruments are more
favorably priced or provide needed liquidity, as might be the case when the Fund
receives large cash flows that it cannot prudently invest immediately.
Purchase and Redemption
Vanguard Emerging Markets Stock Index Fund charges a 0.25% fee on purchases of
its shares, including shares that you purchase by exchange from another Vanguard
fund. Purchases that result from reinvested dividend or capital gains
distributions are not subject to the purchase fee. In addition, the Fund charges
a 0.25% fee on redemptions of its shares. The fee applies if you redeem shares
by selling or by exchanging to another Vanguard fund.
21
Vanguard European and Pacific Stock Index Funds charge a 2% redemption fee on
shares that you redeem before they have been held for two months. The 2% fee
applies if you redeem shares by selling or by exchanging to another Vanguard
fund. Shares you have held the longest will be redeemed first.
Unlike a sales charge or a load paid to a broker or a fund management company,
purchase and redemption fees are paid directly to the Fund to offset the costs
of buying and selling securities. The 2% redemption fee is designed to ensure
that short-term investors pay their share of the Fund's transaction costs and
that long-term investors do not subsidize the activities of short-term traders.
See the Fund Profiles and Investing With Vanguard for more information about
fees.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent
trading of mutual fund shares, such as market-timing. For funds holding foreign
securities, investors may try to take advantage of an anticipated difference
between the price of the fund's shares and price movements in overseas markets,
a practice also known as time-zone arbitrage. Investors also may try to engage
in frequent trading of funds holding investments such as small-cap stocks and
high-yield bonds. As money is shifted into and out of a fund by a shareholder
engaging in frequent trading, a fund incurs costs for buying and selling
securities, resulting in increased brokerage and administrative costs. These
costs are borne by all fund shareholders, including the long-term investors who
do not generate the costs. In addition, frequent trading may interfere with an
advisor's ability to efficiently manage the fund.
Policies to Address Frequent Trading. The Vanguard funds (other than money
market funds, short-term bond funds, and Vanguard ETF(TM) Shares) do not
knowingly accommodate frequent trading. The board of trustees of each Vanguard
fund has adopted policies and procedures reasonably designed to detect and
discourage frequent trading and, in some cases, to compensate the fund for the
costs associated with it. Although there is no assurance that Vanguard will be
able to detect or prevent frequent trading or market-timing in all
circumstances, the following policies have been adopted to address these issues:
22
. Each Vanguard fund reserves the right to reject any purchase
request--including exchanges from other Vanguard funds--without notice and
regardless of size. For example, a purchase request could be rejected if
Vanguard determines that such purchase may negatively affect a fund's operation
or performance or because of a history of frequent trading by the investor.
. Each Vanguard fund (other than money market funds, short-term bond funds, and
ETF Shares) generally prohibits, except as otherwise noted in the Investing With
Vanguard section, an investor's purchases or exchanges into a fund account for
60 calendar days after the investor has redeemed or exchanged out of that fund
account.
. Certain Vanguard funds charge shareholders purchase and/or redemption fees
on transactions.
See the Investing With Vanguard section of this prospectus for further details
on Vanguard's transaction policies.
Each fund (other than money market funds), in determining its net asset value,
will, when appropriate, use fair-value pricing, as described in the Share Price
section. Fair-value pricing may reduce or eliminate the profitability of certain
frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
Plain Talk About Costs of Investing
Costs are an important consideration in choosing a mutual fund. That's
because you, as a shareholder, pay the costs of operating a fund, plus any
transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses
can, over time, have a dramatic effect on a fund's performance.
Turnover Rate
Although the Funds normally seek to invest for the long term, each Fund may sell
securities regardless of how long they have been held. Generally, index-oriented
funds sell securities only in response to redemption requests or changes in the
composition of a target index. Because of this, the turnover rate for each Fund
has been very low. The Financial Highlights section of this prospectus shows
historical turnover rates for the Funds. A turnover rate of 100%, for example,
would mean that a Fund had sold and replaced securities valued at 100% of its
net assets within a one-year period. The average turnover rate for international
stock funds was xx%; for passively managed international stock funds, the
average turnover rate was approximately xx%, as reported by Morningstar, Inc.,
on April 30, 2008.
23
Plain Talk About Turnover Rate
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs, which are not included in the
fund's expense ratio, could affect the fund's future returns. In general, the
greater the volume of buying and selling by the fund, the greater the impact
that brokerage commissions and other transaction costs will have on its
return. Also, funds with high turnover rates may be more likely to generate
capital gains that must be distributed to shareholders as taxable income.
THE FUNDS AND VANGUARD
Each Fund is a member of The Vanguard Group, a family of 37 investment companies
with more than 150 funds holding assets in excess of $1.2 trillion. All of the
funds that are members of The Vanguard Group share in the expenses associated
with administrative services and business operations, such as personnel, office
space, equipment, and advertising.
Vanguard also provides marketing services to the funds. Although shareholders do
not pay sales commissions or 12b-1 distribution fees, each fund (or in the case
of a fund with multiple share classes, each share class of the fund) pays its
allocated share of The Vanguard Group's marketing costs.
Plain Talk About Vanguard's Unique Corporate Structure
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly
by the funds it oversees and thus indirectly by the shareholders in those
funds. Most other mutual funds are operated by management companies that may
be owned by one person, by a group of individuals, or by investors who own
the management company's stock. The management fees charged by these
companies include a profit component over and above the companies' cost of
providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds' expenses low.
24
INVESTMENT ADVISOR
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482,
which began operations in 1975, serves as advisor to the Funds through its
Quantitative Equity Group. As of April 30, 2008, Vanguard served as advisor for
approximately $1 trillion in assets. Vanguard manages the Funds on an at-cost
basis, subject to the supervision and oversight of the trustees and officers of
the Funds.
For the fiscal year ended April 30, 2008, the advisory expenses are as follows:
European Stock Index, 0.002%; Pacific Stock Index, 0.003%; and Emerging Markets
Stock Index, 0.003%. For the fiscal period ended April 30, 2008, the advisory
expenses represented an effective annual rate of 0.xx% of the Funds' average net
assets.
For a discussion of why the board of trustees approved each Fund's investment
advisory arrangement, see the most recent semiannual report to shareholders
covering the Funds' most recent fiscal period ended April 30.
George U. Sauter is Chief Investment Officer and Managing Director of Vanguard.
As Chief Investment Officer, he is responsible for the oversight of Vanguard's
Quantitative Equity and Fixed Income Groups. The investments managed by these
two groups include active quantitative equity funds, equity index funds, active
bond funds, index bond funds, stable value portfolios, and money market funds.
Since joining Vanguard in 1987, Mr. Sauter has been a key contributor to the
development of Vanguard's stock indexing and active quantitative equity
investment strategies. He received his A.B. in Economics from Dartmouth College
and an M.B.A. in Finance from the University of Chicago.
Plain Talk About the Funds' Portfolio Managers
The managers primarily responsible for the day-to-day management of the
Funds are:
Duane F. Kelly, Principal of Vanguard. He has been with Vanguard since 1989,
has managed investment portfolios, including the European Stock Index Fund
since 1992; and has managed the Emerging Markets Stock Index Fund since 1994.
Education: B.S., LaSalle University.
Michael H. Buek, CFA, Principal of Vanguard. He has been with Vanguard since
1987; has managed investment portfolios since 1991; and has managed the
Pacific Stock Index Fund since 1997. Education: B.S., University of Vermont;
M.B.A., Villanova University.
25
The Statement of Additional Information provides information about each
portfolio manager's compensation, other accounts under management, and ownership
of securities in the Funds.
DIVIDENDS, CAPITAL GAINS, AND TAXES
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses) as well as any net capital gains realized from the
sale of its holdings. Distributions generally occur annually in December. You
can receive distributions of income or capital gains in cash, or you can have
them automatically reinvested in more shares of the Fund.
Plain Talk About Distributions
As a shareholder, you are entitled to your portion of a fund's income from
interest and dividends as well as gains from the 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. You receive the fund's earnings as either a
dividend or capital gains distribution.
Basic Tax Points
Vanguard will send you a statement each year showing the tax status of all your
distributions. In addition, investors in taxable accounts should be aware of the
following basic federal income tax points:
. Distributions are taxable to you, whether or not you reinvest these amounts in
additional Fund shares.
. Distributions declared in December--if paid to you by the end of January--are
taxable as if received in December.
. Any dividend and short-term capital gains distributions that you receive are
taxable to you as ordinary income. If you are an individual and meet certain
holding-period requirements with respect to your Fund shares, you may be
eligible for reduced federal tax rates on "qualified dividend income," if any,
distributed by the Fund.
. Any distributions of net long-term capital gains are taxable to you as
long-term capital gains, no matter how long you've owned shares in the Fund.
26
. Capital gains distributions may vary considerably from year to year as a
result of the Fund's normal investment activities and cash flows.
. A sale or exchange of Fund shares is a taxable event. This means that you may
have a capital gain to report as income, or a capital loss to report as a
deduction, when you complete your tax return.
. Any conversion between classes of shares of the same fund is a nontaxable
event. By contrast, an exchange between classes of shares of different funds is
a taxable event.
Dividend and capital gains distributions that you receive, as well as your gains
or losses from any sale or exchange of Fund shares, may be subject to state and
local income taxes.
Each Fund may be subject to foreign taxes or foreign tax withholding on
dividends, interest, and some capital gains that the Fund receives on foreign
securities. You may qualify for an offsetting credit or deduction under U.S. tax
laws for any amount designated as your portion of a Fund's foreign tax
obligations, provided that you meet certain requirements. See your tax advisor
or IRS publications for more information.
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable
distributions or redemptions from your account if you do not:
. Provide us with your correct taxpayer identification number;
. Certify that the taxpayer identification number is correct; and
. Confirm that you are not subject to backup withholding.
Similarly, Vanguard must withhold taxes from your account if the IRS instructs
us to do so.
Foreign investors. Vanguard funds generally are not sold outside the United
States, except to certain qualified investors. If you reside outside the United
States, please consult our website at www.vanguard.com and review "Non-U.S.
investors." Foreign investors should be aware that U.S. withholding and estate
taxes may apply to any investments in Vanguard funds.
Invalid addresses. If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest all future distributions until you provide us with a valid mailing
address.
Tax consequences. This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax advisor for detailed information about
a fund's tax consequences for you.
27
Plain Talk About 'Buying a Dividend'
Unless you are investing through a tax-deferred retirement account (such as
an IRA), you should consider avoiding a purchase of fund shares shortly
before the fund makes a distribution, because doing so can cost you money in
taxes. This is known as "buying a dividend." For example: On December 15, you
invest $5,000, buying 250 shares for $20 each. If the fund pays a
distribution of $1 per share on December 16, its share price will drop to $19
(not counting market change). You still have only $5,000 (250 shares x $19 =
$4,750 in share value, plus 250 shares x $1 = $250 in distributions), but you
owe tax on the $250 distribution you received--even if you reinvest it in
more shares. To avoid "buying a dividend," check a fund's distribution
schedule before you invest.
SHARE PRICE
Each Fund's share price, called its net asset value, or NAV, is calculated each
business day as of the close of regular trading on the New York Stock Exchange,
generally
4 p.m., Eastern time. Each share class has its own NAV, which is computed by
dividing the net assets allocated to each share class by the number of Fund
shares outstanding for that class. On holidays or other days when the Exchange
is closed, the NAV is not calculated, and the Fund does not transact purchase or
redemption requests. However, on those days the value of the Fund's assets may
be affected because the Fund holds foreign securities that trade on foreign
markets that are open.
Stocks held by a Vanguard fund are valued at their market value when reliable
market quotations are readily available. Certain short-term debt instruments
used to manage a fund's cash are valued on the basis of amortized cost. The
values of any foreign securities held by a fund are converted into U.S. dollars
using an exchange rate obtained from an independent third party. The values of
any mutual fund shares held by a fund are based on the NAVs of the shares. The
values of any ETF or closed-end fund shares held by a fund are based on the
market value of the shares.
28
When reliable market quotations are not readily available, securities are priced
at their fair value (the amount that the owner might reasonably expect to
receive upon the current sale of a security). A fund also will use fair-value
pricing if the value of a security it holds has been materially affected by
events occurring before the fund's pricing time but after the close of the
primary markets or exchanges on which the security is traded. This most commonly
occurs with foreign securities, which may trade on foreign exchanges that close
many hours before the fund's pricing time. Intervening events might be
company-specific (e.g., earnings report, merger announcement); country-specific
(e.g., natural disaster, economic or political news, act of terrorism, interest
rate change); or global. Intervening events include price movements in U.S.
markets that are deemed to affect the value of foreign securities.
Fair-value prices are determined by Vanguard according to procedures adopted by
the board of trustees. When fair-value pricing is employed, the prices of
securities used by a fund to calculate the NAV may differ from quoted or
published prices for the same securities.
Vanguard fund share prices can be found daily in the mutual fund listings of
most major newspapers under various "Vanguard" headings.
29
FINANCIAL HIGHLIGHTS
The following financial highlights tables are intended to help you understand
each Fund's financial performance for the periods shown, and certain information
reflects financial results for a single Fund share. The total returns in each
table represent the rate that an investor would have earned or lost each period
on an investment in the Fund (assuming reinvestment of all distributions). The
information for the six-month period ended April 30, 2008, has not been audited
by an independent registered public accounting firm. The information for all
periods in the table through October 31, 2007, has been derived from financial
statements audited by PricewaterhouseCoopers LLP, an independent registered
public accounting firm, whose report--along with each Fund's financial
statements--is included in the Funds' most recent annual report to shareholders.
To receive a free copy of the latest annual or semiannual report, you may access
a report online at www.vanguard.com, or you may contact Vanguard by telephone or
by mail.
Plain Talk About How to Read the Financial Highlights Tables
This explanation uses the European Stock Index Fund's Signal Shares as an
example. The Signal Shares began fiscal period 2008 with a net asset value
(price) of $39.50 per share. During the period, each Signal Share earned $xx
from investment income (interest and dividends) and $xx from investments that
had appreciated in value or that were sold for higher prices than the Fund
paid for them.
Shareholders received $xx per share in the form of dividend distributions. A
portion of each year's distributions may come from the prior year's income or
capital gains.
The share price at the end of the period was $xx, reflecting earnings of $xx
per share and distributions of $xx per share. This was an increase of $xx per
share (from $39.50 at the beginning of the period to $xx at the end of the
year). For a shareholder who reinvested the distributions in the purchase of
more shares, the total return was xx% for the period.
As of April 30, 2008, the Signal Shares had approximately $xxx million in net
assets. For the period, the expense ratio was 0.xx% ($x.xx per $1,000 of net
assets), and the net investment income amounted to x.xx% of average net
assets. The Fund sold and replaced securities valued at xx% of its net
assets.
30
European Stock Index Fund Signal Shares
Six Months Oct. 6,
Ended Year Ended 2006(1) to
April 30, October 31, Oct. 31,
2008 2007 2006
---------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $39.50 $31.51 $30.41
---------------------------------------------------------------------------------------------------
Investment Operations
---------------------------------------------------------------------------------------------------
Net Investment Income x.xxx 1.151(2) .01(2)
---------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss)
on Investments x.xxx 7.681 1.09
---------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 8.832 1.10
---------------------------------------------------------------------------------------------------
Distributions
---------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx (.842) --
---------------------------------------------------------------------------------------------------
Distributions from Realized Capital Gains .xxx -- --
---------------------------------------------------------------------------------------------------
Total Distributions x.xxx (.842) --
---------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $39.50 $31.51
===================================================================================================
Total Return(3) xx.xx% 28.59% 3.62%
===================================================================================================
Ratios/Supplemental Data
---------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xxx $502 $12
---------------------------------------------------------------------------------------------------
Ratio of Total Expenses to Average Net Assets x.xx% 0.12% 0.17%(4)
---------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets x.xx% 3.45% 3.45%(4)
---------------------------------------------------------------------------------------------------
Turnover Rate(5) xx% 9% 6%
===================================================================================================
1 Inception.
2 Calculated based on average shares outstanding.
3 Total returns do not reflect the 2% fee assessed on redemptions of shares
held for less than two months.
4 Annualized.
5 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
31
Pacific Stock Index Fund Signal Shares
Six Months June 4,
Ended 2007(1) to
April 30, Oct. 31,
2008 2007
---------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $32.28 $30.53
---------------------------------------------------------------------------------------------------
Investment Operations
---------------------------------------------------------------------------------------------------
Net Investment Income x.xxx .25
---------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss) on Investments x.xxx 1.50
---------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 1.75
---------------------------------------------------------------------------------------------------
Distributions
---------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx --
---------------------------------------------------------------------------------------------------
Distributions from Realized Capital Gains .xxx --
---------------------------------------------------------------------------------------------------
Total Distributions x.xxx --
---------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $32.28
===================================================================================================
Total Return(2) xx.xx% 5.73%
===================================================================================================
Ratios/Supplemental Data
---------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xxx $247
---------------------------------------------------------------------------------------------------
Ratio of Total Expenses to Average Net Assets x.xx% 0.12%(3)
---------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to Average Net Assets x.xx% 1.90%(3)
---------------------------------------------------------------------------------------------------
Turnover Rate(4) xx% 3%
===================================================================================================
1 Inception.
2 Total returns do not reflect the 2% fee assessed on redemptions of shares
held for less than two months.
3 Annualized.
4 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
32
Emerging Markets Stock Index Fund Signal Shares
Six Months June 19,
Ended 2007(1) to
April 30, Oct. 31,
2008 2007
---------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $46.61 $30.38
---------------------------------------------------------------------------------------------------
Investment Operations
---------------------------------------------------------------------------------------------------
Net Investment Income x.xxx .58(2)
---------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss) on Investments x.xxx 15.65
---------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 16.23
---------------------------------------------------------------------------------------------------
Distributions
---------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx --
---------------------------------------------------------------------------------------------------
Distributions from Realized Capital Gains .xxx --
---------------------------------------------------------------------------------------------------
Total Distributions x.xxx --
---------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $46.61
===================================================================================================
Total Return(3) xx.xx% 53.42%
===================================================================================================
Ratios/Supplemental Data
---------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xxx $385
---------------------------------------------------------------------------------------------------
Ratio of Total Expenses to Average Net Assets x.xx% 0.25%(4)
---------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to Average Net Assets x.xx% 2.36%(4)
---------------------------------------------------------------------------------------------------
Turnover Rate(5) xx% 9%
===================================================================================================
1 Inception.
2 Calculated based on average shares outstanding.
3 Total returns do not reflect the 0.5% transaction fee on purchases and
redemptions.
4 Annualized.
5 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
33
INVESTING WITH VANGUARD
This section of the prospectus explains the basics of doing business with
Vanguard. Be sure to carefully read each topic that pertains to your
relationship with Vanguard. Vanguard reserves the right to change the following
policies, without prior notice to shareholders. Please call or check online for
current information.
Each fund you hold in an account is a separate "fund account." For example, if
you hold three funds in a nonretirement account titled in your own name, two
funds in a nonretirement account titled jointly with your spouse, and one fund
in an individual retirement account, you have six fund accounts--and this is
true even if you hold the same fund in multiple accounts.
PURCHASING SHARES
Vanguard reserves the right, without prior notice, to increase or decrease the
minimum amount required to open, convert shares to, or maintain a fund account,
or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Signal Shares
To open and maintain an account. $1 million for new investors. Investment
minimums may differ for certain categories of investors. Institutional clients
should contact Vanguard for information on special rules that may apply to them.
. Institutional clients whose accounts are not recordkept by Vanguard.
Institutional clients (including but not limited to financial intermediaries,
defined benefit and contribution plan clients; endowments; and foundations)
whose accounts are not recordkept by Vanguard generally may hold Signal Shares
if the total amount aggregated among all accounts held by the client and
invested in a single Signal Shares fund is at least $1 million.
. Institutional intermediary clients. Institutional clients that are financial
intermediaries generally may hold Signal Shares only if the total amount
invested across all accounts held by the intermediary in the Fund is at least $5
million. Signal Shares generally are not available to financial intermediaries
that serve as retail fund supermarkets.
. Institutional clients whose accounts are recordkept by Vanguard. Institutional
clients whose accounts are recordkept by Vanguard may hold Signal Shares if the
client has more than $15 million in the Fund and transacts with the Fund in a
cost-effective manner. Total assets held by the client at Vanguard and average
participant account balances must also meet or exceed certain eligibility
minimums for Signal Shares. Please contact your Vanguard representative to
determine whether your accounts qualify.
34
To add to an existing account. $50 by Automatic Investment Plan; $100 by check,
exchange, wire, or electronic bank transfer (other than Automatic Investment
Plan).
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limits, and Other Rules You
Should Know before placing your purchase request.
Online. You may open certain types of accounts, request an
electronic bank transfer, and make an exchange (using the proceeds from the
redemption of shares from one Vanguard fund to simultaneously purchase shares of
a different Vanguard fund) through our website at www.vanguard.com if you are a
registered user.
By telephone. You may call Vanguard to begin the account registration process
or request that the account-opening forms be sent to you. You may also call
Vanguard to request a purchase of shares by wire, by electronic bank transfer,
or by an exchange. See Contacting Vanguard.
By mail. You may send your account registration form and check to open a new
fund account at Vanguard. To add to an existing fund account, you may send your
check with an Invest-by-Mail form (from your account statement) or with a
deposit slip (available online). You may also send a written request to Vanguard
to add to a fund account or to make an exchange. For a list of Vanguard
addresses, see Contacting Vanguard.
How to Pay For a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through
an electronic transfer of money held in a designated bank account. To establish
the electronic bank transfer option on an account, you must designate a bank
account online, complete a special form, or fill out the appropriate section of
your account registration form. After the option is set up on your account, you
can purchase shares by electronic bank transfer on a regular schedule (Automatic
Investment Plan) or whenever you wish. Your purchase request can be initiated
online, by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call
Vanguard for instructions and policies on purchasing shares by wire. See
Contacting Vanguard.
By check. You may send a check to make initial or additional purchases to your
fund account. Also see How to Initiate a Purchase Request: By mail. Make your
check payable to Vanguard and include the appropriate fund number (e.g.,
Vanguard--xx). For a list of Fund numbers (for shareclasses in this prospectus),
see Contacting Vanguard.
35
By exchange. You may purchase shares of a Vanguard fund using the proceeds from
the simultaneous redemption of shares from another Vanguard fund. You may
initiate an exchange online (if you are a registered user of Vanguard.com), by
telephone, or by mail. See Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on
the day and time Vanguard receives your request, the manner in which you are
paying, and the type of fund you are purchasing. Your purchase will be executed
using fund's NAV as calculated on the trade date. NAVs are calculated only on
days the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds, and for
purchases by exchanges or wire into all funds: If the purchase request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
If the purchase request is received on a business day after the close of regular
trading on the NYSE, or on a nonbusiness day, the trade date will be the next
business day.
For purchases by check into money market funds: If the purchase request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the next
business day. If the purchase request is received on a business day after the
close of regular trading on the NYSE, or on a nonbusiness day, the trade date
will be the second business day following the day Vanguard receives the purchase
request. Because money market instruments must be purchased with federal funds
and it takes a money market mutual fund one business day to convert check
proceeds into federal funds, the trade date will be one business day later than
for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan:
Your trade date generally will be one business day before the date you
designated for withdrawal from your bank account.
For purchases by electronic bank transfer not using an Automatic Investment
Plan: If the purchase request is received by Vanguard on a business day before
10 p.m., Eastern time, the trade date will be the next business day. If the
purchase request is received on a business day after 10 p.m., Eastern time, or
on a nonbusiness day, the trade date will be the second business day following
the day Vanguard receives the request.
If your purchase request is not accurate and complete, it may be rejected. See
Other Rules You Should Know--Good Order.
For further information about purchase transactions, consult our website at
www.vanguard.com or see Contacting Vanguard.
36
Purchase Fees
The Emerging Markets Stock Index Fund charges a purchase fee of 0.25% on all
share purchases, including shares purchased by exchange from other Vanguard
funds. In addition, each Fund reserves the right to impose purchase fees on all
share purchases. Purchase fees do not apply to shares purchased through
reinvested dividends and capital gains.
Other Purchase Rules You Should Know
Check purchases. All purchase checks must be written in U.S. dollars and must
be drawn on a U.S. bank. Vanguard does not accept cash, traveler's checks, or
money orders. In addition, Vanguard may refuse "starter checks" and checks that
are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal
information that we will use to verify your identity. If you do not provide the
information, we may not be able to open your account. If we are unable to verify
your identity, Vanguard reserves the right, without prior notice, to close your
account or take such other steps as we deem reasonable.
Refused or rejected purchase requests. Vanguard reserves the right to stop
selling fund shares or to reject any purchase request at any time and without
prior notice, including, but not limited to, purchases requested by exchange
from another Vanguard fund. This also includes the right to reject any purchase
request because of a history of frequent trading by the investor or because the
purchase may negatively affect a fund's operation or performance.
Large purchases. Please call Vanguard before attempting to invest a large
dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase
request once processing has begun. Please be careful when placing a purchase
request.
Converting Shares
When a conversion occurs, you receive shares of one class in place of shares of
another class of the same fund. At the time of conversion, the dollar value of
the "new" shares you receive equals the dollar value of the "old" shares that
were converted. In other words, the conversion has no effect on the value of
your investment in the fund. However, the number of shares you own after the
conversion may be greater than or less than the number of shares you owned
before the conversion, depending on the net asset values of the two share
classes.
A conversion between share classes of the same fund is a nontaxable event.
37
Trade Date
The trade date for any conversion request received in good order will depend on
the day and time Vanguard receives your request. Your conversion will be
executed using the NAVs of the different share classes on the trade date. NAVs
are calculated only on days that the NYSE is open for trading (a business day).
For a conversion request (other than a request to convert to ETF Shares)
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
For a conversion request received on a business day after the close of regular
trading on the NYSE, or on a nonbusiness day, the trade date will be the next
business day. See Other Rules You Should Know. (Please see Conversion Privilege
in the ETF Shares section for information on conversions to ETF Shares.)
Conversions From Investor Shares to Signal Shares
You may convert Investor Shares to Signal Shares at any time if you meet the
eligibility requirements for Signal Shares. Vanguard will not automatically
convert accounts holding Investor Shares that qualify for conversion to Signal
Shares. You may contact Vanguard by telephone or by mail to request this
transaction.
Conversions From Admiral Shares to Signal Shares
The Fund may convert an eligible investor's Admiral Shares to Signal Shares. The
Fund will notify the investor in writing before any automatic conversion to
Signal Shares. You may instruct the Fund if you do not wish to convert to Signal
Shares. In such cases, your Admiral Shares will be converted to Investor Shares.
Conversions to Institutional Shares
You are eligible for a self-directed conversion from another share class to
Institutional Shares of the same Fund, provided that your account meets all
Institutional Shares' eligibility requirements. Registered users of our website,
www.vanguard.com, may request a conversion online, or you may contact Vanguard
by telephone or by mail to request this transaction. Accounts that qualify for
Institutional Shares will not be automatically converted.
Mandatory Conversions to Investor Shares
If an account no longer meets the balance requirements for Signal Shares,
Vanguard may automatically convert the shares in the account to Investor Shares.
A decline in the account balance because of market movement may result in such a
conversion. Vanguard will notify the investor in writing before any mandatory
conversion occurs.
38
REDEEMING SHARES
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limits, and Other Rules You
Should Know before placing your redemption request.
Online. You may redeem shares, request an electronic bank transfer, and make an
exchange (the purchase of shares of one Vanguard fund using the proceeds of a
simultaneous redemption from another Vanguard fund) through our website at
www.vanguard.com if you are a registered user.
By telephone. You may call Vanguard to request a redemption of shares by wire,
by electronic bank transfer, by check, or by an exchange. See Contacting
Vanguard.
By mail. You may send a written request to Vanguard to redeem from a fund
account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption
sent directly to a designated bank account. To establish the electronic bank
transfer option, you must designate a bank account online, complete a special
form, or fill out the appropriate section of your account registration form.
After the option is set up on your account, you can then redeem shares by
electronic bank transfer on a regular schedule (Automatic Withdrawal Plan--$50
minimum) or whenever you wish ($100 minimum). Your transaction can be initiated
online, by telephone, or by mail.
By wire. When redeeming from a money market fund or a bond fund, you may
instruct Vanguard to wire your redemption proceeds ($1,000 minimum) to a
previously designated bank account. Wire redemptions generally are not available
for Vanguard's balanced or stock funds. The wire redemption option is not
automatic; you must designate a bank account online, complete a special form, or
fill out the appropriate section of your account registration form. Vanguard
charges a $5 fee for wire redemptions under $5,000.
By exchange. You may have the proceeds of a Vanguard fund redemption invested
directly in shares of another Vanguard fund. You may initiate an exchange online
(if you are a registered user of Vanguard.com), by telephone, or by mail.
By check. If you have not chosen another redemption method, Vanguard will mail
you a redemption check, normally within two business days of your trade date.
39
Trade Date
The trade date for any redemption request received in good order will depend on
the day and time Vanguard receives your request and the manner in which you are
redeeming. Your redemption will be executed using the NAV as calculated on the
trade date. NAVs are calculated only on days that the NYSE is open for trading
(a business day).
For redemptions by check, exchange, or wire: If the redemption request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
If the redemption request is received on a business day after the close of
regular trading on the NYSE, or on a nonbusiness day, the trade date will be on
the next business day.
. Note on timing of wire redemptions from money market funds: For telephone
requests received by Vanguard on a business day before 10:45 a.m., Eastern
time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund), the
redemption proceeds will leave Vanguard by the close of business the same day.
For telephone requests received by Vanguard on a business day after those
cut-off times, or on a nonbusiness day, and for all requests other than by
telephone, the redemption proceeds will leave Vanguard by the close of
business on the next business day.
. Note on timing of wire redemptions from bond funds: For requests received by
Vanguard on a business day before the close of regular trading on the NYSE
(generally 4 p.m., Eastern time), the redemption proceeds will leave Vanguard
by the close of business on the next business day. For requests received by
Vanguard on a business day after the close of regular trading on the NYSE, or
on a nonbusiness day, the redemption proceeds will leave Vanguard by the close
of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan:
Your trade date generally will be the date you designated for withdrawal of
funds (redemption of shares) from your Vanguard account. Proceeds of redeemed
shares generally will be credited to your designated bank account two business
days after your trade date. If the trade date you designated for withdrawal
falls on a weekend, holiday, or other nonbusiness day, your trade date will be
the previous business day.
For redemptions by electronic bank transfer not using an Automatic Withdrawal
Plan: If the redemption request is received by Vanguard on a business day before
the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the
trade date generally will be the same day. If the redemption request is received
on a business day after the close of regular trading on the NYSE, or on a
nonbusiness day, the trade date will be the next business day.
40
If your redemption request is not accurate and complete, it may be rejected. See
Other Rules You Should Know--Good Order.
For further information about redemption transactions, consult our website at
www.vanguard.com or see Contacting Vanguard.
Redemption Fees
Vanguard European Stock Index Fund and Vanguard Pacific Stock Index Fund each
charge a 2% redemption fee on shares redeemed within two months of purchase by
selling or by exchanging to another fund. The fee is withheld from redemption
proceeds and is paid directly to the Fund. Shares held for two months or more
are not subject to the 2% fee. Vanguard Emerging Markets Stock Index Fund
charges a 0.25% redemption fee.
In an effort to reduce or eliminate the redemption fees you pay, if you redeem
less than your full investment in the Fund, we will first redeem those shares
not subject to the fee, followed by those shares you have held the longest.
For Vanguard fund accounts (including participants in employer-sponsored defined
contribution plans that are served by Vanguard Small Business Services),
redemption fees will not apply to the following:
. Redemptions of shares purchased with reinvested dividend and capital gains
distributions (not applicable to Vanguard Emerging Markets Fund).
. Share transfers, rollovers, or re-registrations within the same fund.
. Conversions of shares from one share class to another in the same fund.
. Redemptions of shares to pay fund or account fees.
. Redemptions of shares to remove excess shareholder contributions to an IRA.
. Section 529 college savings plans.
. For a one-year period, shares rolled over to an IRA held at Vanguard from a
retirement plan for which Vanguard serves as recordkeeper (except for Vanguard
Small Business Services retirement plans).
. Distributions by shareholders age 701/2 or older from the following (not
applicable to Vanguard Emerging Markets Fund):
. Traditional IRAs.
. Inherited IRAs (traditional and Roth).
. Rollover IRAs.
. SEP-IRAs.
. SIMPLE IRAs.
. Section 403(b)(7) plans served by the Vanguard Small Business Services
Department.
41
.Vanguard Retirement Plans for which Vanguard Fiduciary Trust Company serves as
trustee.
For participants in employer-sponsored defined contribution plans (other than
those served by the Vanguard Small Business Services Department), in addition to
the exclusions previously listed, redemption fees will not apply to the
following:
. Exchanges of shares purchased with participant payroll or employer
contributions.
. Distributions, loans, and in-service withdrawals from a plan.
. Redemptions or transfers of shares as part of a plan termination or at the
direction of the plan.
. Direct rollovers into IRAs.
Redemption fees will apply to shares exchanged out of a fund within the fund's
redemption-fee period into which fund the shares had previously been exchanged,
rolled over, or transferred by a participant.
If Vanguard does not serve as recordkeeper for your plan, redemption fees may be
applied differently. Please read your recordkeeper's plan materials carefully to
learn of any other rules or fees that may apply. Also see Frequent-Trading
Limits--Accounts Held by Intermediaries for information about the assessment of
redemption fees
by intermediaries.
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to
redeem from certain types of accounts, such as trust, corporate, nonprofit, or
retirement accounts. Please call us before attempting to redeem from these types
of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or
part of a redemption in kind--that is, in the form of securities--if we
reasonably believe that a cash redemption would negatively affect the fund's
operation or performance or that the shareholder may be engaged in market-timing
or frequent trading. Under these circumstances, Vanguard also reserves the right
to delay payment of the redemption proceeds for up to seven calendar days. By
calling us before you attempt to redeem a large dollar amount, you may avoid
in-kind or delayed payment of your redemption. Please see Frequent-Trading
Limits for information about Vanguard's policies to limit frequent trading.
42
Recently purchased shares. Although you can redeem shares at any time, proceeds
may not be made available to you until the fund collects payment for your
purchase. This may take up to ten calendar days for shares purchased by check or
by electronic bank transfer. If you have written a check on a fund with
checkwriting privileges, that check may be rejected if your fund account does
not have a sufficient available balance.
Share certificates. If you hold shares in certificates, those shares cannot be
redeemed, exchanged, or converted until you return the certificates (unsigned)
to Vanguard by registered mail. For the correct address, see Contacting
Vanguard.
Address change. If you change your address online or by telephone, there may be
a 15-day restriction on your ability to make online and telephone redemptions.
You can request a redemption in writing at any time. Confirmations of address
changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your
redemption check payable to a different person or send it to a different
address. However, this requires the written consent of all registered account
owners and may require a signature guarantee. You can obtain a signature
guarantee from most commercial and savings banks, credit unions, trust
companies, or member firms of a U.S. stock exchange. A notary public cannot
provide a signature guarantee.
No cancellations. Vanguard will not accept your request to cancel any
redemption request once processing has begun. Please be careful when placing a
redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption
proceeds for up to seven calendar days. In addition, Vanguard funds can suspend
redemptions and/or postpone payments of redemption proceeds beyond seven
calendar days at times when the NYSE is closed or during emergency
circumstances, as determined by the SEC.
EXCHANGING SHARES
An exchange occurs when you use the proceeds from the redemption of shares of
one Vanguard fund to simultaneously purchase shares of a different Vanguard
fund. You can make exchange requests online (if you are a registered user of
Vanguard.com), by telephone, or by mail. See Purchasing Shares and Redeeming
Shares.
If the NYSE is open for regular trading (a business day) at the time an exchange
request is received in good order, the trade date will generally be the same
day. See Other Rules You Should Know--Good Order for additional information on
all transaction requests.
43
Please note that Vanguard reserves the right, without prior notice, to revise or
terminate the exchange privilege, limit the amount of any exchange, or reject an
exchange, at any time, for any reason.
FREQUENT-TRADING LIMITS
Because excessive transactions can disrupt management of a fund and increase the
fund's costs for all shareholders, Vanguard places certain limits on frequent
trading in the Vanguard funds. Each Vanguard fund (other than money market
funds, short-term bond funds, and ETF Shares) limits an investor's purchases or
exchanges into a fund account for 60 calendar days after the investor has
redeemed or exchanged out of that fund account.
For Vanguard Retirement Investment Program pooled plans, the policy applies to
exchanges made by participants online or by phone.
The policy does not apply to the following:
. Purchases of shares with reinvested dividend or capital gains distributions.
. Transactions through Vanguard's Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum
Distribution Service, and Vanguard Small Business Online/(R)/.
. Redemptions of shares to pay fund or account fees.
. Transaction requests submitted by mail to Vanguard from shareholders who hold
their accounts directly with Vanguard. (Wire transactions and transaction
requests submitted by fax are not mail transactions and are subject to the
policy.)
. Transfers and re-registrations of shares within the same fund.
. Purchases of shares by asset transfer or direct rollover.
. Conversions of shares from one share class to another in the same fund.
. Checkwriting redemptions.
. Section 529 college savings plans.
. Certain approved institutional portfolios and asset allocation programs, as
well as trades made by Vanguard funds that invest in other Vanguard funds.
(Please note that shareholders of Vanguard's funds of funds are subject to the
policy.)
For participants in employer-sponsored defined contribution plans that are not
served by Vanguard Small Business Services, the frequent-trading policy does not
apply to:
. Purchases of shares with participant payroll or employer contributions or
loan repayments.
. Purchases of shares with reinvested dividend or capital gains distributions.
. Distributions, loans, and in-service withdrawals from a plan.
44
. Redemptions of shares as part of a plan termination or at the direction of the
plan.
. Automated transactions executed during the first six months of a participant's
enrollment in the Vanguard Managed Account Program.
. Redemptions of shares to pay fund or account fees.
. Share or asset transfers or rollovers.
. Re-registrations of shares.
. Conversions of shares from one share class to another in the same fund.
. Exchange requests submitted by mail to Vanguard. (Exchange requests submitted
by fax or wire are not mail requests and remain subject to the policy.)
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional
clients' accounts. If we detect suspicious trading activity, we will investigate
and take appropriate action, which may include applying to a client's accounts
the 60-day
policy previously described, prohibiting a client's purchases of fund shares,
and/or eliminating the client's exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for their clients, we
cannot always monitor the trading activity of the individual clients. However,
we review trading activity at the omnibus level, and if we detect suspicious
activity, we will investigate and take appropriate action. If necessary,
Vanguard may prohibit additional purchases of fund shares by an intermediary or
by certain of the intermediary's clients. Intermediaries may also monitor their
clients' trading activities in the Vanguard funds.
For those Vanguard funds that charge purchase or redemption fees, intermediaries
will be asked to assess purchase and redemption fees on shareholder and
participant accounts and remit these fees to the funds. The application of
purchase and redemption fees and frequent-trading policies may vary among
intermediaries. There are no assurances that Vanguard will successfully identify
all intermediaries or that intermediaries will properly assess purchase and
redemption fees or administer frequent-trading policies. If you invest with
Vanguard through an intermediary, please read that firm's materials carefully to
learn of any other rules or fees that may apply.
OTHER RULES YOU SHOULD KNOW
Prospectus and Shareholder Report Mailings
Vanguard attempts to eliminate the unnecessary expense of duplicate mailings by
sending just one prospectus and/or report when two or more shareholders have the
45
same last name and address. You may request individual prospectuses and reports
by contacting our Client Services Department in writing, by telephone, or by
e-mail.
Vanguard.com
Registration. If you are a registered user of Vanguard.com, you can use your
personal computer to review your account holdings; to buy, sell, or exchange
shares of most Vanguard funds; and to perform most other transactions. You must
register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction
confirmations, and fund financial reports electronically. If you are a
registered user of Vanguard.com, you can consent to the electronic delivery of
these documents by logging on and changing your mailing preference under
"Account Profile." You can revoke your electronic consent at any time, and we
will begin to send paper copies of these documents within 30 days of receiving
your notice.
Telephone Transactions
Automatic. When we set up your account, we'll automatically enable you to do
business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account/(R)/. To conduct account transactions through Vanguard's automated
telephone service, you must first obtain a Personal Identification Number (PIN).
Call Tele-Account at 800-662-6273 to obtain a PIN, and allow seven days after
requesting the PIN before using this service.
Proof of a caller's authority. We reserve the right to refuse a telephone
request if the caller is unable to provide the requested information or if we
reasonably believe that the caller is not an individual authorized to act on the
account. Before we allow a caller to act on an account, we may request the
following information:
. Authorization to act on the account (as the account owner or by legal
documentation or other means).
. Account registration and address.
. Fund name and account number, if applicable.
. Other information relating to the caller, the account holder, or the account.
Subject to revision. For any or all shareholders, we reserve the right, at any
time
and without prior notice, to revise, suspend, or terminate the privilege to
transact or communicate with Vanguard by telephone.
46
Good Order
We reserve the right to reject any transaction instructions that are not in
"good order." Good order generally means that your instructions include:
. The fund name and account number.
. The amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must include:
. Signatures of all registered owners.
. Signature guarantees, if required for the type of transaction. (Call Vanguard
for specific signature-guarantee requirements.)
. Any supporting documentation that may be required.
The requirements vary among types of accounts and transactions.
Vanguard reserves the right, without prior notice, to revise the requirements
for
good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or
exchange transaction for a future date. All such requests will receive trade
dates as previously described in Purchasing Shares, Converting Shares, and
Redeeming Shares. Vanguard reserves the right to return future-dated purchase
checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard will accept
telephone or online instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we
reasonably believe that the person transacting business on an account is
authorized to do so. Please take precautions to protect yourself from fraud.
Keep your account information private, and immediately review any account
statements that we provide to you. It is important that you contact Vanguard
immediately about any transactions you believe to be unauthorized.
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not
pay interest on uncashed checks.
47
Unusual Circumstances
If you experience difficulty contacting Vanguard online, by telephone, or by
Tele-Account, you can send us your transaction request by regular or express
mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial
intermediary, such as a bank, broker, or investment advisor. Please consult your
financial intermediary to determine which, if any, shares are available through
that firm and to learn about other rules that may apply.
Please see Frequent-Trading Limits--Accounts Held by Intermediaries for
information about the assessment of redemption fees and monitoring of frequent
trading for accounts held by intermediaries.
Low-Balance Accounts
Each Fund reserves the right to convert an investor's Signal Shares to Investor
Shares of the Fund if the investor's fund account balance falls below the
minimum initial investment for any reason, including market fluctuation. Any
such conversion will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus,
Vanguard reserves the right to (1) alter, add, or discontinue any conditions of
purchase (including eligibility requirements), redemption, exchange, conversion,
service, or privilege at any time without prior notice; (2) accept initial
purchases by telephone; (3) freeze any account and/or suspend account services
when Vanguard has received reasonable notice of a dispute regarding the assets
in an account, including notice of a dispute between the registered or
beneficial account owners or when we reasonably believe a fraudulent transaction
may occur or has occurred; (4) temporarily freeze any account and/or suspend
account services upon initial notification to Vanguard of the death of the
shareholder until Vanguard receives required documentation in good order; (5)
alter, impose, discontinue, or waive any redemption fee, account service fee, or
other fees charged to a group of shareholders; and (6) redeem an account,
without the owner's permission to do so, in cases of threatening conduct or
suspicious, fraudulent, or illegal activity. Changes may affect any or all
investors. These actions will be taken when, at the sole discretion of Vanguard
management, we reasonably believe they are deemed to be in the best interest of
a fund.
48
Share Classes
Vanguard reserves the right, without prior notice, to change the eligibility
requirements of its share classes, including the types of clients who are
eligible to purchase each share class.
FUND AND ACCOUNT UPDATES
Confirmation Statements
We will send (or provide online, whichever you prefer) a confirmation of your
trade date and the amount of your transaction when you buy, sell, exchange, or
convert shares. However, we will not send confirmations reflecting only
checkwriting redemptions or the reinvestment of dividend or capital gains
distributions. For any month in which you had a checkwriting redemption, a
Checkwriting Activity Statement will be sent to you itemizing the checkwriting
redemptions for that month. Promptly review each confirmation statement that we
provide to you by mail or online. It is important that you contact Vanguard
immediately with any questions you may have about any transaction reflected on a
confirmation statement, or Vanguard will consider the transaction properly
processed.
Portfolio Summaries
We will send (or provide online, whichever you prefer) quarterly portfolio
summaries to help you keep track of your accounts throughout the year. Each
summary shows the market value of your account at the close of the statement
period, as well as all distributions, purchases, redemptions, exchanges,
transfers, and conversions for the current calendar year. Promptly review each
summary that we provide to you by mail or online. It is important that you
contact Vanguard immediately with any questions you may have about any
transaction reflected on the summary, or Vanguard will consider the transaction
properly processed.
Tax Statements
For most taxable accounts, we will send annual tax statements to assist you in
preparing your income tax returns. These statements, which are generally mailed
in January, will report the previous year's dividend and capital gains
distributions, proceeds from the sale of shares, and distributions from IRAs and
other retirement plans. These statements can be viewed online.
Average-Cost Review Statements
For most taxable accounts, average-cost review statements will accompany annual
1099B tax forms. These tax forms show the average cost of shares that you
redeemed during the previous calendar year, using the average-cost
single-category method, which is one of the methods established by the IRS.
49
Annual and Semiannual Reports
We will send (or provide online, whichever you prefer) financial reports about
Vanguard International Stock Index Funds twice a year, in June and December.
These comprehensive reports include overviews of the financial markets and
provide the following specific Fund information:
. Performance assessments and comparisons with industry benchmarks.
. Financial statements with listings of Fund holdings.
Portfolio Holdings
We generally post on our website at www.vanguard.com, in the Holdings section of
each Fund's Profile page, a detailed list of the securities held by the Fund
(under Portfolio Holdings), as of the most recent calendar-quarter-end. This
list is generally updated within 30 days after the end of each calendar quarter.
Vanguard may exclude any portion of these portfolio holdings from publication
when deemed in the best interest of the Fund. We also generally post the ten
largest stock portfolio holdings of the Fund and the percentage of the Fund's
total assets that each of these holdings represents, as of the most recent
calendar-quarter-end. This list is generally updated within 15 calendar days
after the end of each calendar quarter. Please consult the Fund's Statement of
Additional Information or our website for a description of the policies and
procedures that govern disclosure of the Fund's portfolio holdings.
50
CONTACTING VANGUARD
Web
----------------------------------------------------------------------------------------
Vanguard.com For the most complete source of Vanguard news
24 hours a day, 7 days For fund, account, and service information
a week For most account transactions
For literature requests
----------------------------------------------------------------------------------------
Phone
----------------------------------------------------------------------------------------
Vanguard For automated fund and account information
Tele-Account/(R) For exchange transactions (subject to limitations)
/800-662-6273 Toll-free, 24 hours a day, 7 days a week
(ON-BOARD)
----------------------------------------------------------------------------------------
Investor Information For fund and service information
800-662-7447 (SHIP) For literature requests
(Text telephone for Business hours only: Monday-Friday, 8 a.m. to 10 p.m.,
people with hearing Eastern time; Saturday, 9 a.m. to 4 p.m., Eastern time
impairment at
800-952-3335)
----------------------------------------------------------------------------------------
Client Services For account information
800-662-2739 (CREW) For most account transactions
(Text telephone for Business hours only: Monday-Friday, 8 a.m. to 10 p.m.,
people with hearing Eastern time; Saturday, 9 a.m. to 4 p.m., Eastern time
impairment at
800-749-7273)
----------------------------------------------------------------------------------------
Signal Service Centers For information regarding Signal Shares
For institutional intermediary clients: 800-997-2798
For institutional clients whose accounts
are not recordkept at Vanguard: 888-809-8102
For institutional clients whose accounts are
recordkept at Vanguard: 800-523-1188
For most Signal Share transactions
Business hours only: Monday-Friday, 8 a.m. to 10 p.m.,
Eastern time; Saturday, 9 a.m. to 4 p.m., Eastern time
----------------------------------------------------------------------------------------
Institutional Division For information and services for large institutional investors
888-809-8102 Business hours only: Monday-Friday, 8:30 a.m. to 9 p.m.,
Eastern time
----------------------------------------------------------------------------------------
Intermediary Sales For information and services for financial intermediaries
Support including broker-dealers, trust institutions, insurance
800-997-2798 companies, and financial advisors
Business hours only: Monday-Friday, 8:30 a.m. to 7 p.m.,
Eastern time
----------------------------------------------------------------------------------------
|
51
Vanguard Addresses
Please be sure to use the correct address, depending on your method of delivery.
Use of an incorrect address could delay the processing of your transaction.
Regular Mail (Individuals) The Vanguard Group
P.O. Box 1110
Valley Forge, PA 19482-1110
----------------------------------------------------------------------
Regular Mail (Institutions) The Vanguard Group
P.O. Box 2900
Valley Forge, PA 19482-2900
----------------------------------------------------------------------
Registered, Express, or Overnight The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
----------------------------------------------------------------------
|
Fund Numbers
Please use the specific fund number when contacting us:
----------------------------------------------------------------------
Vanguard European Stock Index Fund Signal Shares 1352
----------------------------------------------------------------------
Vanguard Pacific Stock Index Fund Signal Shares 1353
----------------------------------------------------------------------
Vanguard Emerging Markets Stock Index Fund Signal Shares 1354
----------------------------------------------------------------------
|
Vanguard, Vanguard.com, Connect with Vanguard, Plain Talk, Tele-Account,
Vanguard Tele-Account, Admiral, Signal, Vanguard ETF, Vanguard Small Business
Online, Vanguard Brokerage Services, and the ship logo are trademarks of The
Vanguard Group, Inc. The Funds or securities referred to herein are not
sponsored, endorsed, or promoted by MSCI, and MSCI bears no liability with
respect to any such funds or securities. For any such funds or securities, the
Statement of Additional Information contains a more detailed description of the
limited relationship MSCI has with The Vanguard Group and any related funds. All
other marks are the exclusive property of their respective owners.
52
ETF SHARES
In addition to Signal Shares, certain Vanguard funds offer a class of shares,
known as Vanguard ETF* Shares, that are listed for trading on a national
securities exchange. If you own Signal Shares issued by one of these funds, you
may convert those shares into ETF Shares of the same fund.
Note: Vanguard reserves the right to modify or terminate the conversion
privilege in the future.
Each Fund offers an ETF Share class:
Fund ETF Shares Ticker Symbol
-------------------------------------------------------------------------------
Vanguard European Stock Index Fund European ETF VGK
-------------------------------------------------------------------------------
VanguardPacific Stock Index Fund Pacific ETF VPL
-------------------------------------------------------------------------------
Vanguard Emerging Markets Stock Index Emerging Markets ETF VWO
Fund
-------------------------------------------------------------------------------
|
Although ETF Shares represent an investment in the same portfolio of securities
as Signal Shares, they have different characteristics and may appeal to a
different group of investors. It is important that you understand the
differences before deciding whether to convert your shares to ETF Shares.
The following material summarizes key information about ETF Shares. A separate
prospectus with more complete information about ETF Shares is also available.
Investors should review that prospectus before deciding whether to convert.
Differences Between ETF Shares and Conventional Mutual Fund Shares
Signal Shares are "conventional" mutual fund shares; that is, they can be
purchased from and redeemed with the issuing fund for cash at a net asset value
(NAV) calculated once a day. ETF Shares, by contrast, cannot be purchased from
or redeemed with the issuing fund, except as noted.
An organized secondary trading market is expected to exist for ETF Shares,
unlike conventional mutual fund shares, because ETF Shares are listed for
trading on a national securities exchange. Investors can purchase and sell ETF
Shares on the secondary market through a broker. Secondary-market transactions
occur not at NAV, but at market prices that change throughout the day based on
the supply of, and demand for, ETF Shares and on changes in the prices of the
fund's portfolio holdings.
The market price of a fund's ETF Shares will differ somewhat from the NAV of
those shares. The difference between market price and NAV is expected to be
small most of the time, but in times of extreme market volatility the difference
may become significant.
*U.S. Pat. No. 6,879,964 B2; 7,337,138.
53
Buying and Selling ETF Shares
Vanguard ETF Shares must be held in a brokerage account. Therefore, before
acquiring ETF Shares, whether through a conversion or an open-market purchase,
you must have an account with a broker.
You buy and sell ETF Shares in the same way you buy and sell any other
exchange-traded security--on the open market, through a broker. In most cases,
the broker will charge you a commission to execute the transaction. Unless
imposed by your broker, there is no minimum dollar amount you must invest and no
minimum number of ETF Shares you must purchase. Because open-market transactions
occur at market prices, you may pay more than NAV when you buy ETF Shares and
receive less than NAV when you sell those shares.
If you own conventional shares of a Vanguard fund that issues ETF Shares, you
can convert those shares into ETF Shares of equivalent value--but you cannot
convert back. See "Conversion Privilege" for a discussion of the conversion
process.
There is one other way to buy and sell ETF Shares. Investors can purchase and
redeem ETF Shares directly from the issuing fund at NAV if they do so (1)
through certain authorized broker-dealers, (2) in large blocks of shares, known
as Creation Units, and
(3) in exchange for baskets of securities rather than cash. However, because
Creation Units will be worth millions of dollars, and because most investors
prefer to transact in cash rather than with securities, it is expected that only
a limited number of institutional investors will purchase and redeem ETF Shares
this way.
Risks
ETF Shares issued by a fund are subject to the same risks as conventional shares
of the same fund. ETF Shares also are subject to the following risks:
. The market price of a fund's ETF Shares will vary somewhat from the NAV of
those shares. Therefore, you may pay more than NAV when buying ETF Shares and
you may receive less than NAV when selling them.
. ETF Shares cannot be redeemed with the Fund, except in Creation Unit
aggregations. Therefore, if you no longer wish to own ETF Shares, you must sell
them on the open market. Although ETF Shares will be listed for trading on a
national securities exchange, it is possible that an active trading market may
not be maintained.
. Trading of a fund's ETF Shares on an exchange may be halted if the exchange
officials deem such action appropriate, if the shares are delisted from the
listing exchange, or if the activation of marketwide "circuit breakers" (which
are tied to large decreases in stock prices) halts stock trading generally.
54
Fees and Expenses
When you buy and sell ETF Shares through a brokerage firm, you will pay whatever
commissions the firm charges. You also will incur the cost of the "bid-asked
spread," which is the difference between the price a dealer will pay for a
security and the somewhat higher price at which the dealer will sell the same
security. If you convert from conventional shares to ETF Shares, you will not
pay a brokerage commission or a bid-asked spread. However, Vanguard charges $50
for each conversion transaction, and your broker may impose its own conversion
fees as well.
Account Services
Because you hold ETF Shares through a brokerage account, Vanguard will have no
record of your ownership unless you hold the shares through Vanguard Brokerage
Services/(R)/ (Vanguard Brokerage). Your broker will service your account. For
example, the broker will provide account statements, confirmations of your
purchases and sales of ETF Shares, and year-end tax information. The broker also
will be responsible for ensuring that you receive shareholder reports and other
communications from the fund whose ETF Shares you own. You will receive certain
services (e.g., dividend reinvestment and average-cost information) only if your
broker offers those services.
Conversion Privilege
Owners of conventional shares issued by the Funds may convert those shares into
ETF Shares of equivalent value of the same fund. Please note that investors who
own conventional shares through a 401(k) plan or other employer-sponsored
retirement or benefit plan may not convert those shares into ETF Shares.
Vanguard imposes a $50 charge on conversion transactions and reserves the right,
in the future, to raise or lower the fee and to limit or terminate the
conversion privilege. Your broker may charge an additional fee to process a
conversion. ETF Shares, whether acquired through a conversion or purchased on
the open market, cannot be converted into conventional shares of the same Fund.
Similarly, ETF Shares of one fund cannot be exchanged for ETF Shares of another
fund.
55
Unless you are an Authorized Participant, you must hold ETF Shares in a
brokerage account. Thus, before converting conventional shares into ETF Shares,
you must have an existing, or open a new, brokerage account. To initiate a
conversion of conventional shares into ETF Shares, please contact your broker.
Please note that upon converting your conventional mutual fund shares to ETF
Shares, you will need to select a cost-basis method of accounting for your ETF
Shares. Options for your cost-basis method will depend on your historical
transaction activity in the conventional shares. Prior to conversion, please
consult your tax advisor to identify your options and select a method. You
should also contact your broker to ensure that the method you choose is offered
by your particular brokerage firm.
Converting conventional shares into ETF Shares generally is accomplished as
follows. First, after your broker notifies Vanguard of your request to convert,
Vanguard will transfer your conventional shares from your account to the
broker's omnibus account with Vanguard (an account maintained by the broker on
behalf of all its customers who hold conventional Vanguard fund shares through
the broker). After the transfer, Vanguard's records will reflect your broker,
not you, as the owner of the shares. Next, your broker will instruct Vanguard to
convert the appropriate number or dollar amount of conventional shares in its
omnibus account into ETF Shares of equivalent value, based on the respective net
asset values of the two share classes.
Your Fund's transfer agent will reflect ownership of all ETF Shares in the name
of the Depository Trust Company (DTC). The DTC will keep track of which ETF
Shares belong to your broker, and your broker, in turn, will keep track of which
ETF Shares belong to you.
Because the DTC is unable to handle fractional shares, only whole shares will be
converted. For example, if you owned 300.250 conventional shares, and this was
equivalent in value to 90.750 ETF Shares, the DTC account would receive 90 ETF
Shares. Conventional shares worth 0.750 ETF Shares (in this example, that would
be 2.481 conventional shares) would remain in the broker's omnibus account with
Vanguard. Your broker then could either (1) credit your account with 0.750 ETF
Shares rather than 2.481 conventional shares, or (2) redeem the 2.481
conventional shares at net asset value, in which case you would receive cash in
place of those shares. If your broker chooses to redeem your conventional
shares, you will realize a gain or loss on the redemption that must be reported
on your tax return (unless you hold the shares in an IRA or other tax-deferred
account). Please consult your broker for information on how it will handle the
conversion process, including whether it will impose a fee to process a
conversion.
56
If you convert your conventional shares to ETF Shares through Vanguard
Brokerage,
all conventional shares for which you request conversion will be converted into
ETF Shares of equivalent value. Because no fractional shares will have to be
sold, the transaction will be 100% tax-free. Vanguard Brokerage does not impose
a conversion fee over and above the fee imposed by Vanguard.
Here are some important points to keep in mind when converting conventional
shares of a Vanguard fund into ETF Shares:
. The conversion transaction is nontaxable except, as applicable, to the limited
extent as previously described.
. The conversion process can take anywhere from several days to several weeks,
depending on your broker. Vanguard generally will process conversion requests
either on the day they are received or on the next business day. Vanguard
imposes conversion blackout windows around the dates when a fund with ETF Shares
declares dividends. This is necessary to prevent a shareholder from collecting a
dividend from both the conventional share class currently held and also from the
ETF share class into which the shares will be converted.
. Until the conversion process is complete, you will remain fully invested in a
fund's conventional shares, and your investment will increase or decrease in
value in tandem with the net asset value of those shares.
. During the conversion process, you will be able to liquidate all or part of
your investment by instructing Vanguard or your broker (depending on who
maintains records of your share ownership) to redeem your conventional shares.
After the conversion process is complete, you will be able to liquidate all or
part of your investment by instructing your broker to sell your ETF Shares.
57
GLOSSARY OF INVESTMENT TERMS
Active Management. An investment approach that seeks to exceed the average
returns of the financial markets. Active managers rely on research, market
forecasts, and their own judgment and experience in selecting securities to buy
and sell.
Capital Gains Distribution. Payment to mutual fund shareholders of gains
realized on securities that a fund has sold at a profit, minus any realized
losses.
Cash Investments. Cash deposits, short-term bank deposits, and money market
instruments that include U.S. Treasury bills and notes, bank certificates of
deposit (CDs), repurchase agreements, commercial paper, and banker's
acceptances.
Circuit Breaker. A rule that requires a halt in trading in the U.S. stock
markets for a specific period of time when the Dow Jones Industrial Average
declines by a specified percentage during the course of a trading day.
Common Stock. A security representing ownership rights in a corporation. A
stockholder is entitled to share in the company's profits, some of which may be
paid out as dividends.
Country/Regional Risk. The chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of securities issued by companies in foreign countries or regions. Because
a fund may invest a large portion of its assets in securities of companies
located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country risk is especially high in emerging markets.
Currency Risk. The chance that the value of a foreign investment, measured in
U.S. dollars, will decrease because of unfavorable changes in currency exchange
rates.
Dividend Distribution. Payment to mutual fund shareholders of income from
interest or dividends generated by a fund's investments.
ETF Shares. A class of exchange-traded shares issued by certain Vanguard mutual
funds. ETF Shares can be bought and sold continuously throughout the day at
market prices.
Expense Ratio. The percentage of a fund's average net assets used to pay its
expenses during a fiscal year. The expense ratio includes management
expenses--such as advisory fees, account maintenance, reporting, accounting,
legal, and other administrative expenses--and any 12b-1 distribution fees. It
does not include the transaction costs of buying and selling portfolio
securities.
Inception Date. The date on which the assets of a fund (or one of its share
classes) are first invested in accordance with the fund's investment objective.
For funds with a subscription period, the inception date is the day after that
period ends. Investment performance is measured from the inception date.
58
Index. An unmanaged group of securities whose overall performance is used as a
standard to measure the investment performance of a particular market.
International Stock Fund. A mutual fund that invests in the stocks of companies
located outside the United States.
Investment Advisor. An organization that is responsible for making the
day-to-day decisions regarding a fund's investments.
Median Market Cap. An indicator of the size of companies in which a fund
invests; the midpoint of market capitalization (market price x shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested in each stock. Stocks representing half of the fund's assets have
market capitalizations above the median, and the rest are below it.
Mutual Fund. An investment company that pools the money of many people and
invests it in a variety of securities in an effort to achieve a specific
objective over time.
Net Asset Value (NAV). The market value of a mutual fund's total assets, minus
liabilities, divided by the number of shares outstanding. The value of a single
share is also called its share value or share price.
Passive Management. A low-cost investment strategy in which a mutual fund
attempts to track--rather than outperform--a specified market benchmark or
"index"; also known as indexing.
Securities. Stocks, bonds, money market instruments, and other investment
vehicles.
Total Return. A percentage change, over a specified time period, in a mutual
fund's net asset value, assuming the reinvestment of all distributions of
dividends and
capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The
greater a fund's volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
59
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[Vanguard Ship Logo/R/]
Institutional Division
P.O. Box 2900
Valley Forge, PA 19482-2900
CONNECT WITH VANGUARD/(R)/ > www.vanguard.com
For More Information
If you would like more information about Vanguard International Stock Index
Funds, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds' investments is available in the Funds'
annual and semiannual reports to shareholders. In the annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Funds' performance during its last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the Funds.
The current annual and semiannual reports and the SAI are incorporated by
reference into (and are thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or
to request additional information about the Funds or other Vanguard funds,
please visit www.vanguard.com or contact us as follows:
If you are an individual investor:
The Vanguard Group
Investor Information Department
P.O. Box 2900
Valley Forge, PA 19482-2900
Telephone: 800-662-7447 (SHIP); Text telephone for people with hearing
impairment: 800-952-3335
If you are a client of Vanguard's Institutional Division:
The Vanguard Group
Institutional Investor Information Department
P.O. Box 2900
Valley Forge, PA 19482-2900
Telephone: 888-809-8102; Text telephone for
people with hearing impairment: 800-952-3335
If you are a current Vanguard shareholder and would like information about your
account, account transactions, and/or account statements, please call:
Client Services Department
Telephone: 800-662-2739 (CREW); Text telephone for people with hearing
impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Fund (including the SAI) at the
SEC's Public Reference Room in Washington, DC. To find out more about this
public service, call the SEC at 202-551-8090. Reports and other information
about the Funds are also available in the EDGAR database on the SEC's Internet
site at www.sec.gov, or you can receive copies of this information, for a fee,
by electronic request at the following e-mail address: publicinfo@sec.gov, or by
writing the Public Reference Section, Securities and Exchange Commission,
Washington, DC 20549-0102.
Funds' Investment Company Act file number: 811-5972
(C) 2008 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
P1353 082008
Vanguard/(R)/ International Stock Index Funds
> Prospectus
Institutional Shares
August 29, 2008
[Vanguard Ship Logo/R/]
Vanguard European Stock Index Fund
Vanguard Pacific Stock Index Fund
Vanguard Emerging Markets Stock Index Fund
[Indexed to MSCI/R/]
This prospectus contains financial data for the Funds through the fiscal period
ended April 30, 2008.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
Contents
----------------------------------------------------------------------------------------
Vanguard Fund Profiles 1 Investing With Vanguard 33
----------------------------------------------------------------------------------------
European Stock Index Fund 1 Purchasing Shares 33
----------------------------------------------------------------------------------------
Pacific Stock Index Fund 5 Converting Shares 36
----------------------------------------------------------------------------------------
Emerging Markets Stock Index Fund 9 Redeeming Shares 37
----------------------------------------------------------------------------------------
Investing in Index Funds 13 Exchanging Shares 41
----------------------------------------------------------------------------------------
More on the Funds 14 Frequent-Trading Limits 42
----------------------------------------------------------------------------------------
The Funds and Vanguard 23 Other Rules You Should Know 44
----------------------------------------------------------------------------------------
Investment Advisor 24 Fund and Account Updates 47
----------------------------------------------------------------------------------------
Dividends, Capital Gains, and Taxes 25 Contacting Vanguard 49
----------------------------------------------------------------------------------------
Share Price 27 ETF Shares 51
----------------------------------------------------------------------------------------
Financial Highlights 29 Glossary of Investment Terms 56
----------------------------------------------------------------------------------------
|
Why Reading This Prospectus Is Important
This prospectus explains the investment objective, policies, strategies, and
risks associated with each Fund. To highlight terms and concepts important to
mutual fund investors, we have provided Plain Talk/(R)/ explanations along the
way. Reading the prospectus will help you decide whether a Fund is the right
investment for you. We suggest that you keep this prospectus for future
reference.
Share Class Overview
This prospectus offers the Funds' Institutional Shares, which are generally for
investors who do not require special employee benefit plan services and who
invest a minimum of $5 million. A separate prospectus offers the Funds' Investor
Shares for the Funds, which have an investment minimum of $3,000, as well as
Admiral(TM) Shares, which have a minimum of $100,000. Another prospectus offers
Signal(TM) Shares, which are generally for institutional clients who invest at
least $1 million and meet other eligibility requirements. In addition, each Fund
issues an exchange-traded class of shares (ETF Shares), which are also offered
through a separate prospectus. A brief description of ETF Shares and how to
convert into them appears on pages 51 to 55 of this prospectus.
The Funds' separate share classes have different expenses; as a result, their
investment performances will differ.
An investment in a Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Company or any other government
agency.
FUND PROFILE--VANGUARD EUROPEAN STOCK INDEX FUND
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks issued by companies located in the major markets of
Europe.
Primary Investment Strategies
The Fund employs a "passive management"--or indexing--investment approach by
investing all, or substantially all, of its assets in the common stocks included
in the Morgan Stanley Capital International/(R)/ (MSCI/(R)/) Europe Index. The
MSCI Europe Index is made up of approximately xxx common stocks of companies
located in xx European countries--mostly companies in the United Kingdom,
France, Germany, and Switzerland (which made up xx%, xx%, xx%, and xx%,
respectively, of the Index's market capitalization, as of April 30, 2008). Other
countries represented in the Index include Austria, Belgium, Denmark, Finland,
Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, and Sweden.
For additional information on the Fund's investment strategies, please see More
on the Funds.
Primary Risk
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/Regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. The Index's, and therefore the Fund's, heavy exposure to four countries
(the United Kingdom, France, Germany, and Switzerland) subjects the Fund to a
higher degree of country risk than that of more geographically diversified
international funds.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
Performance/Risk Information
The following bar chart and table are intended to help you understand the risks
of investing in the Fund. The bar chart shows how the performance of the Fund's
Institutional Shares has varied from one calendar year to another over the
periods shown. The table shows how the average annual total returns of the
Institutional Shares compare with those of the Fund's target index. Keep in mind
that the Fund's
1
past performance (before and after taxes) does not indicate how the Fund will
perform in the future.
Annual Total Returns--Institutional Shares/1/
-------------------------------------------------------------------------------
[Bar Chart Range: 80% to -40%]
2001 -20.22%
2002 -17.82
2003 38.89
2004 21.05
2005 9.44
2006 33.64
2007 13.96
-------------------------------------------------------------------------------
1 The year-to-date return as of the most recent calendar quarter, which ended
June 30, 2008, was x.xx%.
|
During the periods shown in the bar chart, the highest return for a calendar
quarter was 22.28% (quarter ended June 30, 2003), and the lowest return for a
quarter was -22.87% (quarter ended September 30, 2002).
Average Annual Total Returns for Periods Ended December 31, 2007
Since
1 Year 5 Years Inception/1/
--------------------------------------------------------------------------------------------
Vanguard European Stock Index Fund Institutional Shares
--------------------------------------------------------------------------------------------
Return Before Taxes 13.96% 22.89% 7.88%
--------------------------------------------------------------------------------------------
Return After Taxes on Distributions 13.43 22.37 7.26
--------------------------------------------------------------------------------------------
Return After Taxes on Distributions and Sale of Fund Shares 9.77 20.26 6.58
--------------------------------------------------------------------------------------------
MSCI Europe Index(2)
(reflects no deduction for fees or expenses) 13.86% 22.78% 7.80%
--------------------------------------------------------------------------------------------
1 Since-inception returns are from May 15, 2000--the inception date of the
Institutional Shares--through December 31, 2007.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
|
Note on after-tax returns. Actual after-tax returns depend on your tax
situation and may differ from those shown in the preceding table. When after-tax
returns are calculated, it is assumed that the shareholder was in the highest
federal marginal income tax bracket at the time of each distribution of income
or capital gains or upon redemption. State and local income taxes are not
reflected in the calculations. Please note that after-tax returns will differ
for each share class in an amount approximately equal to the difference in
expense ratios. After-tax returns are not relevant for a
2
shareholder who holds fund shares in a tax-deferred account, such as an
individual retirement account or a 401(k) plan. Also, figures captioned Return
After Taxes on Distributions and Sale of Fund Shares will be higher than other
figures for the same period if a capital loss occurs upon redemption and results
in an assumed tax deduction for the shareholder.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold Institutional Shares of the Fund. As is the case with all mutual funds,
transaction costs incurred by the Fund for buying and selling securities are not
reflected in the table. However, these costs are reflected in the investment
performance figures included in this prospectus. The expenses shown under Annual
Fund Operating Expenses are based on those incurred in the fiscal year ended
October 31, 2007.
Shareholder Fees
(Fees paid directly from your investment)
---------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None
---------------------------------------------------------------------------
Purchase Fee None
---------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None
---------------------------------------------------------------------------
Redemption Fee 2%/1/
---------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses deducted from the Fund's assets)
---------------------------------------------------------------------------
Management Expenses 0.04%
---------------------------------------------------------------------------
12b-1 Distribution Fee None
---------------------------------------------------------------------------
Other Expenses 0.05%
---------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.09%
---------------------------------------------------------------------------
1 The 2% fee applies to shares redeemed within two months of purchase by
selling or by exchanging to another fund. The fee is withheld from redemption
proceeds and retained by the Fund. Shares held for two months or more are not
subject to the 2% fee.
|
3
The following example is intended to help you compare the cost of investing in
the Fund's Institutional Shares with the cost of investing in other mutual
funds. It illustrates the hypothetical expenses that you would incur over
various periods if you invest $10,000 in the Fund's shares. This example assumes
that the Shares provide a return of 5% a year and that operating expenses remain
the same. The results apply whether or not you redeem your investment at the end
of the given period.
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------
$9 $29 $51 $115
--------------------------------------------------------
|
This example should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
Additional Information
As of April 30, 2008
-----------------------------------------------------------------------------------------------
Net Assets (all share classes) $xx billion
-----------------------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa., since inception
-----------------------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
-----------------------------------------------------------------------------------------------
Inception Date Investor Shares--June 18, 1990
Institutional Shares--May 15, 2000
-----------------------------------------------------------------------------------------------
Newspaper Abbreviation EuroInst
-----------------------------------------------------------------------------------------------
Vanguard Fund Number 235
-----------------------------------------------------------------------------------------------
CUSIP Number 922042502
-----------------------------------------------------------------------------------------------
Ticker Symbol VESIX
-----------------------------------------------------------------------------------------------
|
4
FUND PROFILE--VANGUARD PACIFIC STOCK INDEX FUND
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks issued by companies located in the major markets of
the Pacific region.
Primary Investment Strategies
The Fund employs a "passive management"--or indexing--investment approach by
investing all, or substantially all, of its assets in the common stocks included
in the MSCI Pacific Index. The MSCI Pacific Index consists of approximately xxx
common stocks of companies located in Japan, Australia, Hong Kong, Singapore,
and New Zealand. (As of April 30, 2008, Japan and Australia made up xx% and xx%,
respectively, of the Index's market capitalization.) For additional information
on the Fund's investment strategies, please see More on the Funds.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/Regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. The Index's, and therefore the Fund's, heavy exposure to Japan and
Australia subjects the Fund to a higher degree of country risk than that of more
geographically diversified international funds.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
Performance/Risk Information
The following bar chart and table are intended to help you understand the risks
of investing in the Fund. The bar chart shows how the performance of the Fund's
Institutional Shares has varied from one calendar year to another over the
periods shown. The table shows how the average annual total returns of the
Institutional Shares compare with those of the Fund's target index. Keep in mind
that the Fund's past performance (before and after taxes) does not indicate how
the Fund will perform in the future.
5
Annual Total Returns--Institutional Shares/1/
-------------------------------------------------------------------------------
[Bar Chart Range: 80% to -40%]
2001 -26.27%
2002 -9.19
2003 38.65
2004 19.00
2005 22.87
2006 12.21
2007 4.81
-------------------------------------------------------------------------------
1 The year-to-date return as of the most recent calendar quarter, which ended
June 30, 2008, was x.xx%.
|
During the periods shown in the bar chart, the highest return for a calendar
quarter was 18.72% (quarter ended September 30, 2003), and the lowest return for
a quarter was -18.25% (quarter ended September 30, 2001).
Average Annual Total Returns for Periods Ended December 31, 2007
Since
1 Year 5 Years Inception/1/
--------------------------------------------------------------------------------------------
Vanguard Pacific Stock Index Fund Institutional Shares
--------------------------------------------------------------------------------------------
Return Before Taxes 4.81% 18.98% 3.56%
--------------------------------------------------------------------------------------------
Return After Taxes on Distributions 4.28 18.51 3.15
--------------------------------------------------------------------------------------------
Return After Taxes on Distributions and Sale of Fund Shares 3.49 16.65 2.87
--------------------------------------------------------------------------------------------
MSCI Pacific Index(2)
(reflects no deduction for fees or expenses) 5.30% 19.01% 3.73%
--------------------------------------------------------------------------------------------
1 Since-inception returns are from May 15, 2000--the inception date of the
Institutional Shares--through December 31, 2007.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
|
Note on after-tax returns. Actual after-tax returns depend on your tax
situation and may differ from those shown in the preceding table. When after-tax
returns are calculated, it is assumed that the shareholder was in the highest
federal marginal income tax bracket at the time of each distribution of income
or capital gains or upon redemption. State and local income taxes are not
reflected in the calculations. Please note that after-tax returns will differ
for each share classes in an amount approximately equal to the difference in
expense ratios. After-tax returns are not relevant for a shareholder who holds
fund shares in a tax-deferred account, such as an individual retirement account
or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions
and Sale of Fund Shares will be higher than other figures for the same
6
period if a capital loss occurs upon redemption and results in an assumed tax
deduction for the shareholder.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold Institutional Shares of the Fund. As is the case with all mutual funds,
transaction costs incurred by the Fund for buying and selling securities are not
reflected in the table. However, these costs are reflected in the investment
performance figures included in this prospectus. The expenses shown under Annual
Fund Operating Expenses are based on those incurred in the fiscal year ended
October 31, 2007.
Shareholder Fees
(Fees paid directly from your investment)
-----------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None
-----------------------------------------------------------------------------
Purchase Fee None
-----------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None
-----------------------------------------------------------------------------
Redemption Fee 2%/1/
-----------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses deducted from the Fund's assets)
-----------------------------------------------------------------------------
Management Expenses 0.05%
-----------------------------------------------------------------------------
12b-1 Distribution Fee None
-----------------------------------------------------------------------------
Other Expenses 0.04%
-----------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.09%
-----------------------------------------------------------------------------
1 The 2% fee applies to shares redeemed within two months of purchase by
selling or by exchanging to another fund. The fee is withheld from redemption
proceeds and retained by the Fund. Shares held for two months or more are not
subject to the 2% fee.
|
The following example is intended to help you compare the cost of investing in
the Fund's Institutional Shares with the cost of investing in other mutual
funds. It illustrates the hypothetical expenses that you would incur over
various periods if you invest $10,000 in the Fund's shares. This example assumes
that the Shares provide a return of 5% a year and that operating expenses remain
the same. The results apply whether or not you redeem your investment at the end
of the given period.
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------
$9 $29 $51 $115
--------------------------------------------------------
|
7
This example should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
Additional Information
As of April 30, 2008
-------------------------------------------------------------------------------
Net Assets (all share classes) $xx billion
-------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa.,
since inception
-------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
-------------------------------------------------------------------------------
Inception Date Investor Shares--June 18, 1990
Institutional Shares--May 15, 2000
-------------------------------------------------------------------------------
Newspaper Abbreviation PacInst
-------------------------------------------------------------------------------
Vanguard Fund Number 237
-------------------------------------------------------------------------------
CUSIP Number 922042403
-------------------------------------------------------------------------------
Ticker Symbol VPKIX
-------------------------------------------------------------------------------
|
8
FUND PROFILE--VANGUARD EMERGING MARKETS STOCK INDEX FUND
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks issued by companies located in emerging market
countries.
Primary Investment Strategies
The Fund employs a "passive management"--or indexing--investment approach by
investing substantially all (normally about 95%) of its assets in the common
stocks included in the MSCI Emerging Markets Index, while employing a form of
sampling to reduce risk. The MSCI Emerging Markets Index includes approximately
xxx common stocks of companies located in emerging markets around the world. As
of April 30, 2008, the largest markets covered in the Index were China, South
Korea, Brazil, Taiwan, and Russia (which made up xx%, xx%, xx%, xx%, and xx%,
respectively, of the Index's market capitalization). For additional information
on the Fund's investment strategies, please see More on the Funds.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/Regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. Country/regional risk is especially high in emerging markets. The
Index's, and therefore the Fund's, heavy exposure to China, South Korea, Brazil,
Taiwan, and Russia subjects the Fund to a higher degree of country risk than
that of more geographically diversified international funds.
. Emerging markets risk, which is the chance that the emerging markets will be
substantially more volatile, and substantially less liquid, than the more
developed foreign markets.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
Performance/Risk Information
The following bar chart and table are intended to help you understand the risks
of investing in the Fund. The bar chart shows how the performance of the Fund's
Institutional Shares (including operating expenses but excluding shareholder
fees) has
9
varied from one calendar year to another over the periods shown. The table shows
how the average annual total returns of the Institutional Shares (including
operating expenses and any applicable shareholder fees) compare with those of
the Fund's target index and another comparative index. Keep in mind that the
Fund's past performance (before and after taxes) does not indicate how the Fund
will perform in the future.
Annual Total Returns--Institutional Shares/1/
-------------------------------------------------------------------------------
[Bar Chart Range: 80% to -40%]
2001 -2.74%
2002 -7.28
2003 57.97
2004 26.24
2005 32.35
2006 29.57
2007 39.15
-------------------------------------------------------------------------------
1 The year-to-date return as of the most recent calendar quarter, which ended
June 30, 2008, was x.xx%. If applicable shareholder fees were reflected,
returns would be less than those shown.
|
During the periods shown in the bar chart, the highest return for a calendar
quarter was 25.53% (quarter ended December 31, 2001), and the lowest return for
a quarter was -21.92% (quarter ended September 30, 2001).
Average Annual Total Returns for Periods Ended December 31, 2007
Since
1 Year 5 Years Inception/1/
-----------------------------------------------------------------------------------------------------
Vanguard Emerging Markets Stock Index Fund Institutional Shares
-----------------------------------------------------------------------------------------------------
Return Before Taxes 37.78% 36.35% 17.89%
-----------------------------------------------------------------------------------------------------
Return After Taxes on Distributions 37.34 36.01 17.33
-----------------------------------------------------------------------------------------------------
Return After Taxes on Distributions and Sale of Fund Shares 25.03 32.85 15.76
-----------------------------------------------------------------------------------------------------
Comparative Indexes
(reflect no deduction for fees or expenses)
-----------------------------------------------------------------------------------------------------
MSCI Emerging Markets Index 2 39.39% 37.02% --
-----------------------------------------------------------------------------------------------------
Spliced Emerging Markets Index(3) 39.39 37.04 18.30%
-----------------------------------------------------------------------------------------------------
1 Since-inception returns are from June 22, 2000--the inception date of the
Institutional Shares--through December 31, 2007.
2 Index returns are adjusted for withholding applicable to Luxembourg holding
companies.
3 The Spliced Emerging Markets Index consists of the Select Emerging Markets
Index through August 23, 2006, and the MSCI Emerging Markets Index
thereafter.
|
10
Note on after-tax returns. Actual after-tax returns depend on your tax
situation and may differ from those shown in the preceding table. When after-tax
returns are calculated, it is assumed that the shareholder was in the highest
federal marginal income tax bracket at the time of each distribution of income
or capital gains or upon redemption. State and local income taxes are not
reflected in the calculations. Please note that after-tax returns will differ
for each share classes in an amount approximately equal to the difference in
expense ratios. After-tax returns are not relevant for a shareholder who holds
fund shares in a tax-deferred account, such as an individual retirement account
or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions
and Sale of Fund Shares will be higher than other figures for the same period if
a capital loss occurs upon redemption and results in an assumed tax deduction
for the shareholder.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold Institutional Shares of the Fund. As is the case with all mutual funds,
transaction costs incurred by the Fund for buying and selling securities are not
reflected in the table. However, these costs are reflected in the investment
performance figures included in this prospectus. The expenses shown under Annual
Fund Operating Expenses are based on those incurred in the fiscal year ended
October 31, 2007.
Shareholder Fees
(Fees paid directly from your investment)
---------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None
---------------------------------------------------------------------------------
Purchase Fee 0.25%/1/
---------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None
---------------------------------------------------------------------------------
Redemption Fee 0.25%/2/
---------------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses deducted directly from the Fund's assets)
---------------------------------------------------------------------------------
Management Expenses 0.09%
---------------------------------------------------------------------------------
12b-1 Distribution Fee None
---------------------------------------------------------------------------------
Other Expenses 0.11%
---------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.20%
---------------------------------------------------------------------------------
1 The purchase fee is deducted from all purchases (including exchanges from
other Vanguard funds) but not from reinvested dividends and capital gains.
2 The 0.25% fee applies to shares redeemed by selling or by exchanging to
another fund. The fee is withheld from redemption proceeds and retained by
the Fund.
|
11
The following examples are intended to help you compare the cost of investing in
the Fund's Institutional Shares with the cost of investing in other mutual
funds. They illustrate the hypothetical expenses that you would incur over
various periods if you invest $10,000 in the Fund's shares. The first example
assumes that the Shares provide a return of 5% a year, that operating expenses
remain the same, and that you redeem your shares at the end of the given period.
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------
$72 $118 $169 $319
----------------------------------------------------------
|
You would pay the following expenses if you did not redeem your shares (the
difference being that the Fund's 0.25% redemption fee would not apply to any of
the following periods, as it would to those in the preceding example):
1 Year 3 Years 5 Years 10 Years
----------------------------------------------------------
$45 $89 $137 $280
----------------------------------------------------------
|
These examples should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
Additional Information
As of April 30, 2008
-------------------------------------------------------------------------------
Net Assets (all share classes) $xx billion
-------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa.,
since inception
-------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
-------------------------------------------------------------------------------
Inception Date Investor Shares--May 4, 1994
Institutional Shares--June 22, 2000
-------------------------------------------------------------------------------
Newspaper Abbreviation EmergInst
-------------------------------------------------------------------------------
Vanguard Fund Number 239
-------------------------------------------------------------------------------
CUSIP Number 922042601
-------------------------------------------------------------------------------
Ticker Symbol VEMIX
-------------------------------------------------------------------------------
|
12
INVESTING IN INDEX FUNDS
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified
market benchmark, or "index." An index is an unmanaged group of securities whose
overall performance is used as a standard to measure the investment performance
of a particular market. There are many types of indexes. Some represent entire
markets--such as the U.S. stock market or the U.S. bond market. Other indexes
cover market segments--such as small-capitalization stocks or short-term bonds.
An index fund holds all, or a representative sample, of the securities that make
up its target index. Index funds attempt to mirror the performance of the target
index, for better or worse. However, an index fund does not always perform
exactly like its target index. For example, like all mutual funds, index funds
have operating expenses and transaction costs. Market indexes do not, and
therefore will usually have a slight performance advantage over funds that track
them.
13
MORE ON THE FUNDS
This prospectus describes the primary risks you would face as a Fund
shareholder. It is important to keep in mind one of the main axioms of
investing: The higher the risk of losing money, the higher the potential reward.
The reverse, also, is generally true: The lower the risk, the lower the
potential reward. As you consider an investment in any mutual fund, you should
take into account your personal tolerance for fluctuations in the securities
markets. Look for this [FLAG] symbol throughout the prospectus. It is used to
mark detailed information about the more significant risks that you would
confront as a Fund shareholder.
The following sections explain the primary investment strategies and policies
that each Fund uses in pursuit of its objective. The Fund's board of trustees,
which oversees the Fund's management, may change investment strategies or
policies in the interest of shareholders without a shareholder vote, unless
those strategies or policies are designated as fundamental. Under normal
circumstances, each Fund will invest at least 80% of its assets in the types of
stocks indicated by its name. A Fund may change its 80% policy or indexing
strategy only upon 60 days' notice to shareholders. Note that each Fund's
investment objective is not fundamental and may be changed without a shareholder
vote.
Advantages of Index Funds
Index funds typically have the following characteristics:
. Variety of investments. Most Vanguard index funds generally invest in the
securities of a wide variety of companies and industries.
. Relative performance consistency. Because they seek to track market
benchmarks, index funds usually do not perform dramatically better or worse than
their benchmarks.
. Low cost. Index funds are inexpensive to run compared with actively managed
funds. They have low or no research costs and typically keep trading
activity--and thus brokerage commissions and other transaction costs--to a
minimum.
Compared with actively managed funds, most index funds have lower turnover rates
and lower capital gains distributions. However, from time to time, some index
funds may pay out higher-than-expected taxable distributions. That's because
index funds must adjust their holdings to reflect changes in their target
indexes. In some cases, such changes may force an index fund to sell securities
that have appreciated in value, thereby realizing a capital gain that must be
distributed to shareholders. A security may move out of an index for a number of
reasons, including a merger or acquisition, or a substantial change in the
market capitalization of the issuer. Generally, these changes tend to occur more
frequently with small and medium-size companies than they do with large,
well-established companies.
14
Indexing Methods
In seeking to track a particular index, a fund generally uses one of the
following methods to select the securities in which it invests.
Replication method. Many stock funds use the replication method of indexing.
This means that a fund holds each security found in its target index in
approximately the same proportion as represented in the index itself. For
example, if 5% of the Standard & Poor's 500 Index were made up of the stock of a
specific company, a fund tracking that index would invest approximately 5% of
its assets in that company. Vanguard European Stock Index Fund and Vanguard
Pacific Stock Index Fund employ this method of indexing.
Sampling method. Because it would be expensive and inefficient to buy and sell
all securities held in certain indexes (the Dow Jones Wilshire 5000 Composite
Index, for example, included 4,870 separate stocks as of April 30, 2008), many
funds tracking these larger indexes use a "sampling" technique. Using
sophisticated computer programs, a fund selects, from the target index, a
representative sample of securities that will resemble the full target index in
terms of key risk factors and other characteristics. For stock funds, these
factors include industry weightings, country weightings, market capitalization,
and other financial characteristics of stocks.
For certain stock index funds, the advisor seeks to reduce risk by using a
different form of sampling--determining whether or not to invest in certain
securities based on an analysis of several factors, which vary from fund to
fund. Vanguard Emerging Markets Stock Index Fund employs this method of
indexing.
Market Exposure
To track their target indexes as closely as possible, the Funds attempt to
remain fully invested in the foreign stocks included in their particular
indexes.
Plain Talk About International Investing
U.S. investors who invest abroad will encounter risks not typically
associated with U.S. companies, because foreign stock and bond markets
operate differently from the U.S. markets. For instance, foreign companies
are not subject to the same accounting, auditing, and financial-reporting
standards and practices as U.S. companies, and their stocks may not be as
liquid as those of similar U.S. firms. In addition, foreign stock exchanges,
brokers, and companies generally have less government supervision and
regulation than their counterparts in the United States. These factors, among
others, could negatively affect the returns U.S. investors receive from
foreign investments.
15
[FLAG]
Each Fund is subject to stock market risk, which is the chance that stock
prices overall will decline. Stock markets tend to move in cycles, with periods
of rising prices and periods of falling prices. In addition, investments in
foreign stock markets can be riskier than U.S. stock investments. The prices of
foreign stocks and the prices of U.S. stocks have, at times, moved in opposite
directions.
To illustrate the volatility of international stock prices, the following table
shows the best, worst, and average annual total returns for foreign stock
markets over various periods as measured by the Morgan Stanley Capital
International Europe, Australasia, Far East (MSCI EAFE) Index, a widely used
barometer of international market activity. (Total returns consist of dividend
income plus change in market price.) Note that the returns shown do not include
the costs of buying and selling stocks or other expenses that a real-world
investment portfolio would incur.
International Stock Market Returns
(1970-2007)
1 Year 5 Years 10 Years 20 Years
----------------------------------------------------
Best 69.4% 36.1% 22.0% 15.5%
----------------------------------------------------
Worst -23.4 -2.9 4.0 7.4
----------------------------------------------------
Average 12.9 11.1 11.6 12.3
----------------------------------------------------
|
The table covers all of the 1-, 5-, 10-, and 20-year periods from 1970 through
2007. These average returns reflect past performance of international stocks;
you should not regard them as an indication of future performance of either
foreign markets as a whole or the Funds in particular.
Note that the MSCI EAFE Index does not take into account returns for emerging
markets, which can be substantially more volatile, and substantially less
liquid, than the more developed markets included in the Index. In addition,
because the MSCI EAFE Index tracks the European and Pacific developed markets
collectively, the returns in the preceding table do not reflect the variability
of returns for these markets individually. To illustrate this variability, the
following table shows returns for different international markets--as well as
for the U.S. market for comparison--from 1998 through 2007, as measured by their
respective indexes.
16
Returns for Various Stock Markets/1/
European Pacific Emerging U.S.
Market/2/ Market/2/ Markets/2/ Market
-----------------------------------------------------------------------------------------------------
1998 28.53% 2.72% -25.34% 28.58%
-----------------------------------------------------------------------------------------------------
1999 15.89 56.65 66.41 21.04
-----------------------------------------------------------------------------------------------------
2000 -8.39 -25.78 -30.61 -9.10
-----------------------------------------------------------------------------------------------------
2001 -19.90 -25.40 -2.62 -11.89
-----------------------------------------------------------------------------------------------------
2002 -18.38 -9.29 -6.17 -22.10
-----------------------------------------------------------------------------------------------------
2003 38.54 38.48 55.82 28.68
-----------------------------------------------------------------------------------------------------
2004 20.88 18.98 25.55 10.88
-----------------------------------------------------------------------------------------------------
2005 9.42 22.64 34.00 4.91
-----------------------------------------------------------------------------------------------------
2006 33.72 12.20 32.17 15.79
-----------------------------------------------------------------------------------------------------
2007 13.86 5.30 39.39 5.49
-----------------------------------------------------------------------------------------------------
1 European market returns are measured by the MSCI Europe Index; Pacific market
returns are measured by the MSCI Pacific Index; emerging markets returns are
measured by the MSCI Emerging Markets Index; and U.S. market returns are
measured by the Standard & Poor's 500 Index.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
|
Keep in mind that these returns reflect past performance of the various indexes;
you should not consider them as an indication of future performance of the
indexes, or of the Funds in particular.
[FLAG]
The Fund is subject to country/regional risk and currency risk.
Country/regional risk is the chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of companies in a particular country or region. Because the Fund may
invest a large portion of its assets in securities of companies located in any
one country or region, its performance may be hurt disproportionately by the
poor performance of its investments in that area. Country/regional risk is
especially high in emerging markets. Currency risk is the chance that the value
of a foreign investment, measured in U.S. dollars, will decrease because of
unfavorable changes in currency exchange rates.
17
Plain Talk About Regional Versus Broad International Investing
Regional funds are international funds that invest in a particular
geographical region, such as Europe or the Pacific Basin. Because they
concentrate their holdings in a single region, these funds typically have
higher share-price volatility than broadly diversified international stock
funds (which, by investing in many different foreign markets, may offset
losses from one country with gains from another at any given time).
Security Selection
In seeking to track their target indexes, the Funds invest in portfolios of
foreign stocks selected in a manner that mirrors the weightings of their target
indexes.
European Stock Index Fund. The Fund invests in the common stocks included in
the MSCI Europe Index, which is made up of approximately xxx common stocks of
companies located in xx European countries. Four countries--the United Kingdom,
France, Germany, and Switzerland--dominate the Index. These four countries made
up xx%, xx%, xx%, and xx%, respectively, of the Index's market capitalization as
of April 30, 2008. The other xx countries--Austria, Belgium, Denmark, Finland,
Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, and
Sweden--are much less significant to the Index and, consequently, to the Fund.
The Fund's heavy exposure to just four countries subjects the Fund to a higher
degree of country risk than that of more geographically diversified
international funds. As of April 30, 2008, the Fund had an asset-weighted median
market capitalization of $xx billion.
Pacific Stock Index Fund. The Fund invests in the common stocks included in the
MSCI Pacific Index, which is made up of approximately xxx common stocks of
Pacific Basin companies. The Index is dominated by the Japanese and Australian
stock markets, which represented xx% and xx%, respectively, of the Index's
market capitalization as of April 30, 2008. The other three markets represented
in the Index are Hong Kong, Singapore, and New Zealand. The Fund's large
investment in the Japanese and Australian stock markets subjects the Fund to a
higher degree of country risk than that of more geographically diversified
international funds. As of April 30, 2008, the Fund had an asset-weighted median
market capitalization of $xx billion.
Emerging Markets Stock Index Fund. The Fund invests substantially all (normally
about 95%) of its assets in the common stocks included in the MSCI Emerging
Markets Index, which is made up of approximately xxx common stocks of companies
located in xx emerging markets of Europe, Asia, Africa, and Latin America. (The
depositary receipt for a common stock will be considered to be a common stock
for the purposes of meeting this percentage test.) Five countries--China, South
Korea, Brazil, Taiwan, and Russia--collectively represent a majority of the
Index, with xx%,
18
xx%, xx%, xx%, and xx%, respectively, of the Index's market capitalization as of
April 30, 2008. The other 20 countries are Argentina, Chile, Colombia, the Czech
Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Malaysia, Mexico,
Morocco, Pakistan, Peru, the Philippines, Poland, South Africa, Thailand, and
Turkey. The Fund's advisor employs a sampling technique, using its
discretion--based on an analysis that considers liquidity, repatriation of
capital, and entry barriers in various markets--to determine whether or not to
invest in particular securities.
Emerging markets can be substantially more volatile, and substantially less
liquid, than both U.S. and more developed foreign markets. In addition, the
smaller-capitalization stocks in which the Emerging Markets Stock Index Fund
typically invests often perform quite differently from the large-cap stocks that
dominate the overall stock market. Therefore, the Fund may expose investors to a
higher degree of volatility and illiquidity than funds that invest in more
developed markets. As of April 30, 2008, the MSCI Emerging Markets Index had an
asset-weighted median market capitalization of $xx billion.
Depositary Receipts. Each Fund, in most cases, will obtain economic exposure to
stocks of its target index (component securities) by investing directly in
common stocks. However, each Fund reserves the right to obtain economic exposure
to component securities indirectly by purchasing depositary receipts of the
component securities. Depositary receipts are securities that are listed on
exchanges or quoted in OTC markets in one country, but represent shares of
issuers domiciled in another country. Generally, a Fund would hold depositary
receipts only when the advisor believes that holding the depositary receipt,
rather than the underlying component security, would benefit the Fund. A Fund
might opt to hold depositary receipts if the foreign market in which a stock
trades does not provide adequate protection to the rights of foreign investors
or government regulators place restrictions on the free flow of capital or
currency. Each Fund treats depositary receipts that represent interests in
component securities as component securities for purposes of any requirements
related to the percentage of component securities held in the Fund's portfolio.
Other Investment Policies and Risks
Each Fund reserves the right to substitute a different index for the index it
currently tracks if the current index is discontinued, if the Fund's agreement
with the sponsor of its target index is terminated, or for any other reason
determined in good faith by the Fund's board of trustees. In any such instance,
the substitute index would measure the same market segment as the current index.
19
Each Fund may invest, to a limited extent, in stock futures and options
contracts, warrants, convertible securities, and swap agreements, all of which
are types of derivatives. Generally speaking, a derivative is a financial
contract whose value is based on the value of a financial asset (such as a
stock, bond, or currency), a physical asset (such as gold), or a market index
(such as the S&P 500 Index). Investments in derivatives may subject the Funds to
risks different from, and possibly greater than, those of underlying securities,
assets, or market indexes. The Funds will not use derivatives for speculation or
for the purpose of leveraging (magnifying) investment returns.
Each Fund may enter into forward foreign currency exchange contracts, which are
types of derivative contracts, in order to maintain the same currency exposure
as its respective index. A forward foreign currency exchange contract is an
agreement to buy or sell a country's currency at a specific price on a specific
date, usually 30, 60, or 90 days in the future. In other words, the contract
guarantees an exchange rate on a given date. These contracts, however, will not
prevent the Fund's securities from falling in value during foreign market
downswings. The Funds may use these contracts to gain currency exposure when
investing in stock index futures and to settle trades in a foreign currency.
Cash Management
Each Fund's daily cash balance may be invested in one or more Vanguard CMT
Funds, which are very low-cost money market funds. When investing in a Vanguard
CMT Fund, each Fund bears its proportionate share of the at-cost expenses of the
CMT Fund in which it invests.
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and
strategies when doing so is believed to be in the Fund's best interest, so long
as the alternative is consistent with the Fund's investment objective. For
instance, the Fund may invest beyond the normal limits in derivatives or ETFs
that are consistent with the Fund's objective when those instruments are more
favorably priced or provide needed liquidity, as might be the case when the Fund
receives large cash flows that it cannot prudently invest immediately.
Purchase and Redemption Fees
Vanguard Emerging Markets Stock Index Fund charges a 0.25% fee on purchases of
its shares, including shares that you purchase by exchange from another Vanguard
fund. Purchases that result from reinvested dividend or capital gains
distributions are not subject to the purchase fee. In addition, the Fund charges
a 0.25% fee on redemptions of its shares, including shares that you redeem by
exchanging to another Vanguard fund.
20
Vanguard European and Pacific Stock Index Funds charge a 2% redemption fee on
shares that you redeem before they have been held for two months. The 2% fee
applies if you redeem shares by selling or by exchanging to another Vanguard
fund. Shares you have held the longest will be redeemed first.
Unlike a sales charge or a load paid to a broker or a fund management company,
purchase and redemption fees are paid directly to the Fund to offset the costs
of buying and selling securities. The 2% redemption fee is designed to ensure
that short-term investors pay their share of the Fund's transaction costs and
that long-term investors do not subsidize the activities of short-term traders.
See the Fund Profiles and Investing With Vanguard for more information about
fees.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent
trading of mutual fund shares, such as market-timing. For funds holding foreign
securities, investors may try to take advantage of an anticipated difference
between the price of the fund's shares and price movements in overseas markets,
a practice also known as time-zone arbitrage. Investors also may try to engage
in frequent trading of funds holding investments such as small-cap stocks and
high-yield bonds. As money is shifted into and out of a fund by a shareholder
engaging in frequent trading, a fund incurs costs for buying and selling
securities, resulting in increased brokerage and administrative costs. These
costs are borne by all fund shareholders, including the long-term investors who
do not generate the costs. In addition, frequent trading may interfere with an
advisor's ability to efficiently manage the fund.
Policies to Address Frequent Trading. The Vanguard funds (other than money
market funds, short-term bond funds, and Vanguard ETF(TM) Shares) do not
knowingly accommodate frequent trading. The board of trustees of each Vanguard
fund has adopted policies and procedures reasonably designed to detect and
discourage frequent trading and, in some cases, to compensate the fund for the
costs associated with it. Although there is no assurance that Vanguard will be
able to detect or prevent frequent trading or market-timing in all
circumstances, the following policies have been adopted to address these issues:
. Each Vanguard fund reserves the right to reject any purchase
request--including exchanges from other Vanguard funds--without notice and
regardless of size. For example, a purchase request could be rejected if
Vanguard determines that such purchase may negatively affect a fund's operation
or performance or because of a history of frequent trading by the investor.
21
. Each Vanguard fund (other than money market funds, short-term bond funds, and
ETF Shares) generally prohibits, except as otherwise noted in the Investing With
Vanguard section, an investor's purchases or exchanges into a fund account for
60 calendar days after the investor has redeemed or exchanged out of that fund
account.
. Certain Vanguard funds charge shareholders purchase and/or redemption fees
on transactions.
See the Investing With Vanguard section of this prospectus for further details
on Vanguard's transaction policies.
Each fund (other than money market funds), in determining its net asset value,
will, when appropriate, use fair-value pricing, as described in the Share Price
section. Fair-value pricing may reduce or eliminate the profitability of certain
frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
Plain Talk About Costs of Investing
Costs are an important consideration in choosing a mutual fund. That's
because you, as a shareholder, pay the costs of operating a fund, plus any
transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses
can, over time, have a dramatic effect on a fund's performance.
Turnover Rate
Although the Funds normally seek to invest for the long term, each Fund may sell
securities regardless of how long they have been held. Generally, index-oriented
funds sell securities only in response to redemption requests or changes in the
composition of a target index. Because of this, the turnover rate for each Fund
has been very low. The Financial Highlights section of this prospectus shows
historical turnover rates for the Funds. A turnover rate of 100%, for example,
would mean that a Fund had sold and replaced securities valued at 100% of its
net assets within a one-year period. The average turnover rate for international
stock funds was xx%; for passively managed international stock funds, the
average turnover rate was approximately xx%, as reported by Morningstar, Inc.,
on April 30, 2008.
22
Plain Talk About Turnover Rate
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs, which are not included in the
fund's expense ratio, could affect the fund's future returns. In general, the
greater the volume of buying and selling by the fund, the greater the impact
that brokerage commissions and other transaction costs will have on its
return. Also, funds with high turnover rates may be more likely to generate
capital gains that must be distributed to shareholders as taxable income.
THE FUNDS AND VANGUARD
Each Fund is a member of The Vanguard Group, a family of 37 investment companies
with more than 150 funds holding assets in excess of $1.2 trillion. All of the
funds that are members of The Vanguard Group share in the expenses associated
with administrative services and business operations, such as personnel, office
space, equipment, and advertising.
Vanguard also provides marketing services to the funds. Although shareholders do
not pay sales commissions or 12b-1 distribution fees, each fund (or in the case
of a fund with multiple share classes, each share class of the fund) pays its
allocated share of The Vanguard Group's marketing costs.
Plain Talk About Vanguard's Unique Corporate Structure
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly
by the funds it oversees and thus indirectly by the shareholders in those
funds. Most other mutual funds are operated by management companies that may
be owned by one person, by a group of individuals, or by investors who own
the management company's stock. The management fees charged by these
companies include a profit component over and above the companies' cost of
providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds' expenses low.
23
INVESTMENT ADVISOR
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482,
which began operations in 1975, serves as advisor to the Funds through its
Quantitative Equity Group. As of April 30, 2008, Vanguard served as advisor for
approximately $1 trillion in assets. Vanguard manages the Funds on an at-cost
basis, subject to the supervision and oversight of the trustees and officers of
the Funds.
For the fiscal year ended April 30, 2008, the advisory expenses are as follows:
European Stock Index, 0.002%; Pacific Stock Index, 0.003%; and Emerging Markets
Stock Index, 0.003%. For the fiscal period ended April 30, 2008, the advisory
expenses represented an effective annual rate of 0.xx% of the Funds' average net
assets.
For a discussion of why the board of trustees approved each Fund's investment
advisory arrangement, see the most recent semiannual report to shareholders
covering the Funds' most recent fiscal period ended April 30.
George U. Sauter is Chief Investment Officer and Managing Director of Vanguard.
As Chief Investment Officer, he is responsible for the oversight of Vanguard's
Quantitative Equity and Fixed Income Groups. The investments managed by these
two groups include active quantitative equity funds, equity index funds, active
bond funds, index bond funds, stable value portfolios, and money market funds.
Since joining Vanguard in 1987, Mr. Sauter has been a key contributor to the
development of Vanguard's stock indexing and active quantitative equity
investment strategies. He received his A.B. in Economics from Dartmouth College
and an M.B.A. in Finance from the University
of Chicago.
Plain Talk About the Funds' Portfolio Managers
The managers primarily responsible for the day-to-day management of the
Funds are:
Duane F. Kelly, Principal of Vanguard. He has been with Vanguard since 1989,
has managed investment portfolios, including the European Stock Index Fund
since 1992; and has managed the Emerging Markets Stock Index Fund since 1994.
Education: B.S., LaSalle University.
Michael H. Buek, CFA, Principal of Vanguard. He has been with Vanguard since
1987; has managed investment portfolios since 1991; and has managed the
Pacific Stock Index Fund since 1997. Education: B.S., University of Vermont;
M.B.A., Villanova University.
24
The Statement of Additional Information provides information about each
portfolio manager's compensation, other accounts under management, and ownership
of securities in the Funds.
DIVIDENDS, CAPITAL GAINS, AND TAXES
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses) as well as any net capital gains realized from the
sale of its holdings. Distributions generally occur annually in December. You
can receive distributions of income or capital gains in cash, or you can have
them automatically reinvested in more shares of the Fund.
Plain Talk About Distributions
As a shareholder, you are entitled to your portion of a fund's income from
interest and dividends as well as gains from the 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. You receive the fund's earnings as either a
dividend or capital gains distribution.
25
Basic Tax Points
Vanguard will send you a statement each year showing the tax status of all your
distributions. In addition, investors in taxable accounts should be aware of the
following basic federal income tax points:
. Distributions are taxable to you, whether or not you reinvest these amounts in
additional Fund shares.
. Distributions declared in December--if paid to you by the end of January--are
taxable as if received in December.
. Any dividend and short-term capital gains distributions that you receive are
taxable to you as ordinary income. If you are an individual and meet certain
holding-period requirements with respect to your Fund shares, you may be
eligible for reduced federal tax rates on "qualified dividend income," if any,
distributed by the Fund.
. Any distributions of net long-term capital gains are taxable to you as
long-term capital gains, no matter how long you've owned shares in the Fund.
. Capital gains distributions may vary considerably from year to year as a
result of the Funds' normal investment activities and cash flows.
. A sale or exchange of Fund shares is a taxable event. This means that you may
have a capital gain to report as income, or a capital loss to report as a
deduction, when you complete your tax return.
. Any conversion between classes of shares of the same fund is a nontaxable
event. By contrast, an exchange between classes of shares of different funds is
a taxable event.
Dividend and capital gains distributions that you receive, as well as your gains
or losses from any sale or exchange of Fund shares, may be subject to state and
local income taxes.
Each Fund may be subject to foreign taxes or foreign tax withholding on
dividends, interest, and some capital gains that the Fund receives on foreign
securities. You may qualify for an offsetting credit or deduction under U.S. tax
laws for any amount designated as your portion of a Fund's foreign tax
obligations, provided that you meet certain requirements. See your tax advisor
or IRS publications for more information.
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable
distributions or redemptions from your account if you do not:
. Provide us with your correct taxpayer identification number;
. Certify that the taxpayer identification number is correct; and
. Confirm that you are not subject to backup withholding.
Similarly, Vanguard must withhold taxes from your account if the IRS instructs
us to do so.
26
Foreign investors. Vanguard funds generally are not sold outside the United
States, except to certain qualified investors. If you reside outside the United
States, please consult our website at www.vanguard.com and review "Non-U.S.
investors." Foreign investors should be aware that U.S. withholding and estate
taxes may apply to any investments in Vanguard funds.
Invalid addresses. If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest all future distributions until you provide us with a valid mailing
address.
Tax consequences. This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax advisor for detailed information about
a fund's tax consequences for you.
Plain Talk About "Buying a Dividend"
Unless you are investing through a tax-deferred retirement account (such as
an IRA), you should consider avoiding a purchase of fund shares shortly
before the fund makes a distribution, because doing so can cost you money in
taxes. This is known as "buying a dividend." For example: On December 15, you
invest $5,000, buying 250 shares for $20 each. If the fund pays a
distribution of $1 per share on December 16, its share price will drop to $19
(not counting market change). You still have only $5,000 (250 shares x $19 =
$4,750 in share value, plus 250 shares x $1 = $250 in distributions), but you
owe tax on the $250 distribution you received--even if you reinvest it in
more shares. To avoid "buying a dividend," check a fund's distribution
schedule before you invest.
SHARE PRICE
Each Fund's share price, called its net asset value, or NAV, is calculated each
business day as of the close of regular trading on the New York Stock Exchange,
generally
4 p.m., Eastern time. Each share class has its own NAV, which is computed by
dividing the net assets allocated to each share class by the number of Fund
shares outstanding for that class. On holidays or other days when the Exchange
is closed, the NAV is not calculated, and the Fund does not transact purchase or
redemption requests. However, on those days the value of the Fund's assets may
be affected because the Fund holds foreign securities that trade on foreign
markets that are open.
27
Stocks held by a Vanguard fund are valued at their market value when reliable
market quotations are readily available. Certain short-term debt instruments
used to manage a fund's cash are valued on the basis of amortized cost. The
values of any foreign securities held by a fund are converted into U.S. dollars
using an exchange rate obtained from an independent third party. The values of
any mutual fund shares held by a fund are based on the NAVs of the shares. The
values of any ETF or closed-end fund shares held by a fund are based on the
market value of the shares.
When reliable market quotations are not readily available, securities are priced
at their fair value (the amount that the owner might reasonably expect to
receive upon the current sale of a security). A fund also will use fair-value
pricing if the value of a security it holds has been materially affected by
events occurring before the fund's pricing time but after the close of the
primary markets or exchanges on which the security is traded. This most commonly
occurs with foreign securities, which may trade on foreign exchanges that close
many hours before the fund's pricing time. Intervening events might be
company-specific (e.g., earnings report, merger announcement); country-specific
(e.g., natural disaster, economic or political news, act of terrorism, interest
rate change); or global. Intervening events include price movements in U.S.
markets that are deemed to affect the value of foreign securities.
Fair-value prices are determined by Vanguard according to procedures adopted by
the board of trustees. When fair-value pricing is employed, the prices of
securities used by a fund to calculate the NAV may differ from quoted or
published prices for the same securities.
Vanguard fund share prices can be found daily in the mutual fund listings of
most major newspapers under various "Vanguard" headings.
28
FINANCIAL HIGHLIGHTS
The following financial highlights tables are intended to help you understand
the Institutional Shares' financial performance for the periods shown, and
certain information reflects financial results for a single Institutional Share.
The total returns in each table represent the rate that an investor would have
earned or lost each period on an investment in the Institutional Shares
(assuming reinvestment of all distributions). The information for the six-month
period ended April 30, 2008, has not been audited by an independent registered
public accounting firm. The information for all periods in the table through
October 31, 2007, has been derived from financial statements audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
whose report--along with each Fund's financial statements--is included in the
Funds' most recent annual report to shareholders. To receive a free copy of the
latest annual or semiannual report, you may access a report online at
www.vanguard.com, or you may contact Vanguard by telephone or by mail.
Plain Talk About How to Read the Financial Highlights Tables
This explanation uses the European Stock Index Fund's Institutional Shares as
an example. The Institutional Shares began fiscal period 2008 with a net
asset value (price) of $43.51 per share. During the period, each
Institutional Share earned $xx from investment income (interest and
dividends) and $xx from investments that had appreciated in value or that
were sold for higher prices than the Fund paid for them.
Shareholders received $xx per share in the form of dividend distributions. A
portion of each year's distributions may come from the prior year's income or
capital gains.
The share price at the end of the year was $xx, reflecting earnings of $xx
per share and distributions of $xx per share. This was an increase of $xx per
share (from $43.51 at the beginning of the year to $xx at the end of the
period). For a shareholder who reinvested the distributions in the purchase
of more shares, the total return was xx% for the period.
As of April 30, 2008, the Institutional Shares had approximately $xx billion
in net assets. For the period, the expense ratio was 0.xx% ($x.xx per $1,000
of net assets), and the net investment income amounted to x.xx% of average
net assets. The Fund sold and replaced securities valued at xx% of its net
assets.
29
European Stock Index Fund Institutional Shares
Six Months
Ended Year Ended October 31,
April 30, --------------------------------------------------------------
2008 2007 2006 2005 2004 2003
-------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $43.51 $34.74 $27.05 $23.80 $19.96 $16.46
-------------------------------------------------------------------------------------------------------------------------------
Investment Operations
-------------------------------------------------------------------------------------------------------------------------------
Net Investment Income x.xxx 1.35(1) .978 .721 .57 .471
-------------------------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss)
on Investments x.xxx 8.39 7.450 3.140 3.76 3.454
-------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 9.74 8.428 3.861 4.33 3.925
-------------------------------------------------------------------------------------------------------------------------------
Distributions
-------------------------------------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx (.97) (.738) (.611) (.49) (.425)
-------------------------------------------------------------------------------------------------------------------------------
Distributions from Realized Capital .xxx -- -- -- -- --
Gains
-------------------------------------------------------------------------------------------------------------------------------
Total Distributions .xxx (.97) (.738) (.611) (.49) (.425)
-------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $43.51 $34.74 $27.05 $23.80 $19.96
===============================================================================================================================
Total Return(2) xx.xx% 28.63% 31.83% 16.42% 22.03% 24.49%
===============================================================================================================================
Ratios/Supplemental Data
-------------------------------------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xx,xxx $5,263 $3,113 $1,827 $988 $649
-------------------------------------------------------------------------------------------------------------------------------
Ratio of Total Expenses to
Average Net Assets x.xx% 0.09% 0.12% 0.12% 0.12% 0.17%
-------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets x.xx% 3.48% 3.50% 2.99% 2.77% 2.96%
-------------------------------------------------------------------------------------------------------------------------------
Turnover Rate(3) xx% 9% 6% 5% 5% 6%
===============================================================================================================================
1 Calculated based on average shares outstanding.
2 Total returns do not reflect the 2% fee assessed on redemption of shares
purchased on or after June 27, 2003, and held for less than two months.
3 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
30
Pacific Stock Index Fund Institutional Shares
Six Months
Ended Year Ended October 31,
April 30, --------------------------------------------------------------
2008 2007 2006 2005 2004 2003
-------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $14.22 $12.15 $10.41 $8.64 $7.81 $5.91
-------------------------------------------------------------------------------------------------------------------------------
Investment Operations
-------------------------------------------------------------------------------------------------------------------------------
Net Investment Income x.xxx .251 .206 .18 .134 .090
-------------------------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss)
on Investments x.xxx 2.102 1.710 1.76 .814 1.885
-------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 2.353 1.916 1.94 .948 1.975
-------------------------------------------------------------------------------------------------------------------------------
Distributions
-------------------------------------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx (.283) (.176) (.17) (.118) (.075)
-------------------------------------------------------------------------------------------------------------------------------
Distributions from Realized Capital .xxx -- -- -- -- --
Gains
-------------------------------------------------------------------------------------------------------------------------------
Total Distributions .xxx (.283) (.176) (.17) (.118) (.075)
-------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $14.22 $12.15 $10.41 $8.64 $7.81
Total Return(1) xx.xx% 19.72% 18.52% 22.74% 12.32% 33.88%
Ratios/Supplemental Data
-------------------------------------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xx,xxx $2,720 $1,788 $1,280 $754 $369
-------------------------------------------------------------------------------------------------------------------------------
Ratio of Total Expenses to
Average Net Assets x.xx% 0.09% 0.12% 0.14% 0.17% 0.22%
-------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets x.xx% 1.93% 1.88% 1.95% 1.76% 1.70%
-------------------------------------------------------------------------------------------------------------------------------
Turnover Rate(2) xx% 3% 2% 7% 3% 3%
===============================================================================================================================
1 Total returns do not reflect the 2% fee assessed on redemptions of shares
purchased on or after June 27, 2003, and held for less than two months.
2 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
31
Emerging Markets Stock Index Fund Institutional Shares
Six Months
Ended Year Ended October 31,
April 30, --------------------------------------------------------------
2008 2007 2006 2005 2004 2003
-------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $36.90 $22.11 $16.95 $12.90 $11.05 $7.49
-------------------------------------------------------------------------------------------------------------------------------
Investment Operations
-------------------------------------------------------------------------------------------------------------------------------
Net Investment Income x.xxx .686(1) .443 .344 .287 .183
-------------------------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain
(Loss) on Investments(2) x.xxx 14.533 5.059 3.982 1.749 3.512
-------------------------------------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 15.219 5.502 4.326 2.036 3.695
-------------------------------------------------------------------------------------------------------------------------------
Distributions
-------------------------------------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx (.429) (.342) (.276) (.186) (.135)
-------------------------------------------------------------------------------------------------------------------------------
Distributions from Realized Capital .xxx -- -- -- -- --
Gains
-------------------------------------------------------------------------------------------------------------------------------
Total Distributions .xxx (.429) (.342) (.276) (.186) (.135)
-------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $36.90 $22.11 $16.95 $12.90 $11.05
===============================================================================================================================
Total Return(3) xx.xx% 69.90% 32.78% 33.92% 18.64% 50.06%
===============================================================================================================================
Ratios/Supplemental Data
-------------------------------------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xx,xxx $1,463 $559 $468 $245 $137
-------------------------------------------------------------------------------------------------------------------------------
Ratio of Total Expenses to
Average Net Assets x.xx% 0.20% 0.25% 0.25% 0.33% 0.38%
-------------------------------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets x.xx% 2.41% 2.37% 2.64% 2.61% 2.41%
-------------------------------------------------------------------------------------------------------------------------------
Turnover Rate(4) xx% 9% 26% 15% 11% 16%
===============================================================================================================================
1 Calculated based on average shares outstanding.
2 Includes increases from redemption fees of $0.01, $0.01, $0.00, $0.00, and
$0.00
3 Total returns do not reflect the 0.5% transaction fee on purchases; the 2%
fee assessed until March 23, 2005, on redemptions of shares purchased on or
after June 27, 2003, and held for less than two months; or the 0.5% fee on
all other redemptions.
4 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
32
INVESTING WITH VANGUARD
This section of the prospectus explains the basics of doing business with
Vanguard. Be sure to carefully read each topic that pertains to your
relationship with Vanguard. Vanguard reserves the right to change the following
policies, without prior notice to shareholders. Please call or check online for
current information.
Each fund you hold in an account is a separate "fund account." For example, if
you hold three funds in a nonretirement account titled in your own name, two
funds in a nonretirement account titled jointly with your spouse, and one fund
in an individual retirement account, you have six fund accounts--and this is
true even if you hold the same fund in multiple accounts.
PURCHASING SHARES
Vanguard reserves the right, without prior notice, to increase or decrease the
minimum amount required to open, convert shares to, or maintain a fund account,
or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Institutional Shares
To open and maintain an account. $5 million. Vanguard institutional clients may
meet the minimum investment amount by aggregating up to three separate accounts
within the same Fund. This policy does not apply to clients receiving special
administrative services from Vanguard, nor does this policy apply to omnibus
accounts maintained by financial intermediaries.
To add to an existing account. $50 by Automatic Investment Plan; $100 by check,
exchange, wire, or electronic bank transfer (other than Automatic Investment
Plan).
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limits, and Other Rules You
Should Know before placing your purchase request.
Online. You may open certain types of accounts, request an electronic bank
transfer, and make an exchange (using the proceeds from the redemption of shares
from one Vanguard fund to simultaneously purchase shares of a different Vanguard
fund) through our website at www.vanguard.com if you are a registered user.
By telephone. You may call Vanguard to begin the account registration process
or request that the account-opening forms be sent to you. You may also request a
purchase of shares by wire, by electronic bank transfer, or by an exchange. See
Contacting Vanguard.
33
By mail. You may send your account registration form and check to open a new
fund account at Vanguard. To add to an existing fund account, you may send your
check with an Invest-by-Mail form (from your account statement) or with a
deposit slip (available online). You may also send a written request to Vanguard
to add to a fund account or to make an exchange. For a list of Vanguard
addresses, see Contacting Vanguard.
How to Pay For a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through
an electronic transfer of money held in a designated bank account. To establish
the electronic bank transfer option on an account, you must designate a bank
account online, complete a special form, or fill out the appropriate section of
your account registration form. After the option is set up on your account, you
can purchase shares by electronic bank transfer on a regular schedule (Automatic
Investment Plan) or whenever you wish. Your purchase request can be initiated
online, by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call
Vanguard for instructions and policies on purchasing shares by wire. See
Contacting Vanguard.
By check. You may send a check to make initial or additional purchases to your
fund account. Also see How to Initiate a Purchase Request: By mail. Make your
check payable to Vanguard and include the appropriate fund number (e.g.,
Vanguard--xx). For a list of Fund numbers (for Funds and share classes in this
prospectus), see Contacting Vanguard.
By exchange. You may purchase shares of a Vanguard fund using the proceeds from
the simultaneous redemption of shares from another Vanguard fund. You may
initiate an exchange online (if you are a registered user of Vanguard.com), by
telephone, or by mail. See Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on
the day and time Vanguard receives your request, the manner in which you are
paying, and the type of fund you are purchasing. Your purchase will be executed
using the NAV as calculated on the trade date. NAVs are calculated only on days
the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds, and for
purchases by exchanges or wire into all funds: If the purchase request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
If the purchase request is received on a business day after the close of regular
trading on the NYSE, or on a nonbusiness day, the trade date will be the next
business day.
34
For purchases by check into money market funds: If the purchase request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the next
business day. If the purchase request is received on a business day after the
close of regular trading on the NYSE, or on a nonbusiness day, the trade date
will be the second business day following the day Vanguard receives the purchase
request. Because money market instruments must be purchased with federal funds
and it takes a money market mutual fund one business day to convert check
proceeds into federal funds, the trade date will be one business day later than
for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan:
Your trade date generally will be one business day before the date you
designated for withdrawal from your bank account.
For purchases by electronic bank transfer not using an Automatic Investment
Plan: If the purchase request is received by Vanguard on a business day before
10 p.m., Eastern time, the trade date will be the next business day. If the
purchase request is received on a business day after 10 p.m., Eastern time, or
on a nonbusiness day, the trade date will be the second business day following
the day Vanguard receives the request.
If your purchase request is not accurate and complete, it may be rejected. See
Other Rules You Should Know--Good Order.
For further information about purchase transactions, consult our website at
www.vanguard.com or see Contacting Vanguard.
Purchase Fees
The Emerging Markets Stock Index Fund charges a purchase fee of 0.25% on all
share purchases, including shares purchased by exchange from other Vanguard
funds. In addition, each Fund reserves the right to impose purchase fees on all
share purchases. Purchase fees do not apply to shares purchased through
reinvested dividends and capital gains.
OTHER PURCHASE RULES YOU SHOULD KNOW
Check purchases. All purchase checks must be written in U.S. dollars and must
be drawn on a U.S. bank. Vanguard does not accept cash, traveler's checks, or
money orders. In addition, Vanguard may refuse "starter checks" and checks that
are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal
information that we will use to verify your identity. If you do not provide the
information, we may not be able to open your account. If we are unable to verify
your identity, Vanguard reserves the right, without prior notice, to close your
account or take such other steps as we deem reasonable.
35
Refused or rejected purchase requests. Vanguard reserves the right to stop
selling fund shares or to reject any purchase request at any time and without
prior notice, including, but not limited to, purchases requested by exchange
from another Vanguard fund. This also includes the right to reject any purchase
request because of a history of frequent trading by the investor or because the
purchase may negatively affect a fund's operation or performance.
Large purchases. Please call Vanguard before attempting to invest a large
dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase
request once processing has begun. Please be careful when placing a purchase
request.
CONVERTING SHARES
When a conversion occurs, you receive shares of one class in place of shares of
another class of the same fund. At the time of conversion, the dollar value of
the "new" shares you receive equals the dollar value of the "old" shares that
were converted. In other words, the conversion has no effect on the value of
your investment in the fund. However, the number of shares you own after the
conversion may be greater than or less than the number of shares you owned
before the conversion, depending on the net asset values of the two share
classes.
A conversion between share classes of the same fund is a nontaxable event.
Trade Date
The trade date for any conversion request received in good order will depend on
the day and time Vanguard receives your request. Your conversion will be
executed using the NAVs of the different share classes on the trade date. NAVs
are calculated only on days that the NYSE is open for trading (a business day).
For a conversion request (other than a request to convert to ETF Shares)
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
For a conversion request received on a business day after the close of regular
trading on the NYSE, or on a nonbusiness day, the trade date will be the next
business day. See Other Rules You Should Know. (Please see Conversion Privilege
in the ETF Shares section for information on conversions to ETF Shares.)
Conversions to Institutional Shares
You are eligible for a self-directed conversion from another share class to
Institutional Shares of the same Fund, provided that your account meets all
Institutional Shares' eligibility requirements. Registered users of our website,
www.vanguard.com, may
36
request a conversion online, or you may contact Vanguard by telephone or by mail
to request this transaction. Accounts that qualify for Institutional Shares will
not be automatically converted.
Mandatory Conversions to Another Share Class
If an account no longer meets the balance requirements for Institutional Shares,
Vanguard may automatically convert the shares in the account to another share
class, as appropriate. A decline in the account balance because of market
movement may result in such a conversion. Vanguard will notify the investor in
writing before any mandatory conversion occurs.
REDEEMING SHARES
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limits, and Other Rules You
Should Know before placing your redemption request.
Online. You may redeem shares, request an electronic bank transfer, and make an
exchange (the purchase of shares of one Vanguard fund using the proceeds of a
simultaneous redemption from another Vanguard fund) through our website at
www.vanguard.com if you are a registered user.
By telephone. You may call Vanguard to request a redemption of shares by wire,
by electronic bank transfer, by check, or by an exchange. See Contacting
Vanguard.
By mail. You may send a written request to Vanguard to redeem from a fund
account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption
sent directly to a designated bank account. To establish the electronic bank
transfer option, you must designate a bank account online, complete a special
form, or fill out the appropriate section of your account registration form.
After the option is set up on your account, you can then redeem shares by
electronic bank transfer on a regular schedule (Automatic Withdrawal Plan--$50
minimum) or whenever you wish ($100 minimum). Your transaction can be initiated
online, by telephone, or by mail.
By wire. When redeeming from a money market fund or a bond fund, you may
instruct Vanguard to wire your redemption proceeds ($1,000 minimum) to a
previously designated bank account. Wire redemptions generally are not available
for Vanguard's balanced or stock funds. The wire redemption option is not
automatic; you must designate a bank account online, complete a special form, or
fill out the appropriate
37
section of your account registration form. Vanguard charges a $5 fee for wire
redemptions under $5,000.
By exchange. You may have the proceeds of a Vanguard fund redemption invested
directly in shares of another Vanguard fund. You may initiate an exchange online
(if you are a registered user of Vanguard.com), by telephone, or by mail.
By check. If you have not chosen another redemption method, Vanguard will mail
you a redemption check, normally within two business days of your trade date.
Trade Date
The trade date for any redemption request received in good order will depend on
the day and time Vanguard receives your request and the manner in which you are
redeeming. Your redemption will be executed using the NAV as calculated on the
trade date. NAVs are calculated only on days that the NYSE is open for trading
(a business day).
For redemptions by check, exchange, or wire: If the redemption request is
received by Vanguard on a business day before the close of regular trading on
the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day.
If the redemption request is received on a business day after the close of
regular trading on the NYSE, or on a nonbusiness day, the trade date will be on
the next business day.
. Note on timing of wire redemptions from money market funds: For telephone
requests received by Vanguard on a business day before 10:45 a.m., Eastern
time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund), the
redemption proceeds will leave Vanguard by the close of business the same day.
For telephone requests received by Vanguard on a business day after those
cut-off times, or on a nonbusiness day, and for all requests other than by
telephone, the redemption proceeds will leave Vanguard by the close of
business on the next business day.
. Note on timing of wire redemptions from bond funds: For requests received by
Vanguard on a business day before the close of regular trading on the NYSE
(generally 4 p.m., Eastern time), the redemption proceeds will leave Vanguard
by the close of business on the next business day. For requests received by
Vanguard on a business day after the close of regular trading on the NYSE, or
on a nonbusiness day, the redemption proceeds will leave Vanguard by the close
of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan:
Your trade date generally will be the date you designated for withdrawal of
funds (redemption of shares) from your Vanguard account. Proceeds of redeemed
shares generally will be credited to your designated bank account two business
days after
38
your trade date. If the trade date you designated for withdrawal falls on a
weekend, holiday, or other nonbusiness day, your trade date will be the previous
business day.
For redemptions by electronic bank transfer not using an Automatic Withdrawal
Plan: If the redemption request is received by Vanguard on a business day before
the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the
trade date generally will be the same day. If the redemption request is received
on a business day after the close of regular trading on the NYSE, or on a
nonbusiness day, the trade date will be the next business day.
If your redemption request is not accurate and complete, it may be rejected. See
Other Rules You Should Know--Good Order.
For further information about redemption transactions, consult our website at
www.vanguard.com or see Contacting Vanguard.
Redemption Fees
Vanguard European Stock Index Fund and Vanguard Pacific Stock Index Fund each
charge a 2% redemption fee on shares redeemed within two months of purchase by
selling or by exchanging to another fund, or if your shares are redeemed because
your Fund account balance falls below the minimum initial investment for any
reason, including market fluctuation. The fee is withheld from redemption
proceeds and is paid directly to the Fund. Shares held for two months or more
are not subject to the 2% fee. Vanguard Emerging Markets Stock Index Fund
charges a 0.25% redemption fee.
In an effort to reduce or eliminate the redemption fees you pay, if you redeem
less than your full investment in the Fund, we will first redeem those shares
not subject to the fee, followed by those shares you have held the longest.
For Vanguard fund accounts (including participants in employer-sponsored defined
contribution plans that are served by Vanguard Small Business Services),
redemption fees will not apply to the following:
. Redemptions of shares purchased with reinvested dividend and capital gains
distributions (not applicable to Vanguard Emerging Markets Fund).
. Share transfers, rollovers, or re-registrations within the same fund.
. Conversions of shares from one share class to another in the same fund.
. Redemptions of shares to pay fund or account fees.
. Redemptions of shares to remove excess shareholder contributions to an IRA.
. Section 529 college savings plans.
. For a one-year period, shares rolled over to an IRA held at Vanguard from a
retirement plan for which Vanguard serves as recordkeeper (except for Vanguard
Small Business Services retirement plans).
39
. Distributions by shareholders age 701/2 or older from the following (not
applicable to Vanguard Emerging Markets Fund):
. Traditional IRAs.
. Inherited IRAs (traditional and Roth).
. Rollover IRAs.
. SEP-IRAs.
. SIMPLE IRAs.
. Section 403(b)(7) plans served by the Vanguard Small Business Services
Department.
.Vanguard Retirement Plans for which Vanguard Fiduciary Trust Company serves as
trustee.
For participants in employer-sponsored defined contribution plans (other than
those served by the Vanguard Small Business Services Department), in addition to
the exclusions previously listed, redemption fees will not apply to the
following:
. Exchanges of shares purchased with participant payroll or employer
contributions.
. Distributions, loans, and in-service withdrawals from a plan.
. Redemptions or transfers of shares as part of a plan termination or at the
direction of the plan.
. Direct rollovers into IRAs.
Redemption fees will apply to shares exchanged out of a fund within the fund's
redemption-fee period into which fund the shares had previously been exchanged,
rolled over, or transferred by a participant.
If Vanguard does not serve as recordkeeper for your plan, redemption fees may be
applied differently. Please read your recordkeeper's plan materials carefully to
learn of any other rules or fees that may apply. Also see Frequent-Trading
Limits--Accounts Held by Intermediaries for information about the assessment of
redemption fees
by intermediaries.
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to
redeem from certain types of accounts, such as trust, corporate, nonprofit, or
retirement accounts. Please call us before attempting to redeem from these types
of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or
part of a redemption in kind--that is, in the form of securities--if we
reasonably believe that a cash redemption would negatively affect the fund's
operation or performance or that the shareholder may be engaged in market-timing
or frequent trading. Under these circumstances, Vanguard also reserves the right
to delay payment of the redemption
40
proceeds for up to seven calendar days. By calling us before you attempt to
redeem a large dollar amount, you may avoid in-kind or delayed payment of your
redemption. Please see Frequent-Trading Limits for information about Vanguard's
policies to limit frequent trading.
Recently purchased shares. Although you can redeem shares at any time, proceeds
may not be made available to you until the fund collects payment for your
purchase. This may take up to ten calendar days for shares purchased by check or
by electronic bank transfer. If you have written a check on a fund with
checkwriting privileges, that check may be rejected if your fund account does
not have a sufficient available balance.
Share certificates. If you hold shares in certificates, those shares cannot be
redeemed, exchanged, or converted until you return the certificates (unsigned)
to Vanguard by registered mail. For the correct address, see Contacting
Vanguard.
Address change. If you change your address online or by telephone, there may be
a 15-day restriction on your ability to make online and telephone redemptions.
You can request a redemption in writing at any time. Confirmations of address
changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your
redemption check payable to a different person or send it to a different
address. However, this requires the written consent of all registered account
owners and may require a signature guarantee. You can obtain a signature
guarantee from most commercial and savings banks, credit unions, trust
companies, or member firms of a U.S. stock exchange. A notary public cannot
provide a signature guarantee.
No cancellations. Vanguard will not accept your request to cancel any
redemption request once processing has begun. Please be careful when placing a
redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption
proceeds for up to seven calendar days. In addition, Vanguard funds can suspend
redemptions and/or postpone payments of redemption proceeds beyond seven
calendar days at times when the NYSE is closed or during emergency
circumstances, as determined by the SEC.
EXCHANGING SHARES
An exchange occurs when you use the proceeds from the redemption of shares of
one Vanguard fund to simultaneously purchase shares of a different Vanguard
fund. You can make exchange requests online (if you are a registered user of
Vanguard.com), by telephone, or by mail. See Purchasing Shares and Redeeming
Shares.
If the NYSE is open for regular trading (a business day) at the time an exchange
request is received in good order, the trade date will generally be the same
day. See
41
Other Rules You Should Know--Good Order for additional information on all
transaction requests.
Please note that Vanguard reserves the right, without prior notice, to revise or
terminate the exchange privilege, limit the amount of any exchange, or reject an
exchange, at any time, for any reason.
FREQUENT-TRADING LIMITS
Because excessive transactions can disrupt management of a fund and increase the
fund's costs for all shareholders, Vanguard places certain limits on frequent
trading in the Vanguard funds. Each Vanguard fund (other than money market
funds, short-term bond funds, and ETF Shares) limits an investor's purchases or
exchanges into a fund account for 60 calendar days after the investor has
redeemed or exchanged out of that fund account.
For Vanguard Retirement Investment Program pooled plans, the policy applies to
exchanges made by participants online or by phone.
The policy does not apply to the following:
. Purchases of shares with reinvested dividend or capital gains distributions.
. Transactions through Vanguard's Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum
Distribution Service, and Vanguard Small Business Online/(R)/.
. Redemptions of shares to pay fund or account fees.
. Transaction requests submitted by mail to Vanguard from shareholders who hold
their accounts directly with Vanguard. (Wire transactions and transaction
requests submitted by fax are not mail transactions and are subject to the
policy.)
. Transfers and re-registrations of shares within the same fund.
. Purchases of shares by asset transfer or direct rollover.
. Conversions of shares from one share class to another in the same fund.
. Checkwriting redemptions.
. Section 529 college savings plans.
. Certain approved institutional portfolios and asset allocation programs, as
well as trades made by Vanguard funds that invest in other Vanguard funds.
(Please note that shareholders of Vanguard's funds of funds are subject to the
policy.)
For participants in employer-sponsored defined contribution plans that are not
served by Vanguard Small Business Services, the frequent-trading policy does not
apply to:
. Purchases of shares with participant payroll or employer contributions or
loan repayments.
42
. Purchases of shares with reinvested dividend or capital gains distributions.
. Distributions, loans, and in-service withdrawals from a plan.
. Redemptions of shares as part of a plan termination or at the direction of the
plan.
. Automated transactions executed during the first six months of a participant's
enrollment in the Vanguard Managed Account Program.
. Redemptions of shares to pay fund or account fees.
. Share or asset transfers or rollovers.
. Re-registrations of shares.
. Conversions of shares from one share class to another in the same fund.
. Exchange requests submitted by mail to Vanguard. (Exchange requests submitted
by fax or wire are not mail requests and remain subject to the policy.)
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional
clients' accounts. If we detect suspicious trading activity, we will investigate
and take appropriate action, which may include applying to a client's accounts
the 60-day
policy previously described, prohibiting a client's purchases of fund shares,
and/or eliminating the client's exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for their clients, we
cannot always monitor the trading activity of the individual clients. However,
we review trading activity at the omnibus level, and if we detect suspicious
activity, we will investigate and take appropriate action. If necessary,
Vanguard may prohibit additional purchases of fund shares by an intermediary or
by certain of the intermediary's clients. Intermediaries may also monitor their
clients' trading activities in the Vanguard funds.
For those Vanguard funds that charge purchase or redemption fees, intermediaries
will be asked to assess purchase and redemption fees on shareholder and
participant accounts and remit these fees to the funds. The application of
purchase and redemption fees and frequent-trading policies may vary among
intermediaries. There are no assurances that Vanguard will successfully identify
all intermediaries or that intermediaries will properly assess purchase and
redemption fees or administer frequent-trading policies. If you invest with
Vanguard through an intermediary, please read that firm's materials carefully to
learn of any other rules or fees that may apply.
43
OTHER RULES YOU SHOULD KNOW
Prospectus and Shareholder Report Mailings
Vanguard attempts to eliminate the unnecessary expense of duplicate mailings by
sending just one prospectus and/or report when two or more shareholders have the
same last name and address. You may request individual prospectuses and reports
by contacting our Client Services Department in writing, by telephone, or by
e-mail.
Vanguard.com
Registration. If you are a registered user of Vanguard.com, you can use your
personal computer to review your account holdings; to buy, sell, or exchange
shares of most Vanguard funds; and to perform most other transactions. You must
register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction
confirmations, and fund financial reports electronically. If you are a
registered user of Vanguard.com, you can consent to the electronic delivery of
these documents by logging on and changing your mailing preference under
"Account Profile." You can revoke your electronic consent at any time, and we
will begin to send paper copies of these documents within 30 days of receiving
your notice.
Telephone Transactions
Automatic. When we set up your account, we'll automatically enable you to do
business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account/(R)/. To conduct account transactions through Vanguard's automated
telephone service, you must first obtain a Personal Identification Number (PIN).
Call Tele-Account at 800-662-6273 to obtain a PIN, and allow seven days after
requesting the PIN before using this service.
Proof of a caller's authority. We reserve the right to refuse a telephone
request if the caller is unable to provide the requested information or if we
reasonably believe that the caller is not an individual authorized to act on the
account. Before we allow a caller to act on an account, we may request the
following information:
. Authorization to act on the account (as the account owner or by legal
documentation or other means).
. Account registration and address.
. Fund name and account number, if applicable.
. Other information relating to the caller, the account holder, or the account.
44
Subject to revision. For any or all shareholders, we reserve the right, at any
time
and without prior notice, to revise, suspend, or terminate the privilege to
transact or communicate with Vanguard by telephone.
Good Order
We reserve the right to reject any transaction instructions that are not in
"good order." Good order generally means that your instructions include:
. The fund name and account number.
. The amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must include:
. Signatures of all registered owners.
. Signature guarantees, if required for the type of transaction. (Call Vanguard
for specific signature-guarantee requirements.)
. Any supporting documentation that may be required.
The requirements vary among types of accounts and transactions.
Vanguard reserves the right, without prior notice, to revise the requirements
for
good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or
exchange transaction for a future date. All such requests will receive trade
dates as previously described in Purchasing Shares, Converting Shares, and
Redeeming Shares. Vanguard reserves the right to return future-dated purchase
checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard will accept
telephone or online instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we
reasonably believe that the person transacting business on an account is
authorized to do so. Please take precautions to protect yourself from fraud.
Keep your account information private, and immediately review any account
statements that we provide to you. It is important that you contact Vanguard
immediately about any transactions you believe to be unauthorized.
45
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not
pay interest on uncashed checks.
Unusual Circumstances
If you experience difficulty contacting Vanguard online, by telephone, or by
Tele-Account, you can send us your transaction request by regular or express
mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial
intermediary, such as a bank, broker, or investment advisor. Please consult your
financial intermediary to determine which, if any, shares are available through
that firm and to learn about other rules that may apply.
Please see Frequent-Trading Limits--Accounts Held by Intermediaries for
information about the assessment of redemption fees and monitoring of frequent
trading for accounts held by intermediaries.
Low-Balance Accounts
Each Fund reserves the right to convert an investor's Institutional Shares to
another share class, as appropriate, if the fund account balance falls below the
minimum initial investment for any reason, including market fluctuation. Any
such conversion will be preceded by written notice to the investor. No purchase
or redemption fee will be imposed on share-class conversions.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus,
Vanguard reserves the right to (1) alter, add, or discontinue any conditions of
purchase (including eligibility requirements), redemption, exchange, conversion,
service, or privilege at any time without prior notice; (2) accept initial
purchases by telephone; (3) freeze any account and/or suspend account services
when Vanguard has received reasonable notice of a dispute regarding the assets
in an account, including notice of a dispute between the registered or
beneficial account owners or when we reasonably believe a fraudulent transaction
may occur or has occurred; (4) temporarily freeze any account and/or suspend
account services upon initial notification to Vanguard of the death of the
shareholder until Vanguard receives required documentation in good order; (5)
alter, impose, discontinue, or waive any redemption fee, account service fee, or
other fees charged to a group of shareholders; and (6) redeem an account,
without the owner's permission to do so, in cases of threatening conduct or
suspicious, fraudulent, or illegal activity. Changes may affect any or all
investors. These actions will be taken when, at
46
the sole discretion of Vanguard management, we reasonably believe they are
deemed to be in the best interest of a fund.
Share Classes
Vanguard reserves the right, without prior notice, to change the eligibility
requirements of its share classes, including the types of clients who are
eligible to purchase each share class.
FUND AND ACCOUNT UPDATES
Confirmation Statements
We will send (or provide online, whichever you prefer) a confirmation of your
trade date and the amount of your transaction when you buy, sell, exchange, or
convert shares. However, we will not send confirmations reflecting only
checkwriting redemptions or the reinvestment of dividend or capital gains
distributions. For any month in which you had a checkwriting redemption, a
Checkwriting Activity Statement will be sent to you itemizing the checkwriting
redemptions for that month. Promptly review each confirmation statement that we
provide to you by mail or online. It is important that you contact Vanguard
immediately with any questions you may have about any transaction reflected on a
confirmation statement, or Vanguard will consider the transaction properly
processed.
Portfolio Summaries
We will send (or provide online, whichever you prefer) quarterly portfolio
summaries to help you keep track of your accounts throughout the year. Each
summary shows the market value of your account at the close of the statement
period, as well as all distributions, purchases, redemptions, exchanges,
transfers, and conversions for the current calendar year. Promptly review each
summary that we provide to you by mail or online. It is important that you
contact Vanguard immediately with any questions you may have about any
transaction reflected on the summary, or Vanguard will consider the transaction
properly processed.
Tax Statements
For most taxable accounts, we will send annual tax statements to assist you in
preparing your income tax returns. These statements, which are generally mailed
in January, will report the previous year's dividend and capital gains
distributions, proceeds from the sale of shares, and distributions from IRAs and
other retirement plans. These statements can be viewed online.
47
Average-Cost Review Statements
For most taxable accounts, average-cost review statements will accompany annual
1099B tax forms. These tax forms show the average cost of shares that you
redeemed during the previous calendar year, using the average-cost
single-category method, which is one of the methods established by the IRS.
Annual and Semiannual Reports
We will send (or provide online, whichever you prefer) financial reports about
Vanguard International Stock Index Funds twice a year, in June and December.
These comprehensive reports include overviews of the financial markets and
provide the following specific Fund information:
. Performance assessments and comparisons with industry benchmarks.
. Financial statements with listings of Fund holdings.
Portfolio Holdings
We generally post on our website at www.vanguard.com, in the Holdings section of
each Fund's Profile page, a detailed list of the securities held by the Fund
(under Portfolio Holdings), as of the most recent calendar-quarter-end. This
list is generally updated within 30 days after the end of each calendar quarter.
Vanguard may exclude any portion of these portfolio holdings from publication
when deemed in the best interest of the Fund. We also generally post the ten
largest stock portfolio holdings of the Fund and the percentage of the Fund's
total assets that each of these holdings represents, as of the most recent
calendar-quarter-end. This list is generally updated within 15 calendar days
after the end of each calendar quarter. Please consult the Fund's Statement of
Additional Information or our website for a description of the policies and
procedures that govern disclosure of the Fund's portfolio holdings.
48
CONTACTING VANGUARD
Web
----------------------------------------------------------------------------------------
Vanguard.com For the most complete source of Vanguard news
24 hours a day, 7 days For fund, account, and service information
a week For most account transactions
For literature requests
----------------------------------------------------------------------------------------
Phone
----------------------------------------------------------------------------------------
Vanguard For automated fund and account information
Tele-Account/(R) / For exchange transactions (subject to limitations)
800-662-6273 Toll-free, 24 hours a day, 7 days a week
(ON-BOARD)
----------------------------------------------------------------------------------------
Investor Information For fund and service information
800-662-7447 (SHIP) For literature requests
(Text telephone for Business hours only: Monday-Friday, 8 a.m. to 10 p.m.,
people with hearing Eastern time; Saturday, 9 a.m. to 4 p.m., Eastern time
impairment at
800-952-3335)
----------------------------------------------------------------------------------------
Client Services For account information
800-662-2739 (CREW) For most account transactions
(Text telephone for Business hours only: Monday-Friday, 8 a.m. to 10 p.m.,
people with hearing Eastern time; Saturday, 9 a.m. to 4 p.m., Eastern time
impairment at
800-749-7273)
----------------------------------------------------------------------------------------
Institutional Division For information and services for large institutional investors
888-809-8102 Business hours only
: Monday-Friday, 8:30 a.m. to 9 p.m.,
Eastern time
----------------------------------------------------------------------------------------
Intermediary Sales For information and services for financial intermediaries
Support including broker-dealers, trust institutions, insurance
800-997-2798 companies, and financial advisors
Business hours only: Monday-Friday, 8:30 a.m. to
7
p.m.,
Eastern time
----------------------------------------------------------------------------------------
|
49
Vanguard Addresses
Please be sure to use the correct address, depending on your method of delivery.
Use of an incorrect address could delay the processing of your transaction.
Regular Mail (Individuals) The Vanguard Group
P.O. Box 1110
Valley Forge, PA 19482-1110
----------------------------------------------------------------------
Regular Mail (Institutions) The Vanguard Group
P.O. Box 2900
Valley Forge, PA 19482-2900
----------------------------------------------------------------------
Registered, Express, or Overnight The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
----------------------------------------------------------------------
|
Fund Numbers
Please use the specific fund number when contacting us:
-----------------------------------------------------------------------
Vanguard European Stock Index Fund Institutional Shares 235
-----------------------------------------------------------------------
Vanguard Pacific Stock Index Fund Institutional Shares 237
-----------------------------------------------------------------------
Vanguard Emerging Markets Stock Index Fund Institutional Shares 239
-----------------------------------------------------------------------
|
Vanguard, Vanguard.com, Connect with Vanguard, Plain Talk, Tele-Account,
Vanguard Tele-Account, Admiral, Signal, Vanguard ETF, Vanguard Small Business
Online, Vanguard Brokerage Services, and the ship logo are trademarks of The
Vanguard Group, Inc. The Funds or securities referred to herein are not
sponsored, endorsed, or promoted by MSCI, and MSCI bears no liability with
respect to any such funds or securities. For any such funds or securities, the
Statement of Additional Information contains a more detailed description of the
limited relationship MSCI has with The Vanguard Group and any related funds. All
other marks are the exclusive property of their respective owners.
50
ETF SHARES
In addition to Institutional Shares, certain Vanguard funds offer a class of
shares, known as Vanguard ETF* Shares, that are listed for trading on a national
securities exchange. If you own Institutional Shares issued by one of these
funds, you may convert those shares into ETF Shares of the same fund.
Note: Vanguard reserves the right to modify or terminate the conversion
privilege in the future.
Each Fund offers an ETF Share class:
Fund ETF Shares Ticker Symbol
-------------------------------------------------------------------------------
Vanguard European Stock Index Fund European ETF VGK
-------------------------------------------------------------------------------
VanguardPacific Stock Index Fund Pacific ETF VPL
-------------------------------------------------------------------------------
Vanguard Emerging Markets Stock Index Emerging Markets ETF VWO
Fund
-------------------------------------------------------------------------------
|
Although ETF Shares represent an investment in the same portfolio of securities
as Institutional Shares, they have different characteristics and may appeal to a
different group of investors. It is important that you understand the
differences before deciding whether to convert your shares to ETF Shares.
The following material summarizes key information about ETF Shares. A separate
prospectus with more complete information about ETF Shares is also available.
Investors should review that prospectus before deciding whether to convert.
Differences Between ETF Shares and Conventional Mutual Fund Shares
Institutional Shares are "conventional" mutual fund shares; that is, they can be
purchased from and redeemed with the issuing fund for cash at a net asset value
(NAV) calculated once a day. ETF Shares, by contrast, cannot be purchased from
or redeemed with the issuing fund, except as noted.
An organized secondary trading market is expected to exist for ETF Shares,
unlike conventional mutual fund shares, because ETF Shares are listed for
trading on a national securities exchange. Investors can purchase and sell ETF
Shares on the secondary market through a broker. Secondary-market transactions
occur not at NAV, but at market prices that change throughout the day based on
the supply of, and demand for, ETF Shares and on changes in the prices of the
fund's portfolio holdings.
The market price of a fund's ETF Shares will differ somewhat from the NAV of
those shares. The difference between market price and NAV is expected to be
small most of the time, but in times of extreme market volatility the difference
may become significant.
*U.S. Pat. No. 6,879,964 B2; 7,337,138.
51
Buying and Selling ETF Shares
Vanguard ETF Shares must be held in a brokerage account. Therefore, before
acquiring ETF Shares, whether through a conversion or an open-market purchase,
you must have an account with a broker.
You buy and sell ETF Shares in the same way you buy and sell any other
exchange-traded security--on the open market, through a broker. In most cases,
the broker will charge you a commission to execute the transaction. Unless
imposed by your broker, there is no minimum dollar amount you must invest and no
minimum number of ETF Shares you must purchase. Because open-market transactions
occur at market prices, you may pay more than NAV when you buy ETF Shares and
receive less than NAV when you sell those shares.
If you own conventional shares of a Vanguard fund that issues ETF Shares, you
can convert those shares into ETF Shares of equivalent value--but you cannot
convert back. See "Conversion Privilege" for a discussion of the conversion
process.
There is one other way to buy and sell ETF Shares. Investors can purchase and
redeem ETF Shares directly from the issuing fund at NAV if they do so (1)
through certain authorized broker-dealers, (2) in large blocks of shares, known
as Creation Units, and (3) in exchange for baskets of securities rather than
cash. However, because Creation Units will be worth millions of dollars, and
because most investors prefer to transact in cash rather than with securities,
it is expected that only a limited number of institutional investors will
purchase and redeem ETF Shares this way.
Risks
ETF Shares issued by a fund are subject to the same risks as conventional shares
of the same fund. ETF Shares also are subject to the following risks:
. The market price of a fund's ETF Shares will vary somewhat from the NAV of
those shares. Therefore, you may pay more than NAV when buying ETF Shares and
you may receive less than NAV when selling them.
. ETF Shares cannot be redeemed with the Fund, except in Creation Unit
aggregations. Therefore, if you no longer wish to own ETF Shares, you must sell
them on the open market. Although ETF Shares will be listed for trading on a
national securities exchange, it is possible that an active trading market may
not be maintained.
. Trading of a fund's ETF Shares on an exchange may be halted if the exchange
officials deem such action appropriate, if the shares are delisted from the
listing exchange, or if the activation of marketwide "circuit breakers" (which
are tied to large decreases in stock prices) halts stock trading generally.
52
Fees and Expenses
When you buy and sell ETF Shares through a brokerage firm, you will pay whatever
commissions the firm charges. You also will incur the cost of the "bid-asked
spread," which is the difference between the price a dealer will pay for a
security and the somewhat higher price at which the dealer will sell the same
security. If you convert from conventional shares to ETF Shares, you will not
pay a brokerage commission or a bid-asked spread. However, Vanguard charges $50
for each conversion transaction, and your broker may impose its own conversion
fees as well.
Account Services
Because you hold ETF Shares through a brokerage account, Vanguard will have no
record of your ownership unless you hold the shares through Vanguard Brokerage
Services/(R)/ (Vanguard Brokerage). Your broker will service your account. For
example, the broker will provide account statements, confirmations of your
purchases and sales of ETF Shares, and year-end tax information. The broker also
will be responsible for ensuring that you receive shareholder reports and other
communications from the fund whose ETF Shares you own. You will receive certain
services (e.g., dividend reinvestment and average-cost information) only if your
broker offers those services.
Conversion Privilege
Owners of conventional shares issued by the Funds may convert those shares into
ETF Shares of equivalent value of the same fund. Please note that investors who
own conventional shares through a 401(k) plan or other employer-sponsored
retirement or benefit plan may not convert those shares into ETF Shares.
Vanguard imposes a $50 charge on conversion transactions and reserves the right,
in the future, to raise or lower the fee and to limit or terminate the
conversion privilege. Your broker may charge an additional fee to process a
conversion. ETF Shares, whether acquired through a conversion or purchased on
the open market, cannot be converted into conventional shares of the same Fund.
Similarly, ETF Shares of one fund cannot be exchanged for ETF Shares of another
fund.
53
Unless you are an Authorized Participant, you must hold ETF Shares in a
brokerage account. Thus, before converting conventional shares into ETF Shares,
you must have an existing, or open a new, brokerage account. To initiate a
conversion of conventional shares into ETF Shares, please contact your broker.
Please note that upon converting your conventional mutual fund shares to ETF
Shares, you will need to select a cost-basis method of accounting for your ETF
Shares. Options for your cost-basis method will depend on your historical
transaction activity in the conventional shares. Prior to conversion, please
consult your tax advisor to identify your options and select a method. You
should also contact your broker to ensure that the method you choose is offered
by your particular brokerage firm.
Converting conventional shares into ETF Shares generally is accomplished as
follows. First, after your broker notifies Vanguard of your request to convert,
Vanguard will transfer your conventional shares from your account to the
broker's omnibus account with Vanguard (an account maintained by the broker on
behalf of all its customers who hold conventional Vanguard fund shares through
the broker). After the transfer, Vanguard's records will reflect your broker,
not you, as the owner of the shares. Next, your broker will instruct Vanguard to
convert the appropriate number or dollar amount of conventional shares in its
omnibus account into ETF Shares of equivalent value, based on the respective net
asset values of the two share classes.
Your Fund's transfer agent will reflect ownership of all ETF Shares in the name
of the Depository Trust Company (DTC). The DTC will keep track of which ETF
Shares belong to your broker, and your broker, in turn, will keep track of which
ETF Shares belong to you.
Because the DTC is unable to handle fractional shares, only whole shares will be
converted. For example, if you owned 300.250 conventional shares, and this was
equivalent in value to 90.750 ETF Shares, the DTC account would receive 90 ETF
Shares. Conventional shares worth 0.750 ETF Shares (in this example, that would
be 2.481 conventional shares) would remain in the broker's omnibus account with
Vanguard. Your broker then could either (1) credit your account with 0.750 ETF
Shares rather than 2.481 conventional shares, or (2) redeem the 2.481
conventional shares at net asset value, in which case you would receive cash in
place of those shares. If your broker chooses to redeem your conventional
shares, you will realize a gain or loss on the redemption that must be reported
on your tax return (unless you hold the shares in an IRA or other tax-deferred
account). Please consult your broker for information on how it will handle the
conversion process, including whether it will impose a fee to process a
conversion.
54
If you convert your conventional shares to ETF Shares through Vanguard
Brokerage,
all conventional shares for which you request conversion will be converted into
ETF Shares of equivalent value. Because no fractional shares will have to be
sold, the transaction will be 100% tax-free. Vanguard Brokerage does not impose
a conversion fee over and above the fee imposed by Vanguard.
Here are some important points to keep in mind when converting conventional
shares of a Vanguard fund into ETF Shares:
. The conversion transaction is nontaxable except, as applicable, to the limited
extent as previously described.
. The conversion process can take anywhere from several days to several weeks,
depending on your broker. Vanguard generally will process conversion requests
either on the day they are received or on the next business day. Vanguard
imposes conversion blackout windows around the dates when a fund with ETF Shares
declares dividends. This is necessary to prevent a shareholder from collecting a
dividend from both the conventional share class currently held and also from the
ETF share class into which the shares will be converted.
. Until the conversion process is complete, you will remain fully invested in a
fund's conventional shares, and your investment will increase or decrease in
value in tandem with the net asset value of those shares.
. During the conversion process, you will be able to liquidate all or part of
your investment by instructing Vanguard or your broker (depending on who
maintains records of your share ownership) to redeem your conventional shares.
After the conversion process is complete, you will be able to liquidate all or
part of your investment by instructing your broker to sell your ETF Shares.
55
Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average
returns of the financial markets. Active managers rely on research, market
forecasts, and their own judgment and experience in selecting securities to buy
and sell.
Capital Gains Distribution. Payment to mutual fund shareholders of gains
realized on securities that a fund has sold at a profit, minus any realized
losses.
Cash Investments. Cash deposits, short-term bank deposits, and money market
instruments that include U.S. Treasury bills and notes, bank certificates of
deposit (CDs), repurchase agreements, commercial paper, and banker's
acceptances.
Circuit Breaker. A rule that requires a halt in trading in the U.S. stock
markets for a specific period of time when the Dow Jones Industrial Average
declines by a specified percentage during the course of a trading day.
Common Stock. A security representing ownership rights in a corporation. A
stockholder is entitled to share in the company's profits, some of which may be
paid out as dividends.
Country/Regional Risk. The chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of securities issued by companies in foreign countries or regions. Because
a fund may invest a large portion of its assets in securities of companies
located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country/regional risk is especially high in emerging markets.
Currency Risk. The chance that the value of a foreign investment, measured in
U.S. dollars, will decrease because of unfavorable changes in currency exchange
rates.
Dividend Distribution. Payment to mutual fund shareholders of income from
interest or dividends generated by a fund's investments.
ETF Shares. A class of exchange-traded shares issued by certain Vanguard mutual
funds. ETF Shares can be bought and sold continuously throughout the day at
market prices.
Expense Ratio. The percentage of a fund's average net assets used to pay its
expenses during a fiscal year. The expense ratio includes management
expenses--such as advisory fees, account maintenance, reporting, accounting,
legal, and other administrative expenses--and any 12b-1 distribution fees. It
does not include the transaction costs of buying and selling portfolio
securities.
Inception Date. The date on which the assets of a fund (or one of its share
classes) are first invested in accordance with the fund's investment objective.
For funds with a subscription period, the inception date is the day after that
period ends. Investment performance is measured from the inception date.
56
Index. An unmanaged group of securities whose overall performance is used as a
standard to measure the investment performance of a particular market.
International Stock Fund. A mutual fund that invests in the stocks of companies
located outside the United States.
Investment Advisor. An organization that is responsible for making the
day-to-day decisions regarding a fund's investments.
Median Market Cap. An indicator of the size of companies in which a fund
invests; the midpoint of market capitalization (market price x shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested in each stock. Stocks representing half of the fund's assets have
market capitalizations above the median, and the rest are below it.
Mutual Fund. An investment company that pools the money of many people and
invests it in a variety of securities in an effort to achieve a specific
objective over time.
Net Asset Value (NAV). The market value of a mutual fund's total assets, minus
liabilities, divided by the number of shares outstanding. The value of a single
share is also called its share value or share price.
Passive Management. A low-cost investment strategy in which a mutual fund
attempts to track--rather than outperform--a specified market benchmark or
"index"; also known as indexing.
Securities. Stocks, bonds, money market instruments, and other investment
vehicles.
Total Return. A percentage change, over a specified time period, in a mutual
fund's net asset value, assuming the reinvestment of all distributions of
dividends and
capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The
greater a fund's volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
57
[Vanguard Ship Logo/R/]
Institutional Division
P.O. Box 2900
Valley Forge, PA 19482-2900
CONNECT WITH VANGUARD/(R)/ > www.vanguard.com
For More Information
If you would like more information about Vanguard International Stock Index
Funds, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds' investments is available in the Funds'
annual and semiannual reports to shareholders. In the annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Funds' performance during its last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the Funds.
The current annual and semiannual reports and the SAI are incorporated by
reference into (and are thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or
to request additional information about the Funds or other Vanguard funds,
please visit www.vanguard.com or contact us as follows:
If you are an individual investor:
The Vanguard Group Investor Information Department
P.O. Box 2900
Valley Forge, PA 19482-2900
Telephone: 800-662-7447 (SHIP); Text telephone for people with hearing
impairment: 800-952-3335
If you are a client of Vanguard's Institutional Division:
The Vanguard Group
Institutional Investor Information Department
P.O. Box 2900
Valley Forge, PA 19482-2900
Telephone: 888-809-8102; Text telephone for people with hearing impairment:
800-952-3335
If you are a current Vanguard shareholder and would like information about your
account, account transactions, and/or account statements, please call:
Client Services Department
Telephone: 800-662-2739 (CREW); Text telephone for people with hearing
impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Fund (including the SAI) at the
SEC's Public Reference Room in Washington, DC. To find out more about this
public service, call the SEC at 202-551-8090. Reports and other information
about the Funds are also available in the EDGAR database on the SEC's Internet
site at www.sec.gov, or you can receive copies of this information, for a fee,
by electronic request at the following e-mail address: publicinfo@sec.gov, or by
writing the Public Reference Section, Securities and Exchange Commission,
Washington, DC 20549-0102.
Funds' Investment Company Act file number: 811-5972
(C) 2008 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
I235 082008
Vanguard/(R)/ International Stock ETFs
> Prospectus
Exchange-traded fund shares that are not individually redeemable
August 29, 2008
[Vanguard Ship Logo/R/]
Vanguard European ETF
Vanguard Pacific ETF
Vanguard Emerging Markets ETF
[Indexed to MSCI/R/]
This prospectus contains financial data for the Funds through the fiscal period
ended April 30, 2008.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
Contents
-----------------------------------------------------------------------------------------
Vanguard ETF Profiles 1 More on the Funds and ETF Shares 18
-----------------------------------------------------------------------------------------
European ETF 1 The Funds and Vanguard 33
-----------------------------------------------------------------------------------------
Pacific ETF 6 Investment Advisor 34
-----------------------------------------------------------------------------------------
Emerging Markets ETF 11 Dividends, Capital Gains, and Taxes 35
-----------------------------------------------------------------------------------------
Investing in Vanguard ETF Shares 16 Daily Pricing 37
-----------------------------------------------------------------------------------------
Financial Highlights 38
-----------------------------------------------------------------------------------------
Glossary of Investment Terms 43
-----------------------------------------------------------------------------------------
|
A Note to Retail Investors
Vanguard ETF Shares can be purchased directly from the issuing Fund only in
exchange for a basket of securities that is expected to be worth several million
dollars. Most individual investors, therefore, will not be able to purchase ETF
Shares directly from the Fund. Instead, these investors will purchase ETF Shares
on the secondary market with the assistance of a broker. Thus, some of the
information contained in this prospectus--such as information about purchasing
and redeeming ETF Shares from a Fund and references to transaction fees imposed
on purchases and redemptions--is not relevant to most individual investors.
An investment in a Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Company or any other government
agency.
ETF PROFILE--VANGUARD EUROPEAN ETF
The following profile summarizes key features of Vanguard European ETF, an
exchange-traded class of shares issued by Vanguard European Stock Index Fund.
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks issued by companies located in the major markets of
Europe.
Primary Investment Strategies
The Fund employs a "passive management"--or indexing--investment approach by
investing all, or substantially all, of its assets in the common stocks included
in the Morgan Stanley Capital International/(R)/ (MSCI/(R)/) Europe Index. The
MSCI Europe Index is made up of approximately xxx common stocks of companies
located in xx European countries--mostly companies in the United Kingdom,
France, Germany, and Switzerland (which made up xx%, xx%, xx%, and xx%,
respectively, of the Index's market capitalization, as of April 30, 2008). Other
countries represented in the Index include Austria, Belgium, Denmark, Finland,
Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, and Sweden.
For additional information on the Fund's investment strategies, please see More
on the Funds and ETF Shares.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/Regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. The Index's, and therefore the Fund's, heavy exposure to four countries
(the United Kingdom, France, Germany, and Switzerland) subjects the Fund to a
higher degree of country risk than that of more geographically diversified
international funds.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
1
Because ETF Shares are traded on an exchange, they are subject to additional
risks:
. European ETF Shares are listed for trading on the American Stock Exchange
(AMEX) and can be bought and sold on the secondary market at market prices.
Although it is expected that the market price of a European ETF Share typically
will approximate its net asset value, there may be times when the market price
and the NAV vary significantly. Thus, you may pay more than NAV when you buy
European ETF Shares on the secondary market, and you may receive less than NAV
when you sell those shares.
. Although European ETF Shares are listed for trading on the AMEX, it is
possible that an active trading market may not be maintained.
. Trading of European ETF Shares on the AMEX may be halted if AMEX officials
deem such action appropriate, if European ETF Shares are delisted from the AMEX,
or if the activation of marketwide "circuit breakers" halts stock trading
generally.
Performance/Risk Information
The following bar chart and table are intended to help you understand the risks
of investing in the Fund. The bar chart shows how the performance of the Fund's
ETF Shares has varied from one calendar year to another over the periods shown.
The table shows how the average annual total returns of the ETF Shares compare
with those of the Fund's target index. Keep in mind that the Fund's past
performance (before and after taxes) does not indicate how the Fund will perform
in the future.
Annual Total Returns--ETF Shares/1/
-------------------------------------------------------------------------------
[Bar Chart Range: 80% to -40%]
2006 33.57%
2007 13.93
-------------------------------------------------------------------------------
1 Return figures assume that an investor purchased shares at net asset value,
and do not reflect the transaction fee imposed on purchases and redemptions of
Creation Units or the commissions that investors pay their brokers to buy and
sell ETF Shares on the secondary market. The year-to-date return as of the
most recent calendar-quarter, which ended on June 30, 2008, was x.xx%.
|
During the periods shown in the bar chart, the highest return for a calendar
quarter was 11.24% (quarter ended December 31, 2006), and the lowest return for
a quarter was -0.96% (quarter ended December 31, 2007).
2
Average Annual Total Returns for Periods Ended December 31, 2007
Since
1 Year Inception/1/
-------------------------------------------------------------------------------------------------------
Vanguard European ETF
Based on NAV
-------------------------------------------------------------------------------------------------------
Return Before Taxes 13.93% 17.96%
-------------------------------------------------------------------------------------------------------
Return After Taxes on Distributions 13.40 17.45
-------------------------------------------------------------------------------------------------------
Return After Taxes on Distributions and Sale of Fund Shares 9.75 15.51
-------------------------------------------------------------------------------------------------------
Based on Market Price
-------------------------------------------------------------------------------------------------------
Return Before Taxes 13.16% 17.99%
-------------------------------------------------------------------------------------------------------
MSCI Europe Index /2/
(reflects no deduction for fees or expenses) 13.86% 18.00%
-------------------------------------------------------------------------------------------------------
1 Since-inception returns are from March 4, 2005--the inception date of the
ETF Shares--through December 31, 2007.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
|
Note on after-tax returns. Actual after-tax returns depend on your tax
situation and may differ from those shown in the preceding table. When after-tax
returns are calculated, it is assumed that the shareholder was in the highest
federal marginal income tax bracket at the time of each distribution of income
or capital gains or upon redemption. State and local income taxes are not
reflected in the calculations. Please note that after-tax returns will differ
for each share class in an amount approximately equal to the difference in
expense ratios. After-tax returns are not relevant for a shareholder who holds
fund shares in a tax-deferred account, such as an individual retirement account
or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions
and Sale of Fund Shares will be higher than other figures for the same period if
a capital loss occurs upon redemption and results in an assumed tax deduction
for the shareholder.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold ETF Shares of Vanguard European Stock Index Fund. As is the case with all
mutual funds, transaction costs incurred by the Fund for buying and selling
securities are not reflected in the table. However, these costs are reflected in
the investment performance figures included in this prospectus. The expenses
shown under Annual Fund Operating Expenses are based on those incurred in the
fiscal period ended
April 30, 2008.
3
Shareholder Fees
(Fees paid directly from your investment)
------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None
------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None
------------------------------------------------------------------------------
Transaction Fee on Purchases and Redemptions $9,600/1/
------------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses deducted from the Fund's assets)
------------------------------------------------------------------------------
Management Expenses 0.07%
------------------------------------------------------------------------------
12b-1 Distribution Fee None
------------------------------------------------------------------------------
Other Expenses 0.05%
------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.12%
------------------------------------------------------------------------------
1 An additional fee may be charged on the cash portion of any creation
(purchase) or redemption transaction. Please see "Purchasing Vanguard ETF
Shares From an Issuing Fund."
An investor buying or selling European ETF Shares on the secondary market
will pay a commission to his or her broker in an amount established by the
broker. An investor converting into European ETF Shares will pay a $50
conversion fee to Vanguard; in addition, the broker may impose a conversion
fee of its own.
|
The following example is intended to help retail investors compare the cost of
investing in European ETF with the cost of investing in other funds. It
illustrates the hypothetical expenses that such investors would incur over
various periods if they invest $10,000 in European ETF. This example assumes
that European ETF Shares provide a return of 5% a year and that operating
expenses remain the same. This example does not include the brokerage
commissions that retail investors will pay to buy and sell European ETF Shares.
It also does not include the transaction fees on purchases and redemptions of
Creation Units, because these fees will not be imposed on retail investors.
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------
$12 $39 $68 $154
--------------------------------------------------------
|
The value of a European ETF Creation Unit as of April 30, 2008, was
approximately $8.166 million. Assuming an investment of $8.166 million, payment
of the standard $9,600 transaction fee applicable to both the purchase and
redemption of the Creation Unit, a 5% return each year, and no change in
operating expenses, the total cost of holding a European ETF Creation Unit would
be $29,226 if the Creation Unit were redeemed after one year and $50,771 if
redeemed after three years.
4
These examples should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
Additional Information
As of April 30, 2008
----------------------------------------------------------------------------------------------------
Net Assets (all share classes of $xx billion
Vanguard European Stock Index Fund)
----------------------------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa., since inception
----------------------------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
----------------------------------------------------------------------------------------------------
Inception Date Investor Shares--June 18, 1990
ETF Shares--March 4, 2005
----------------------------------------------------------------------------------------------------
Number of European ETF Shares 100,000
in a Creation Unit
----------------------------------------------------------------------------------------------------
Vanguard Fund Number 963
----------------------------------------------------------------------------------------------------
CUSIP Number 922042874
----------------------------------------------------------------------------------------------------
AMEX Ticker Symbol VGK
----------------------------------------------------------------------------------------------------
|
5
ETF PROFILE--VANGUARD PACIFIC ETF
The following profile summarizes key features of Vanguard Pacific ETF, an
exchange-traded class of shares issued by Vanguard Pacific Stock Index Fund.
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks issued by companies located in the major markets of
the Pacific region.
Primary Investment Strategies
The Fund employs a "passive management"--or indexing--investment approach by
investing all, or substantially all, of its assets in the common stocks included
in the MSCI Pacific Index. The MSCI Pacific Index consists of approximately xxx
common stocks of companies located in Japan, Australia, Hong Kong, Singapore,
and New Zealand. (As of April 30, 2008, Japan and Australia made up xx% and xx%,
respectively, of the Index's market capitalization.) For additional information
on the Fund's investment strategies, please see More on the Funds and ETF
Shares.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/Regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. The Index's, and therefore the Fund's, heavy exposure to Japan and
Australia subjects the Fund to a higher degree of country risk than that of more
geographically diversified international funds.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
6
Because ETF Shares are traded on an exchange, they are subject to additional
risks:
. Pacific ETF Shares are listed for trading on the American Stock Exchange
(AMEX) and can be bought and sold on the secondary market at market prices.
Although it is expected that the market price of a Pacific ETF Share typically
will approximate its net asset value, there may be times when the market price
and the NAV vary significantly. Thus, you may pay more than NAV when you buy
Pacific ETF Shares on the secondary market, and you may receive less than NAV
when you sell those shares.
. Although Pacific ETF Shares are listed for trading on the AMEX, it is possible
that an active trading market may not be maintained.
. Trading of Pacific ETF Shares on the AMEX may be halted if AMEX officials deem
such action appropriate, if Pacific ETF Shares are delisted from the AMEX, or if
the activation of marketwide "circuit breakers" halts stock trading generally.
Performance/Risk Information
The following bar chart and table are intended to help you understand the risks
of investing in the Fund. The bar chart shows how the performance of the Fund's
ETF Shares has varied from one calendar year to another over the periods shown.
The table shows how the average annual total returns of the ETF Shares compare
with those of the Fund's target index. Keep in mind that the Fund's past
performance (before and after taxes) does not indicate how the Fund will perform
in the future.
Annual Total Returns--ETF Shares/1/
-------------------------------------------------------------------------------
[Bar Chart Range: 80% to -40%]
2006 12.10%
2007 4.85
-------------------------------------------------------------------------------
1 Return figures assume that an investor purchased shares at net asset value,
and do not reflect the transaction fee imposed on purchases and redemptions of
Creation Units or the commissions that investors pay their brokers to buy and
sell ETF Shares on the secondary market. The year-to-date return as of the
most recent calendar-quarter, which ended on June 30, 2008, was x.xx%.
|
During the periods shown in the bar chart, the highest return for a calendar
quarter was 7.83% (quarter ended December 31, 2006), and the lowest return for a
quarter was -4.96% (quarter ended December 31, 2007).
7
Average Annual Total Returns for Periods Ended December 31, 2007
Since
1 Year Inception/1/
---------------------------------------------------------------------------------------------
Vanguard Pacific ETF
Based on NAV
---------------------------------------------------------------------------------------------
Return Before Taxes 4.85% 13.01%
---------------------------------------------------------------------------------------------
Return After Taxes on Distributions 4.32 12.51
---------------------------------------------------------------------------------------------
Return After Taxes on Distributions and Sale of Fund Shares 3.51 11.08
---------------------------------------------------------------------------------------------
Based on Market Price
---------------------------------------------------------------------------------------------
Return Before Taxes 3.89% 13.01%
---------------------------------------------------------------------------------------------
MSCI Pacific Index(2)
(reflects no deduction for fees or expenses) 5.30% 13.37%
---------------------------------------------------------------------------------------------
1 Since-inception returns are from March 4, 2005--the inception date of the ETF
Shares--through December 31, 2007.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
|
Note on after-tax returns. Actual after-tax returns depend on your tax
situation and may differ from those shown in the preceding table. When after-tax
returns are calculated, it is assumed that the shareholder was in the highest
federal marginal income tax bracket at the time of each distribution of income
or capital gains or upon redemption. State and local income taxes are not
reflected in the calculations. Please note that after-tax returns will differ
for each share class in an amount approximately equal to the difference in
expense ratios. After-tax returns are not relevant for a shareholder who holds
fund shares in a tax-deferred account, such as an individual retirement account
or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions
and Sale of Fund Shares will be higher than other figures for the same period if
a capital loss occurs upon redemption and results in an assumed tax deduction
for the shareholder.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold ETF Shares of Vanguard Pacific Stock Index Fund. As is the case with all
mutual funds, transaction costs incurred by the Fund for buying and selling
securities are not reflected in the table. However, these costs are reflected in
the investment performance figures included in this prospectus. The expenses
shown under Annual Fund Operating Expenses are based on those incurred in the
fiscal period ended April 30, 2008.
8
Shareholder Fees
(Fees paid directly from your investment)
-------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None
-------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None
-------------------------------------------------------------------------
Transaction Fee on Purchases and Redemptions $7,200/1/
-------------------------------------------------------------------------
Annual Fund Operating Expenses
(Expenses deducted from the Fund's assets)
-------------------------------------------------------------------------
Management Expenses 0.08%
-------------------------------------------------------------------------
12b-1 Distribution Fee None
-------------------------------------------------------------------------
Other Expenses 0.04%
-------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.12%
-------------------------------------------------------------------------
1 An additional fee may be charged on the cash portion of any creation
(purchase) or redemption transaction. Please see "Purchasing Vanguard ETF
Shares From an Issuing Fund." An investor buying or selling Pacific ETF
Shares on the secondary market will pay a commission to his or her broker in
an amount established by the broker. An investor converting into Pacific ETF
Shares will pay a $50 conversion fee to Vanguard; in addition, the broker may
impose a conversion fee of its own.
|
The following example is intended to help retail investors compare the cost of
investing in Pacific ETF with the cost of investing in other funds. It
illustrates the hypothetical expenses that such investors would incur over
various periods if they invest $10,000 in Pacific ETF. This example assumes that
Pacific ETF Shares provide a return of 5% a year and that operating expenses
remain the same. This example does not include the brokerage commissions that
retail investors will pay to buy and sell Pacific ETF Shares. It also does not
include the transaction fees on purchases and redemptions of Creation Units,
because these fees will not be imposed on retail investors.
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------
$12 $39 $68 $154
--------------------------------------------------------
|
The value of a Pacific ETF Creation Unit as of April 30, 2008, was approximately
$7.517 million. Assuming an investment of $7.517 million, payment of the
standard $7,200 transaction fee applicable to both the purchase and redemption
of the Creation Unit, a 5% return each year, and no change in operating
expenses, the total cost of holding a Pacific ETF Creation Unit would be $23,632
if the Creation Unit were redeemed after one year and $43,468 if redeemed after
three years.
These examples should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
9
Additional Information
As of April 30, 2008
---------------------------------------------------------------------------------------------------
Net Assets (all share classes of $xx billion
Vanguard Pacific Stock Index Fund)
---------------------------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa., since inception
---------------------------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
---------------------------------------------------------------------------------------------------
Inception Date Investor Shares--June 18, 1990
ETF Shares--March 4, 2005
---------------------------------------------------------------------------------------------------
Number of Pacific ETF 100,000
Shares in a Creation Unit
---------------------------------------------------------------------------------------------------
Vanguard Fund Number 962
---------------------------------------------------------------------------------------------------
CUSIP Number 922042866
---------------------------------------------------------------------------------------------------
AMEX Ticker Symbol VPL
---------------------------------------------------------------------------------------------------
|
10
ETF PROFILE--VANGUARD EMERGING MARKETS ETF
The following profile summarizes key features of Vanguard Emerging Markets ETF,
an exchange-traded class of shares issued by Vanguard Emerging Markets Stock
Index Fund.
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the
investment return of stocks issued by companies located in emerging market
countries.
Primary Investment Strategies
The Fund employs a "passive management"--or indexing--investment approach by
investing substantially all (normally about 95%) of its assets in the common
stocks included in the MSCI Emerging Markets Index, while employing a form of
sampling to reduce risk. The MSCI Emerging Markets Index includes approximately
xxx common stocks of companies located in emerging markets around the world. As
of April 30, 2008, the largest markets covered in the Index were China, South
Korea, Brazil, Taiwan, and Russia (which made up xx%, xx%, xx%, xx%, and xx%,
respectively, of the Index's market capitalization). For additional information
on the Fund's investment strategies, please see More on the Funds and ETF
Shares.
Primary Risks
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the fluctuations of the overall stock market. The Fund's performance
could be hurt by:
. Stock market risk, which is the chance that stock prices overall will decline.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. In addition, investments in foreign stock markets can be
riskier than U.S. stock investments. The prices of foreign stocks and the prices
of U.S. stocks have, at times, moved in opposite directions.
. Country/Regional risk, which is the chance that world events--such as
political upheaval, financial troubles, or natural disasters--will adversely
affect the value of securities issued by companies in foreign countries or
regions. Country/regional risk is especially high in emerging markets. The
Index's, and therefore the Fund's, heavy exposure to China, South Korea, Brazil,
Taiwan, and Russia subjects the Fund to a higher degree of country risk than
that of more geographically diversified international funds.
. Emerging markets risk, which is the chance that the emerging markets will be
substantially more volatile, and substantially less liquid, than the more
developed foreign markets.
. Currency risk, which is the chance that the value of a foreign investment,
measured in U.S. dollars, will decrease because of unfavorable changes in
currency exchange rates.
11
Because ETF Shares are traded on an exchange, they are subject to additional
risks:
. Emerging Markets ETF Shares are listed for trading on the American Stock
Exchange (AMEX) and can be bought and sold on the secondary market at market
prices. Although it is expected that the market price of an Emerging Markets ETF
Share typically will approximate its net asset value, there may be times when
the market price and the NAV vary significantly. Thus, you may pay more than NAV
when you buy Emerging Markets ETF Shares on the secondary market, and you may
receive less than NAV when you sell those shares.
. Although Emerging Markets ETF Shares are listed for trading on the AMEX, it is
possible that an active trading market may not be maintained.
. Trading of Emerging Markets ETF Shares on the AMEX may be halted if AMEX
officials deem such action appropriate, if Emerging Markets ETF Shares are
delisted from the AMEX, or if the activation of marketwide "circuit breakers"
halts stock trading generally.
Performance/Risk Information
The following bar chart and table are intended to help you understand the risks
of investing in the Fund. The bar chart shows how the performance of the Fund's
ETF Shares has varied from one calendar year to another over the periods shown.
The table shows how the average annual total returns of the ETF Shares compare
with those of the Fund's target index and another comparative index. Keep in
mind that the Fund's past performance (before and after taxes) does not indicate
how the Fund will perform in the future.
Annual Total Returns--ETF Shares/1/
-------------------------------------------------------------------------------
[Bar Chart Range: 80% to -40%]
2006 29.53%
2007 39.05
-------------------------------------------------------------------------------
1 Return figures assume that an investor purchased shares at net asset value,
and do not reflect the transaction fee imposed on purchases and redemptions
of Creation Units or the commissions that investors pay their brokers to buy
and sell ETF Shares on the secondary market. The year-to-date return as of
the most recent calendar-quarter, which ended on June 30, 2008, was x.xx%.
|
12
During the periods shown in the bar chart, the highest return for a calendar
quarter was 17.23% (quarter ended December 31, 2006), and the lowest return for
a quarter was -4.54% (quarter ended June 30, 2006).
Average Annual Total Returns for Periods Ended December 31, 2007
Since
1 Year Inception/1/
---------------------------------------------------------------------------------------------
Vanguard Emerging Markets ETF
Based on NAV
---------------------------------------------------------------------------------------------
Return Before Taxes 39.05% 31.96%
---------------------------------------------------------------------------------------------
Return After Taxes on Distributions 38.62 31.59
---------------------------------------------------------------------------------------------
Return After Taxes on Distributions and Sale of Fund Shares 25.85 27.98
---------------------------------------------------------------------------------------------
Based on Market Price
---------------------------------------------------------------------------------------------
Return Before Taxes 37.85% 31.86%
---------------------------------------------------------------------------------------------
Comparative Indexes
(reflect no deduction for fees or expenses)
---------------------------------------------------------------------------------------------
MSCI Emerging Markets Index(2) 39.39% 33.79%
---------------------------------------------------------------------------------------------
Spliced Emerging Markets Index(3) 39.39 32.49
---------------------------------------------------------------------------------------------
1 Since-inception returns are from March 4, 2005--the inception date of the ETF
Shares--through December 31, 2007.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
3 Reflects performance of the Select Emerging Markets Index through August 23,
2006, and performance of the MSCI Emerging Markets Index thereafter. The
Select Emerging Markets Index was discontinued on August 24, 2006.
|
Note on after-tax returns. Actual after-tax returns depend on your tax
situation and may differ from those shown in the preceding table. When after-tax
returns are calculated, it is assumed that the shareholder was in the highest
federal marginal income tax bracket at the time of each distribution of income
or capital gains or upon redemption. State and local income taxes are not
reflected in the calculations. Please note that after-tax returns will differ
for each share class in an amount approximately equal to the difference in
expense ratios. After-tax returns are not relevant for a shareholder who holds
fund shares in a tax-deferred account, such as an individual retirement account
or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions
and Sale of Fund Shares will be higher than other figures for the same period if
a capital loss occurs upon redemption and results in an assumed tax deduction
for the shareholder.
13
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and
hold ETF Shares of Vanguard Emerging Markets Stock Index Fund. As is the case
with all mutual funds, transaction costs incurred by the Fund for buying and
selling securities are not reflected in the table. However, these costs are
reflected in the investment performance figures included in this prospectus. The
expenses shown under Annual Fund Operating Expenses are based on those incurred
in the fiscal period ended April 30, 2008.
Shareholder Fees
(Fees paid directly from your investment)
--------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Purchases None
--------------------------------------------------------------------------------
Sales Charge (Load) Imposed on Reinvested Dividends None
--------------------------------------------------------------------------------
Transaction Fee on Purchases and Redemptions Varies/1/
--------------------------------------------------------------------------------
Annual Fund Operating Expenses
Expenses deducted from the Fund's assets
--------------------------------------------------------------------------------
Management Expenses 0.14%
--------------------------------------------------------------------------------
12b-1 Distribution Fee None
--------------------------------------------------------------------------------
Other Expenses 0.11%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 0.25%
--------------------------------------------------------------------------------
1 An investor purchasing or redeeming Creation Units of Emerging Markets ETF
will pay to the issuing Fund a standard transaction fee of $9,300. An
additional fee may be charged on the cash portion of any creation (purchase)
or redemption transaction. Please see "Purchasing Vanguard ETF Shares From an
Issuing Fund."
An investor buying or selling Emerging Markets ETF Shares on the secondary
market will pay a commission to his or her broker in an amount established by
the broker. An investor converting into Emerging Markets ETF Shares will pay
a $50 conversion fee to Vanguard; in addition, the broker may impose a
conversion fee of its own.
|
The following example is intended to help retail investors compare the cost of
investing in Emerging Markets ETF with the cost of investing in other funds. It
illustrates the hypothetical expenses that such investors would incur over
various periods if they invest $10,000 in Emerging Markets ETF. This example
assumes that Emerging Markets ETF Shares provide a return of 5% a year and that
operating expenses remain the same. This example does not include the brokerage
commissions that retail investors will pay to buy and sell Emerging Markets ETF
Shares. It also does not include the transaction fees on purchases and
redemptions of Creation Units, because these fees will not be imposed on retail
investors.
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------
$26 $80 $141 $318
--------------------------------------------------------
|
14
The value of an Emerging Markets ETF Creation Unit as of April 30, 2008, was
approximately $11.662 million. Assuming an investment of $11.662 million,
payment of the standard $9,300 transaction fee applicable to both the purchase
and redemption of the Creation Unit, a 5% return each year, and no change in
operating expenses, the total cost of holding an Emerging Markets ETF Creation
Unit would be $48,424 if the Creation Unit were redeemed after one year and
$112,388 if redeemed after three years.
These examples should not be considered to represent actual expenses or
performance from the past or for the future. Actual future expenses may be
higher or lower than those shown.
Additional Information
As of April 30, 2008
-------------------------------------------------------------------------------------------------
Net Assets (all share classes of $xx billion
Vanguard Emerging Markets Stock
Index Fund)
-------------------------------------------------------------------------------------------------
Investment Advisor The Vanguard Group, Inc., Valley Forge, Pa., since inception
-------------------------------------------------------------------------------------------------
Dividends and Capital Gains Distributed annually in December
-------------------------------------------------------------------------------------------------
Inception Date Investor Shares--May 4, 1994
ETF Shares--March 4, 2005
-------------------------------------------------------------------------------------------------
Number of Emerging Markets ETF 100,000
Shares in a Creation Unit
-------------------------------------------------------------------------------------------------
Vanguard Fund Number 964
-------------------------------------------------------------------------------------------------
CUSIP Number 922042858
-------------------------------------------------------------------------------------------------
AMEX Ticker Symbol VWO
-------------------------------------------------------------------------------------------------
|
15
INVESTING IN VANGUARD ETF(TM) SHARES
What Are Vanguard ETF Shares?
Vanguard ETF Shares are an exchange-traded class of shares issued by certain
Vanguard mutual funds. ETF Shares represent an interest in the portfolio of
stocks or bonds held by the issuing fund. The following ETF Shares are offered
through this prospectus:
Fund ETF Shares Seeks to Track
------------------------------------------------------------------------------------------
Vanguard European Stock Vanguard European ETF European stock markets
Index Fund
------------------------------------------------------------------------------------------
Vanguard Pacific Stock Vanguard Pacific ETF Australian and Far East
Index Fund stock markets
------------------------------------------------------------------------------------------
Vanguard Emerging Markets Vanguard Emerging Markets ETF 25 emerging stock markets
Stock Index Fund in Europe, Asia, Africa, and
Latin America
------------------------------------------------------------------------------------------
|
In addition to ETF Shares, the Funds offer four conventional (not
exchange-traded) classes of shares. This prospectus, however, relates only to
ETF Shares.
How Are Vanguard ETF Shares Different From Conventional Mutual
Fund Shares?
Conventional mutual fund shares are bought from and redeemed with the issuing
fund for cash at a net asset value (NAV) typically calculated once a day. ETF
Shares, by contrast, cannot be purchased from or redeemed with the issuing fund
except by or through Authorized Participants (defined below), and then only for
an in-kind basket of securities.
An organized secondary trading market is expected to exist for ETF Shares,
unlike conventional mutual fund shares, because ETF Shares are listed for
trading on a national securities exchange. Investors can purchase and sell ETF
Shares on the secondary market through a broker. Secondary-market transactions
occur not at NAV, but at market prices that change throughout the day, based on
the supply of, and demand for, ETF Shares and on changes in the prices of the
fund's portfolio holdings.
The market price of a fund's ETF Shares will differ somewhat from the NAV of
those shares. The difference between market price and NAV is expected to be
small most of the time, but in times of extreme market volatility the difference
may become significant.
16
How Do I Buy and Sell Vanguard ETF Shares?
Vanguard funds issue and redeem ETF Shares only in large blocks of shares known
as "Creation Units." To purchase or redeem a Creation Unit, you must be an
Authorized Participant or you must trade through a broker that is an Authorized
Participant. An Authorized Participant is a participant in the Depository Trust
Company that has executed a Participant Agreement with the fund's Distributor.
Vanguard will provide a list of Authorized Participants upon request. Because
Creation Units can be purchased only in exchange for a basket of securities
likely to cost millions of dollars, it is expected that only a limited number of
institutional investors will purchase and redeem ETF Shares directly with an
issuing fund.
Investors who cannot afford to purchase a Creation Unit can acquire ETF Shares
in one of two ways. If you own conventional shares of a stock fund that issues
ETF Shares, you can, for a fee, convert those shares into ETF Shares of
equivalent value. For more information about the conversion privilege, see
"Conversion Privilege" under More on the Funds and ETF Shares. In addition, any
investor can purchase ETF Shares on the secondary market through a broker. ETF
Shares are publicly traded on a national securities exchange. To acquire ETF
Shares through either means, you must have a brokerage account. For information
about acquiring ETF Shares through conversion of conventional shares or through
a secondary-market purchase, please contact your broker. If you want to sell ETF
Shares, you must do so through your broker; ETF Shares cannot be converted back
into conventional shares.
When you buy or sell ETF Shares on the secondary market, your broker will charge
a commission. You will also incur the cost of the "bid-asked spread," which is
the difference between the price a dealer will pay for a security and the
somewhat higher price at which the dealer will sell the same security. In
addition, because secondary-market transactions occur at market prices, you may
pay more than NAV when you buy ETF Shares, and receive less than NAV when you
sell those shares.
17
MORE ON THE FUNDS AND ETF SHARES
The following sections explain the primary investment strategies and policies
that each Fund uses in pursuit of its objective. Look for this [FLAG] symbol
throughout the prospectus. It is used to mark detailed information about the
more significant risks that you would confront as a Fund shareholder. The Funds'
board of trustees, which oversees the Funds' management, may change investment
strategies or policies in the interest of shareholders without a shareholder
vote, unless those strategies or policies are designated as fundamental. Under
normal circumstances, each Fund will invest at least 80% of its assets in the
types of stocks indicated by its name. A Fund may change its 80% policy or
indexing strategy only upon 60 days' notice to shareholders. Note that each
Fund's investment objective is not fundamental and may be changed without a
shareholder vote.
Market Exposure
To track their target indexes as closely as possible, the Funds attempt to
remain fully invested in the foreign stocks included in their particular
indexes.
Plain Talk About International Investing
U.S. investors who invest abroad will encounter risks not typically
associated with U.S. companies, because foreign stock and bond markets
operate differently from the U.S. markets. For instance, foreign companies
are not subject to the same accounting, auditing, and financial-reporting
standards and practices as U.S. companies, and their stocks may not be as
liquid as those of similar U.S. firms. In addition, foreign stock exchanges,
brokers, and companies generally have less government supervision and
regulation than their counterparts in the United States. These factors, among
others, could negatively affect the returns U.S. investors receive from
foreign investments.
[FLAG]
Each Fund is subject to stock market risk, which is the chance that stock
prices overall will decline. Stock markets tend to move in cycles, with periods
of rising prices and periods of falling prices. In addition, investments in
foreign stock markets can be riskier than U.S. stock investments. The prices of
foreign stocks and the prices of U.S. stocks have, at times, moved in opposite
directions.
To illustrate the volatility of international stock prices, the following table
shows the best, worst, and average annual total returns for foreign stock
markets over various periods as measured by the Morgan Stanley Capital
International Europe, Australasia, Far East (MSCI EAFE) Index, a widely used
barometer of international market activity. (Total returns consist of dividend
income plus change in market price.) Note that the returns shown do not include
the costs of buying and selling stocks or other expenses that a real-world
investment portfolio would incur.
18
International Stock Market Returns
(1970-2007)
1 Year 5 Years 10 Years 20 Years
----------------------------------------------------
Best 69.4% 36.1% 22.0% 15.5%
----------------------------------------------------
Worst -23.4 -2.9 4.0 7.4
----------------------------------------------------
Average 12.9 11.1 11.6 12.3
----------------------------------------------------
|
The table covers all of the 1-, 5-, 10-, and 20-year periods from 1970 through
2007. These average returns reflect past performance of international stocks;
you should not regard them as an indication of future performance from either
foreign markets as a whole or ETF Shares in particular.
Note that the MSCI EAFE Index does not take into account returns for emerging
markets, which can be substantially more volatile, and substantially less
liquid, than the more developed markets included in the Index. In addition,
because the MSCI EAFE Index tracks the European and Pacific developed markets
collectively, the returns in the preceding table do not reflect the variability
of returns for these markets individually. To illustrate this variability, the
following table shows returns for different international markets--as well as
for the U.S. market for comparison--from 1998 through 2007, as measured by their
respective indexes.
Returns for Various Stock Markets/1/
European Pacific Emerging U.S.
Market/2/ Market/2/ Markets/2/ Market
-----------------------------------------------------------------------------------------------------
1998 28.53% 2.72% -25.34% 28.58%
-----------------------------------------------------------------------------------------------------
1999 15.89 56.65 66.41 21.04
-----------------------------------------------------------------------------------------------------
2000 -8.39 -25.78 -30.61 -9.10
-----------------------------------------------------------------------------------------------------
2001 -19.90 -25.40 -2.62 -11.89
-----------------------------------------------------------------------------------------------------
2002 -18.38 -9.29 -6.17 -22.10
-----------------------------------------------------------------------------------------------------
2003 38.54 38.48 55.82 28.68
-----------------------------------------------------------------------------------------------------
2004 20.88 18.98 25.55 10.88
-----------------------------------------------------------------------------------------------------
2005 9.42 22.64 34.00 4.91
-----------------------------------------------------------------------------------------------------
2006 33.72 12.20 32.17 15.79
-----------------------------------------------------------------------------------------------------
2007 13.86 5.30 39.39 5.49
-----------------------------------------------------------------------------------------------------
1 European market returns are measured by the MSCI Europe Index; Pacific market
returns are measured by the MSCI Pacific Index; emerging markets returns are
measured by the MSCI Emerging Markets Index; and U.S. market returns are
measured by the Standard & Poor's 500 Index.
2 Index returns are adjusted for withholding taxes applicable to Luxembourg
holding companies.
|
19
Keep in mind that these returns reflect past performance of the various indexes;
you should not consider them as an indication of future performance of the
indexes, or of the Funds in particular.
[FLAG]
The Fund is subject to country/regional risk and currency risk.
Country/regional risk is the chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of companies in a particular country or region. Because the Fund may
invest a large portion of its assets in securities of companies located in any
one country or region, its performance may be hurt disproportionately by the
poor performance of its investments in that area. Country/regional risk is
especially high in emerging markets. Currency risk is the chance that the value
of a foreign investment, measured in U.S. dollars, will decrease because of
unfavorable changes in currency exchange rates.
Plain Talk About Regional Versus Broad International Investing
Regional funds are international funds that invest in a particular
geographical region, such as Europe or the Pacific Basin. Because they
concentrate their holdings in a single region, these funds typically have
higher share-price volatility than broadly diversified international stock
funds (which, by investing in many different foreign markets, may offset
losses from one country with gains from another at any given time).
Security Selection
Each Fund attempts to track the investment performance of a benchmark index
using the replication method of indexing, meaning that each Fund holds the same
stocks as its target index in approximately the same proportion as represented
in the index itself.
European Stock Index Fund. The Fund invests in the common stocks included in
the MSCI Europe Index, which is made up of approximately xxx common stocks of
companies located in xx European countries. Four countries--the United Kingdom,
France, Germany, and Switzerland--dominate the Index. These four countries made
up xx%, xx%, xx%, and xx%, respectively, of the Index's market capitalization as
of April 30, 2008. The other xx countries--Austria, Belgium, Denmark, Finland,
Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, and
Sweden--are much less significant to the Index and, consequently, to the Fund.
The Fund's heavy exposure to just four countries subjects the Fund to a higher
degree of country risk than that of more geographically diversified
international funds. As of April 30, 2008, the Fund had an asset-weighted median
market capitalization of $xx billion.
20
Pacific Stock Index Fund. The Fund invests in the common stocks included in the
MSCI Pacific Index, which is made up of approximately xxx common stocks of
Pacific Basin companies. The Index is dominated by the Japanese and Australian
stock markets, which represented xx% and xx%, respectively, of the Index's
market capitalization as of April 30, 2008. The other three markets represented
in the Index are Hong Kong, Singapore, and New Zealand. The Fund's large
investment in the Japanese and Australian stock markets subjects the Fund to a
higher degree of country risk than that of more geographically diversified
international funds. As of April 30, 2008, the Fund had an asset-weighted median
market capitalization of $xx billion.
Emerging Markets Stock Index Fund. The Fund invests substantially all (normally
about 95%) of its assets in the common stocks included in the MSCI Emerging
Markets Index, which is made up of approximately xxx common stocks of companies
located in xx emerging markets of Europe, Asia, Africa, and Latin America. (The
depositary receipt for a common stock will be considered to be a common stock
for the purposes of meeting this percentage test.) Five countries--China, South
Korea, Brazil, Taiwan, and Russia--collectively represent a majority of the
Index, with xx%, xx%, xx%, xx%, and xx%, respectively, of the Index's market
capitalization as of April 30, 2008. The other 20 countries are Argentina,
Chile, Colombia, the Czech Republic, Egypt, Hungary, India, Indonesia, Israel,
Jordan, Malaysia, Mexico, Morocco, Pakistan, Peru, the Philippines, Poland,
South Africa, Thailand, and Turkey. The Fund's advisor employs a sampling
technique, using its discretion--based on an analysis that considers liquidity,
repatriation of capital, and entry barriers in various markets--to determine
whether or not to invest in particular securities.
Emerging markets can be substantially more volatile, and substantially less
liquid, than both U.S. and more developed foreign markets. In addition, the
smaller-capitalization stocks in which the Emerging Markets Stock Index Fund
typically invests often perform quite differently from the large-cap stocks that
dominate the overall stock market. Therefore, the Fund may expose investors to a
higher degree of volatility and illiquidity than funds that invest in more
developed markets. As of April 30, 2008, the MSCI Emerging Markets Index had an
asset-weighted median market capitalization of $xx billion.
Depositary Receipts. Each Fund, in most cases, will obtain economic exposure to
stocks of its target index (component securities) by investing directly in
common stocks. However, each Fund reserves the right to obtain economic exposure
to component securities indirectly by purchasing depositary receipts of the
component securities. Depositary receipts are securities that are listed on
exchanges or quoted in OTC markets in one country, but represent shares of
issuers domiciled in another country. Generally, a Fund would hold depositary
receipts only when the advisor believes that holding the depositary receipt,
rather than the underlying component security, would benefit the Fund. A Fund
might opt to hold depositary receipts if the
21
foreign market in which a stock trades does not provide adequate protection to
the rights of foreign investors or government regulators place restrictions on
the free flow of capital or currency. Each Fund treats depositary receipts that
represent interests in component securities as component securities for purposes
of any requirements related to the percentage of component securities held in
the Fund's portfolio.
Other Investment Policies and Risks
Each Fund reserves the right to substitute a different index for the index it
currently tracks if the current index is discontinued, if the Fund's agreement
with the sponsor of its target index is terminated, or for any other reason
determined in good faith by the Fund's board of trustees. In any such instance,
the substitute index would measure the same market segment as the current index.
Each Fund may invest, to a limited extent, in stock futures and options
contracts, warrants, convertible securities, and swap agreements, all of which
are types of derivatives. Generally speaking, a derivative is a financial
contract whose value is based on the value of a financial asset (such as a
stock, bond, or currency), a physical asset (such as gold), or a market index
(such as the S&P 500 Index). Investments in derivatives may subject the Funds to
risks different from, and possibly greater than, those of underlying securities,
assets, or market indexes. The Funds will not use derivatives for speculation or
for the purpose of leveraging (magnifying) investment returns.
Each Fund may enter into forward foreign currency exchange contracts, which are
types of derivative contracts, in order to maintain the same currency exposure
as its respective index. A forward foreign currency exchange contract is an
agreement to buy or sell a country's currency at a specific price on a specific
date, usually 30, 60, or 90 days in the future. In other words, the contract
guarantees an exchange rate on a given date. These contracts, however, will not
prevent the Fund's securities from falling in value during foreign market
downswings. The Funds may use these contracts to gain currency exposure when
investing in stock index futures and to settle trades in a foreign currency.
Cash Management
Each Fund's daily cash balance may be invested in one or more Vanguard CMT
Funds, which are very low-cost money market funds. When investing in a Vanguard
CMT Fund, each Fund bears its proportionate share of the at-cost expenses of the
CMT Fund in which it invests.
22
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and
strategies when doing so is believed to be in the Fund's best interest, so long
as the alternative is consistent with the Fund's investment objective. For
instance, the Fund may invest beyond the normal limits in derivatives or ETFs
that are consistent with the Fund's objective when those instruments are more
favorably priced or provide needed liquidity, as might be the case when the Fund
receives large cash flows that it cannot prudently invest immediately.
Special Risks of Exchange-Traded Shares
[FLAG]
ETF Shares are not individually redeemable. They can be redeemed with the
issuing Fund at NAV only in large blocks known as Creation Units. You would
incur brokerage costs in purchasing enough ETF Shares to constitute a Creation
Unit.
[FLAG]
The market price of ETF Shares may differ from net asset value. Vanguard ETF
Shares are listed for trading on a national securities exchange and can be
bought and sold on the secondary market at market prices. Although it is
expected that the market price of an ETF Share typically will approximate its
NAV, there may be times when the market price and the NAV differ significantly.
Thus, you may pay more than NAV when you buy ETF Shares on the secondary
market, and you may receive less than NAV when you sell those shares.
The market price of ETF Shares, like the price of any exchange-traded security,
includes a "bid-asked spread" charged by the exchange specialist and other
market-makers that cover the particular security. In times of severe market
disruption, the bid-asked spread can increase significantly. This means that
ETF Shares are most likely to be traded at a discount to NAV, and the discount
is likely to be greatest, when the price of ETF Shares is falling fastest--and
this may be the time that you most want to sell ETF Shares.
23
The following table shows the number of times the Funds' ETF Shares traded at a
premium or discount to NAV as well as the size of the premium or discount.
Premium/Discount Information as of the Most Recent Calendar Quarter Ended
June 30, 2008
Market Price Above or Equal to Market Price Below NAV
NAV
------------------------------------------------------------------------------------------------
Basis Point Number Percentage of Number Percentage of
Differential/1/ of Days Total Days of Days Total Days
------------------------------------------------------------------------------------------------
Vanguard European ETF (Beginning March 4, 2005)
------------------------------------------------------------------------------------------------
0-24.9 xxx xx.xx% xx xx.xx%
------------------------------------------------------------------------------------------------
25-49.9 xxx xx.xx xx xx.xx
------------------------------------------------------------------------------------------------
50-74.9 xxx xx.xx xx xx.xx
------------------------------------------------------------------------------------------------
75-100 xxx xx.xx xx xx.xx
------------------------------------------------------------------------------------------------
>100 xxx xx.xx xx xx.xx
------------------------------------------------------------------------------------------------
Total xxx xx.xx% xx xx.xx%
------------------------------------------------------------------------------------------------
Vanguard Pacific ETF (Beginning March 4, 2005)
------------------------------------------------------------------------------------------------
0-24.9 xxx xx.xx% xx xx.xx%
------------------------------------------------------------------------------------------------
25-49.9 xxx xx.xx xx xx.xx
------------------------------------------------------------------------------------------------
50-74.9 xxx xx.xx xx xx.xx
------------------------------------------------------------------------------------------------
75-100 xxx xx.xx xx xx.xx
------------------------------------------------------------------------------------------------
>100 xxx xx.xx xx xx.xx
------------------------------------------------------------------------------------------------
Total xxx xx.xx% xx xx.xx%
------------------------------------------------------------------------------------------------
Vanguard Emerging Markets ETF (Beginning March 4, 2005)
------------------------------------------------------------------------------------------------
0-24.9 xxx xx.xx% xx xx.xx%
------------------------------------------------------------------------------------------------
25-49.9 xxx xx.xx xx xx.xx
------------------------------------------------------------------------------------------------
50-74.9 xxx xx.xx xx xx.xx
------------------------------------------------------------------------------------------------
75-100 xxx xx.xx xx xx.xx
------------------------------------------------------------------------------------------------
>100 xxx xx.xx xx xx.xx
------------------------------------------------------------------------------------------------
Total xxx xx.xx% xxx xx.xx%
------------------------------------------------------------------------------------------------
1 One basis point equals 1/100 of 1%.
|
24
The following table shows the cumulative (not annual) total returns of each
Fund's ETF Shares, based on the shares' NAV and market price, and of the Fund's
target index.
Cumulative Total Returns as of the Most Recent Calendar Quarter Ended
June 30, 2008
Since
1 Year Inception/1/
----------------------------------------------------------------------------------------
Vanguard European ETF
----------------------------------------------------------------------------------------
Return Based on NAV xx.xx% xx.xx%
----------------------------------------------------------------------------------------
Return Based on Market Price xx.xx xx.xx
----------------------------------------------------------------------------------------
MSCI Europe Index xx.xx xx.xx
----------------------------------------------------------------------------------------
Vanguard Pacific ETF
----------------------------------------------------------------------------------------
Return Based on NAV xx.xx% xx.xx%
----------------------------------------------------------------------------------------
Return Based on Market Price xx.xx xx.xx
----------------------------------------------------------------------------------------
MSCI Pacific Index xx.xx xx.xx
----------------------------------------------------------------------------------------
Vanguard Emerging Markets ETF
----------------------------------------------------------------------------------------
Return Based on NAV xx.xx% xx.xx%
----------------------------------------------------------------------------------------
Return Based on Market Price xx.xx xx.xx
----------------------------------------------------------------------------------------
MSCI Emerging Markets Index xx.xx xx.xx
----------------------------------------------------------------------------------------
1 Since-inception returns are from March 4, 2005--the inception date of the
ETF Shares--through June 30, 2008.
|
Note: Vanguard's website will show the prior day's closing NAV and closing
market price for each Fund's ETF Shares. The website also will disclose how
frequently each Fund's ETF Shares traded at a premium or discount to NAV (based
on closing NAVs and market prices) and the magnitudes of such premiums and
discounts.
[FLAG]
An active trading market may not exist. Although Vanguard ETF Shares are listed
on a national securities exchange, it is possible that an active trading market
may not be maintained.
25
[FLAG]
Trading may be halted. Trading of Vanguard ETF Shares on the national
securities exchange will be halted whenever trading in equity securities
generally is halted by the activation of marketwide "circuit breakers," which
are tied to large decreases in the Dow Jones Industrial Average. Trading of ETF
Shares also will be halted if (1) the shares are delisted from the listing
exchange without first being listed on another exchange, or (2) exchange
officials determine that such action is appropriate in the interest of a fair
and orderly market or to protect investors.
Note: If trading of ETF Shares on the listing exchange is halted, eligible
investors (see the following section) will still be able to purchase Creation
Units of ETF Shares directly from an issuing Fund and redeem such units with
the Fund.
Purchasing Vanguard ETF Shares From an Issuing Fund
You can purchase ETF Shares from an issuing Fund if you meet the following
criteria and comply with the following procedures:
. Eligible Investors. To purchase ETF Shares from a Fund, you must be an
Authorized Participant or you must purchase through a broker that is an
Authorized Participant. An Authorized Participant is a participant in the
Depository Trust Company (DTC) that has executed a Participant Agreement with
the Fund's Distributor. Most Authorized Participants are expected to be
brokerage firms.
. Creation Units. You must purchase ETF Shares in large blocks known as
"Creation Units." The number of ETF Shares in a Creation Unit is 100,000. The
Funds will not issue fractional Creation Units.
. In-Kind Creation Basket. To purchase a Creation Unit-size block of ETF Shares,
you must deposit with the issuing Fund a basket of securities. Each business
day, after the close of trading on the exchange, the Funds' advisor will make
available, on the National Securities Clearing Corporation (NSCC) bulletin
board, a list identifying the name and number of shares of each security to be
included in the next business day's creation basket (each, a Deposit Security).
Each Fund reserves the right to permit or require purchasers to tender a
nonconforming creation basket, including a basket that contains cash in lieu of
any Deposit Security. A portion of the Fund's creation basket may include
American Depositary Receipts (ADRs).
. Cash Purchases. The Funds reserve the right to require cash rather than
in-kind securities in certain markets. As of the date of this prospectus, cash
will be required for securities traded in Brazil, Chile, India, Malaysia, South
Korea, and Taiwan.
26
. Purchase Balancing Amount. In addition to the in-kind deposit of securities,
you will either pay to, or receive from, the Fund an amount of cash (the
Purchase Balancing Amount) equal to the difference between the NAV of a Creation
Unit and the value of the Deposit Securities. The Purchase Balancing Amount
ensures that the consideration paid by an investor for a Creation Unit is
exactly equal to the value of the Creation Unit. The Funds' advisor will
publish, on a daily basis, information about the previous day's Purchase
Balancing Amount. You also must pay a transaction fee in cash. The Purchase
Balancing Amount and the transaction fee, taken together, are referred to as the
"Cash Component."
. Placement and Timing of Purchase Orders. A purchase order must be received by
the Funds' Distributor prior to the close of regular trading on the New York
Stock Exchange (generally 4 p.m., Eastern time) on the day the order is placed,
and all other procedures set forth in the Participant Agreement must be
followed, in order for you to receive the NAV determined on that day.
. Transaction Fee on Purchase of Creation Units. Each Fund imposes a transaction
fee on each purchase of Creation Units in the amount shown in the following
table, regardless of the number of units purchased. When cash is included in the
creation basket in lieu of one or more securities, the Fund may impose an
additional transaction fee in an amount not to exceed 2% of the cash-in-lieu
amount. The transaction fee is paid to the Fund, not to Vanguard or a third
party. The fee protects existing shareholders of the Fund from the costs
associated with issuing Creation Units and investing cash.
The following table summarizes each Fund's transaction fees:
Transaction Fee on
Purchases and Maximum Additional Maximum Additional
Redemptions of Variable Charge Variable Charge
Fund Creation Units for Cash Purchases/1/ for Cash Redemptions/1/
-------------------------------------------------------------------------------------------
European ETF $9,600 2.00% 2.00%
-------------------------------------------------------------------------------------------
Pacific ETF $7,200 2.00% 2.00%
-------------------------------------------------------------------------------------------
Emerging Markets ETF $9,300 2.00% 2.00%
-------------------------------------------------------------------------------------------
1 As a percentage of the cash-in-lieu included in the creation or redemption basket.
|
Redeeming Vanguard ETF Shares With an Issuing Fund
The redemption process is essentially the reverse of the purchase process.
. Eligible Investors. To redeem ETF Shares with a Fund, you must be an
Authorized Participant or you must redeem through a broker that is an Authorized
Participant.
. Creation Units. To redeem ETF Shares with a Fund, you must tender the shares
in Creation Unit-size blocks.
27
. In-Kind Redemption Proceeds. Redemption proceeds will be paid in kind with a
basket of securities (Redemption Securities). In most cases, the Redemption
Securities you receive will be the same as the Deposit Securities required of
investors purchasing Creation Units on the same day. There will be times,
however, when the Deposit and Redemption Securities differ. The name and number
of the Redemption Securities in the redemption basket will be available on the
NSCC bulletin board. Each Fund reserves the right to deliver a nonconforming
redemption basket.
. Redemption Balancing Amount. Depending on whether the NAV of a Creation Unit
is higher or lower than the value of the Redemption Securities, you will either
receive from or pay to the Fund a Redemption Balancing Amount in cash. If you
are due to receive a Redemption Balancing Amount, the amount you actually
receive will be reduced by the amount of the applicable transaction fee.
. Cash Redemptions. The Funds may redeem in cash rather than in kind in certain
markets. As of the date of this prospectus, cash redemptions will be made for
securities traded in Brazil, Chile, India, Malaysia, South Korea, and Taiwan.
. Placement and Timing of Redemption Orders. A redemption order is deemed
received on the date of transmittal if it is received by Vanguard prior to the
close of regular trading on the New York Stock Exchange on that date (generally
4 p.m., Eastern time), and if all other procedures set forth in the
Participation Agreement
are followed.
. Transaction Fee on Redemption of Creation Units. Each Fund imposes a
transaction fee on each redemption of Creation Units in the same amount that is
imposed on a purchase of Creation Units, as shown in the preceding table. When
cash is included in the redemption basket in lieu of one or more securities, the
Fund may impose an additional transaction fee in an amount not to exceed 2% of
the cash-in-lieu amount. As with the transaction fee on purchases, the
transaction fee on redemptions (paid to the Fund, not to Vanguard or a third
party) protects existing shareholders of the Fund from the costs associated with
redeeming Creation Units and liquidating securities to generate cash.
Purchasing and Selling Vanguard ETF Shares on the Secondary Market
You can buy and sell ETF Shares on the secondary market in the same way you buy
and sell any other exchange-traded security--through a broker. In most cases,
the broker will charge you a commission to execute the transaction. The price at
which you buy or sell ETF Shares (i.e., the market price) may be more or less
than the NAV of the shares. Unless imposed by your broker, there is no minimum
dollar amount you must invest and no minimum number of ETF Shares you must buy.
28
Conversion Privilege
Owners of conventional shares issued by the Funds may convert those shares into
ETF Shares of equivalent value of the same fund. Please note that investors who
own conventional shares through a 401(k) plan or other employer-sponsored
retirement or benefit plan may not convert those shares into ETF Shares.
Vanguard imposes a $50 charge on conversion transactions and reserves the right,
in the future, to raise or lower the fee and to limit or terminate the
conversion privilege. Your broker may charge an additional fee to process a
conversion. ETF Shares, whether acquired through a conversion or purchased on
the open market, cannot be converted into conventional shares of the same fund.
Similarly, ETF Shares of one fund cannot be exchanged for ETF Shares of another
fund.
Unless you are an Authorized Participant, you must hold ETF Shares in a
brokerage account. Thus, before converting conventional shares into ETF Shares,
you must have an existing, or open a new, brokerage account. To initiate a
conversion of conventional shares into ETF Shares, please contact your broker.
Please note that upon converting your conventional mutual fund shares to ETF
Shares, you will need to select a cost-basis method of accounting for your ETF
Shares. Options for your cost-basis method will depend on your historical
transaction activity in the conventional shares. Prior to conversion, please
consult your tax advisor to identify your options and select a method. You
should also contact your broker to ensure that the method you choose is offered
by your particular brokerage firm.
Converting conventional shares into ETF Shares generally is accomplished as
follows. First, after your broker notifies Vanguard of your request to convert,
Vanguard will transfer your conventional shares from your account to the
broker's omnibus account with Vanguard (an account maintained by the broker on
behalf of all its customers who hold conventional Vanguard fund shares through
the broker). After the transfer, Vanguard's records will reflect your broker,
not you, as the owner of the shares. Next, your broker will instruct Vanguard to
convert the appropriate number or dollar amount of conventional shares in its
omnibus account into ETF Shares of equivalent value, based on the respective net
asset values of the two share classes.
Your Fund's transfer agent will reflect ownership of all ETF Shares in the name
of the DTC. The DTC will keep track of which ETF Shares belong to your broker,
and your broker, in turn, will keep track of which ETF Shares belong to you.
Because the DTC is unable to handle fractional shares, only whole shares will be
converted. For example, if you owned 300.250 conventional shares, and this was
equivalent in value to 90.750 ETF Shares, the DTC account would receive 90 ETF
Shares. Conventional shares worth 0.750 ETF Shares (in this example, that would
be 2.481 conventional shares) would remain in the broker's omnibus account with
Vanguard. Your broker then could either (1) credit your account with 0.750 ETF
Shares
29
rather than 2.481 conventional shares, or (2) redeem the 2.481 conventional
shares at net asset value, in which case you would receive cash in place of
those shares. If your broker chooses to redeem your conventional shares, you
will realize a gain or loss on the redemption that must be reported on your tax
return (unless you hold the shares in an IRA or other tax-deferred account).
Please consult your broker for information on how it will handle the conversion
process, including whether it will impose a fee to process a conversion.
If you convert your conventional shares to ETF Shares through Vanguard Brokerage
Services/(R)/ (Vanguard Brokerage), all conventional shares for which you
request conversion will be converted into ETF Shares of equivalent value.
Because no fractional shares will have to be sold, the transaction will be 100%
tax-free. Vanguard Brokerage does not impose a conversion fee over and above the
fee imposed by Vanguard.
Here are some important points to keep in mind when converting conventional
shares of a Vanguard fund into ETF Shares:
. The conversion transaction is nontaxable except, as applicable, to the limited
extent as previously described.
. The conversion process can take anywhere from several days to several weeks,
depending on your broker. Vanguard generally will process conversion requests
either on the day they are received or on the next business day. Vanguard
imposes conversion blackout windows around the dates when a fund with ETF Shares
declares dividends. This is necessary to prevent a shareholder from collecting a
dividend from both the conventional share class currently held and also from the
ETF share class into which the shares will be converted.
. Until the conversion process is complete, you will remain fully invested in a
fund's conventional shares, and your investment will increase or decrease in
value in tandem with the net asset value of those shares.
. During the conversion process, you will be able to liquidate all or part of
your investment by instructing Vanguard or your broker (depending on who
maintains records of your share ownership) to redeem your conventional shares.
After the conversion process is complete, you will be able to liquidate all or
part of your investment by instructing your broker to sell your ETF Shares.
Frequent Trading and Market-Timing
Unlike frequent trading of a Vanguard fund's conventional (i.e., not
exchange-traded) classes of shares, frequent trading of ETF Shares does not
disrupt portfolio management, increase the fund's trading costs, lead to
realization of capital gains, or otherwise harm fund shareholders. The vast
majority of trading in ETF Shares occurs on the secondary market. Because these
trades do not involve the issuing fund directly, they do not harm the fund or
its shareholders. A few institutional investors are
30
authorized to purchase and redeem ETF Shares directly with the issuing fund.
Because these trades are effected in-kind (i.e., for securities and not for
cash), they do not cause any of the harmful effects (as previously noted) that
may result from frequent cash trades. Moreover, the issuing fund imposes
transaction fees on in-kind purchases and redemptions of ETF Shares to cover the
custodial and other costs incurred by the fund in effecting in-kind trades.
These fees increase if an investor substitutes cash in part or in whole for
securities, reflecting the fact that the fund's trading costs increase in those
circumstances. For these reasons, the board of trustees of each fund that issues
ETF Shares has determined that it is not necessary to adopt policies and
procedures to detect and deter frequent trading and market-timing of ETF Shares.
Portfolio Holdings
We generally post on our website at www.vanguard.com, in the Holdings section of
each Fund's Profile page, a detailed list of the securities held by the Fund
(under Portfolio Holdings), as of the most recent calendar-quarter-end. This
list is generally updated within 30 days after the end of each calendar quarter.
Vanguard may exclude any portion of these portfolio holdings from publication
when deemed in the best interest of the Fund. We also generally post the ten
largest stock portfolio holdings of the Fund and the percentage of the Fund's
total assets that each of these holdings represents, as of the most recent
calendar-quarter-end. This list is generally updated within 15 calendar days
after the end of each calendar quarter. Please consult the Fund's Statement of
Additional Information or our website for a description of the policies and
procedures that govern disclosure of the Fund's portfolio holdings.
Precautionary Notes
A precautionary note to retail investors: The DTC or its nominee will be the
registered owner of all outstanding ETF Shares. Your ownership of ETF Shares
will be shown on the records of the DTC and the DTC Participant broker through
which you hold the shares. Vanguard will not have any record of your ownership.
Your account information will be maintained by your broker, which will provide
you with account statements, confirmations of your purchases and sales of ETF
Shares, and tax information. Your broker also will be responsible for
distributing income and capital gains distributions and for ensuring that you
receive shareholder reports and other communications from the fund whose ETF
Shares you own. You will receive other services (e.g., dividend reinvestment and
average cost information) only if your broker offers these services.
A precautionary note to purchasers of Creation Units: You should be aware of
certain legal risks unique to investors purchasing Creation Units directly from
the issuing Fund.
31
Because new ETF Shares may be issued on an ongoing basis, a "distribution" of
ETF Shares could be occurring at any time. Certain activities that you perform
as a dealer could, depending on the circumstances, result in your being deemed a
participant in the distribution, in a manner that could render you a statutory
underwriter and subject you to the prospectus delivery and liability provisions
of the Securities Act of 1933. For example, you could be deemed a statutory
underwriter if you purchase Creation Units from the issuing Fund, break them
down into the constituent ETF Shares, and sell those shares directly to
customers, or if you choose to couple the creation of a supply of new ETF Shares
with an active selling effort involving solicitation of secondary-market demand
for ETF Shares. Whether a person is an underwriter depends upon all of the facts
and circumstances pertaining to that person's activities, and the examples
mentioned here should not be considered a complete description of all the
activities that could cause you to be deemed an underwriter.
Dealers who are not "underwriters" but are participating in a distribution (as
opposed to engaging in ordinary secondary-market transactions), and thus dealing
with ETF Shares as part of an "unsold allotment" within the meaning of Section
4(3)(C) of the Securities Act, will be unable to take advantage of the
prospectus delivery exemption provided by Section 4(3) of the Securities Act.
A precautionary note to shareholders redeeming Creation Units: An Authorized
Participant that is not a "qualified institutional buyer" as defined in Rule
144A under the Securities Act of 1933 will not be able to receive, as part of
the redemption basket, restricted securities eligible for resale under Rule
144A. (For this reason, the Funds do not intend to include 144A securities in a
redemption basket.)
A precautionary note to investment companies: For purposes of the Investment
Company Act of 1940, Vanguard ETF Shares are issued by registered investment
companies, and the acquisition of such shares by other investment companies is
subject to the restrictions of Section 12(d)(1) of that Act, except as permitted
by an SEC exemptive order that allows registered investment companies to invest
in the issuing fund beyond the limits of Section 12(d)(1), subject to certain
terms and conditions.
A note on unusual circumstances: Vanguard reserves the right to reject any
purchase request at any time, for any reason, and without notice. Vanguard funds
can stop selling shares or postpone payment of redemption proceeds at times when
the New York Stock Exchange is closed or under any emergency circumstances as
determined by the Securities and Exchange Commission.
32
Plain Talk About Costs of Investing
Costs are an important consideration in choosing a mutual fund. That's
because you, as a shareholder, pay the costs of operating a fund, plus any
transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses
can, over time, have a dramatic effect on a fund's performance.
Turnover Rate
Although the Funds normally seek to invest for the long term, each Fund may sell
securities regardless of how long they have been held. Generally, index-oriented
funds sell securities only in response to redemption requests or changes in the
composition of a target index. Because of this, the turnover rate for each Fund
has been very low. The Financial Highlights section of this prospectus shows
historical turnover rates for the Funds. A turnover rate of 100%, for example,
would mean that a Fund had sold and replaced securities valued at 100% of its
net assets within a one-year period. The average turnover rate for international
stock funds was xx%; for passively managed international stock funds, the
average turnover rate was approximately xx%, as reported by Morningstar, Inc.,
on April 30, 2008.
Plain Talk About Turnover Rate
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs, which are not included in the
fund's expense ratio, could affect the fund's future returns. In general, the
greater the volume of buying and selling by the fund, the greater the impact
that brokerage commissions and other transaction costs will have on its
return. Also, funds with high turnover rates may be more likely to generate
capital gains that must be distributed to shareholders as taxable income.
THE FUNDS AND VANGUARD
Each Fund is a member of The Vanguard Group, a family of 37 investment companies
with more than 150 funds holding assets in excess of $1.2 trillion. All of the
funds that are members of The Vanguard Group share in the expenses associated
with administrative services and business operations, such as personnel, office
space, equipment, and advertising.
33
Vanguard also provides marketing services to the funds. Although shareholders do
not pay sales commissions or 12b-1 distribution fees, each fund (or in the case
of a fund with multiple share classes, each share class of the fund) pays its
allocated share of The Vanguard Group's marketing costs.
Plain Talk/(R)/ About Vanguard's Unique Corporate Structure
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly
by the funds it oversees and thus indirectly by the shareholders in those
funds. Most other mutual funds are operated by management companies that may
be owned by one person, by a group of individuals, or by investors who own
the management company's stock. The management fees charged by these
companies include a profit component over and above the companies' cost of
providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds' expenses low.
INVESTMENT ADVISOR
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482,
which began operations in 1975, serves as advisor to the Funds through its
Quantitative Equity Group. As of April 30, 2008, Vanguard served as advisor for
approximately $1 trillion in assets. Vanguard manages the Funds on an at-cost
basis, subject to the supervision and oversight of the trustees and officers of
the Funds.
For the fiscal year ended April 30, 2008, the advisory expenses are as follows:
European Stock Index, 0.002%; Pacific Stock Index, 0.003%; and Emerging Markets
Stock Index, 0.003%. For the fiscal period ended April 30, 2008, the advisory
expenses represented an effective annual rate of 0.xx% of the Funds' average net
assets.
For a discussion of why the board of trustees approved each Fund's investment
advisory arrangement, see the most recent semiannual report to shareholders
covering the Funds' most recent fiscal period ended April 30.
George U. Sauter is Chief Investment Officer and Managing Director of Vanguard.
As Chief Investment Officer, he is responsible for the oversight of Vanguard's
Quantitative Equity and Fixed Income Groups. The investments managed by these
two groups include active quantitative equity funds, equity index funds, active
bond funds, index bond funds, stable value portfolios, and money market funds.
Since joining Vanguard in 1987, Mr. Sauter has been a key contributor to the
development of Vanguard's stock indexing and active quantitative equity
investment strategies. He received his A.B. in Economics from Dartmouth College
and an M.B.A. in Finance from the University of Chicago.
34
Plain Talk About the Funds' Portfolio Managers
The managers primarily responsible for the day-to-day management of the
Funds are:
Duane F. Kelly, Principal of Vanguard. He has been with Vanguard since 1989,
has managed investment portfolios, including the European Stock Index Fund
since 1992; and has managed the Emerging Markets Stock Index Fund since 1994.
Education: B.S., LaSalle University.
Michael H. Buek, CFA, Principal of Vanguard. He has been with Vanguard since
1987; has managed investment portfolios since 1991; and has managed the
Pacific Stock Index Fund since 1997. Education: B.S., University of Vermont;
M.B.A., Villanova University.
The Statement of Additional Information provides information about each
portfolio manager's compensation, other accounts under management, and ownership
of securities in the Funds.
DIVIDENDS, CAPITAL GAINS, AND TAXES
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses) as well as any net capital gains realized from the
sale of its holdings. Distributions generally occur annually in December.
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 gains from the 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. You receive the fund's earnings as either a
dividend or capital gains distribution.
35
Reinvestment of Distributions
In order to reinvest dividend and capital gains distributions, investors in a
Fund's ETF Shares must hold their shares at a broker that offers a reinvestment
service (either the broker's own service or a service made available by a third
party, such as the broker's outside clearing firm or the Depository Trust
Company). If a reinvestment service is available and used, distributions of both
income and capital gains will automatically be reinvested in additional whole
and fractional ETF Shares of the Fund. If a reinvestment service is not
available, investors would receive their distributions in cash. To determine
whether a reinvestment service is available and whether there is a commission or
other charge for using this service, consult your broker.
As with all exchange-traded funds, reinvestment of dividend and capital gains
distributions in additional ETF Shares will occur four business days or more
after the ex-dividend date (the date when a distribution of dividends or capital
gains is deducted from the price of a Fund's shares). The exact number of days
depends on your broker. During that time, the amount of your distribution will
not be invested in the Fund and therefore will not share in the Fund's income,
gains, and losses.
Basic Tax Points
Investors in taxable accounts should be aware of the following basic tax federal
income points:
. Distributions are taxable to you, whether or not you reinvest these amounts in
additional ETF Shares.
. Distributions declared in December--if paid to you by the end of January--are
taxable as if received in December.
. Any dividend and short-term capital gains distributions that you receive are
taxable to you as ordinary income. If you are an individual and meet certain
holding-period requirements with respect to your Fund shares, you may be
eligible for reduced federal tax rates on "qualified dividend income," if any,
distributed by the Fund.
. Any distributions of net long-term capital gains are taxable to you as
long-term capital gains, no matter how long you've owned ETF Shares.
. Capital gains distributions may vary considerably from year to year as a
result of the Funds' normal investment activities and cash flows.
. A sale of ETF Shares is a taxable event. This means that you may have a
capital gain to report as income, or a capital loss to report as a deduction,
when you complete your tax return.
Dividend and capital gains distributions that you receive, as well as your gains
or losses from any sale of ETF Shares, may be subject to state and local income
taxes.
36
Each Fund may be subject to foreign taxes or foreign tax withholding on
dividends, interest, and some capital gains that the Fund receives on foreign
securities. You may qualify for an offsetting credit or deduction under U.S. tax
laws for any amount designated as your portion of a Fund's foreign tax
obligations, provided that you meet certain requirements. See your tax advisor
or IRS publications for more information.
Note: This prospectus provides general tax information only. If you are
investing through a tax-deferred retirement account, such as an IRA, special tax
rules apply. Please consult your tax advisor for detailed information about any
tax consequences for you.
DAILY PRICING
The net asset value, or NAV, of each Fund's ETF Shares is calculated each
business day as of the close of regular trading on the New York Stock Exchange,
generally 4 p.m., Eastern time. Each share class has its own NAV, which is
computed by dividing the net assets allocated to each share class by the number
of Fund shares outstanding for that class.
Remember: If you buy or sell ETF Shares on the secondary market, you will pay or
receive the market price, which may be higher or lower than NAV. Your
transaction will be priced at NAV only if you purchase or redeem your ETF Shares
in Creation Unit blocks, or if you convert your conventional fund shares into
ETF Shares.
Stocks held by a Vanguard fund are valued at their market value when reliable
market quotations are readily available. Certain short-term debt instruments
used to manage a fund's cash are valued on the basis of amortized cost. The
values of any foreign securities held by a fund are converted into U.S. dollars
using an exchange rate obtained from an independent third party. The values of
any mutual fund shares held by a fund are based on the NAVs of the shares. The
values of any ETF or closed-end fund shares held by a fund are based on the
market value of the shares.
When reliable market quotations are not readily available, securities are priced
at their fair value (the amount that the owner might reasonably expect to
receive upon the current sale of a security). A fund also will use fair-value
pricing if the value of a security it holds has been materially affected by
events occurring before the fund's pricing time but after the close of the
primary markets or exchanges on which the security is traded. This most commonly
occurs with foreign securities, which may trade on foreign exchanges that close
many hours before the fund's pricing time. Intervening events might be
company-specific (e.g., earnings report, merger announcement); country-specific
(e.g., natural disaster, economic or political news, act of terrorism, interest
rate change); or global. Intervening events include price movements in U.S.
markets that are deemed to affect the value of foreign securities.
37
Fair value prices are determined by Vanguard according to procedures adopted by
the board of trustees. When fair-value pricing is employed, the prices of
securities used by a fund to calculate the NAV may differ from quoted or
published prices for the same securities.
Vanguard's website will show the previous day's closing NAV and closing market
price for each Fund's ETF Shares. The previous day's closing market price also
will be published in the business section of most major newspapers in the
listing of securities traded on the AMEX.
FINANCIAL HIGHLIGHTS
The following financial highlights tables are intended to help you understand
the ETF Shares' financial performance for the periods shown, and certain
information reflects financial results for a single ETF Share. The total returns
in each table represent the rate that an investor would have earned or lost each
period on an investment in the ETF Shares (assuming reinvestment of all
distributions). The information for the six-month period ended April 30, 2008,
has not been audited by an independent registered public accounting firm. The
information for all periods in the table through October 31, 2007, has been
derived from financial statements audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, whose report--along with each
Fund's financial statements--is included in the Funds' most recent annual report
to shareholders. To receive a free copy of the latest annual or semiannual
report, you may access a report online at www.vanguard.com, or you may contact
Vanguard by telephone or by mail.
38
Plain Talk About How to Read the Financial Highlights Table
This explanation uses the European Stock Index Fund's Fund's ETF Shares as an
example. The ETF Shares began fiscal period 2008 with a net asset value
(price) of $81.66 per share. During the period, each ETF Share earned $xx
from investment income (interest and dividends) and $xx from investments that
had appreciated in value or that were sold for higher prices than the Fund
paid for them.
Shareholders received $xx per share in the form of dividend distributions. A
portion of each year's distributions may come from the prior year's income or
capital gains.
The share price at the end of the year was $xx, reflecting earnings of $xx
per share and distributions of $xx per share. This was an increase of $xx per
share (from $81.66 at the beginning of the year to $xx at the end of the
period). For a shareholder who reinvested the distributions in the purchase
of more shares, the total return was xx% for the period.
As of April 30, 2008, the ETF Shares had approximately $xx billion in net
assets. For the period, the expense ratio was 0.xx% ($x.xx per $1,000 of net
assets), and the net investment income amounted to x.xx% of average net
assets. The Fund sold and replaced securities valued at xx% of its net
assets.
39
European ETF
Six Months March 4,
Ended Year Ended October 31, 2005(1) to
April 30, ----------------------- Oct. 31,
2008 2007 2006 2005
----------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $81.66 $65.21 $50.80 $50.96
----------------------------------------------------------------------------------------------------------
Investment Operations
----------------------------------------------------------------------------------------------------------
Net Investment Income x.xxx 2.576(2) 1.80 1.04
----------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss)
on Investments x.xxx 15.683 13.99 (1.20)
----------------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 18.259 15.79 (.16)
----------------------------------------------------------------------------------------------------------
Distributions
----------------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx (1.809) (1.38) --
----------------------------------------------------------------------------------------------------------
Distributions from Realized Capital Gains .xxx -- -- --
----------------------------------------------------------------------------------------------------------
Total Distributions .xxx (1.809) (1.38) --
----------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $81.66 $65.21 $50.80
==========================================================================================================
Total Return xx.xx% 28.60% 31.75% -0.31%
==========================================================================================================
Ratios/Supplemental Data
----------------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xx,xxx $3,148 $1,205 $178
----------------------------------------------------------------------------------------------------------
Ratio of Total Expenses to Average Net Assets x.xx% 0.12% 0.18% 0.18%(3)
----------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets x.xx% 3.45% 3.44% 2.93%(3)
----------------------------------------------------------------------------------------------------------
Turnover Rate(4) xx% 9% 6% 5%
==========================================================================================================
1 Inception.
2 Calculated based on average shares outstanding.
3 Annualized.
4 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
40
Pacific ETF
Six Months March 4,
Ended Year Ended October 31, 2005(1) to
April 30, ----------------------- Oct. 31,
2008 2007 2006 2005
----------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $75.17 $64.24 $55.09 $50.71
----------------------------------------------------------------------------------------------------------
Investment Operations
----------------------------------------------------------------------------------------------------------
Net Investment Income x.xxx 1.314 1.06 .75
----------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss)
on Investments x.xxx 11.089 9.02 3.63
----------------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 12.403 10.08 4.38
----------------------------------------------------------------------------------------------------------
Distributions
----------------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx (1.473) (.93) --
----------------------------------------------------------------------------------------------------------
Distributions from Realized Capital Gains .xxx -- -- --
----------------------------------------------------------------------------------------------------------
Total Distributions .xxx (1.473) (.93) --
----------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $75.17 $64.24 $55.09
==========================================================================================================
Total Return xx.xx% 19.65% 18.43% 8.64%
==========================================================================================================
Ratios/Supplemental Data
----------------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xx,xxx $1,503 $693 $164
----------------------------------------------------------------------------------------------------------
Ratio of Total Expenses to Average Net Assets x.xx% 0.12% 0.18% 0.18%(2)
----------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets x.xx% 1.90% 1.82% 1.89%(2)
----------------------------------------------------------------------------------------------------------
Turnover Rate(3) xx% 3% 2% 7%
==========================================================================================================
1 Inception.
2 Annualized.
3 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
41
Emerging Markets ETF
Six Months March 4,
Ended Year Ended October 31, 2005(1) to
April 30, ----------------------- Oct. 31,
2008 2007 2006 2005
----------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $116.62 $69.91 $53.61 $50.55
----------------------------------------------------------------------------------------------------------
Investment Operations
----------------------------------------------------------------------------------------------------------
Net Investment Income x.xxx 2.130(2) 1.333 .87
----------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss)
on Investments(3) x.xxx 45.919 16.044 2.19
----------------------------------------------------------------------------------------------------------
Total from Investment Operations x.xxx 48.049 17.377 3.06
----------------------------------------------------------------------------------------------------------
Distributions
----------------------------------------------------------------------------------------------------------
Dividends from Net Investment Income .xxx (1.339) (1.077) --
----------------------------------------------------------------------------------------------------------
Distributions from Realized Capital Gains .xxx -- -- --
----------------------------------------------------------------------------------------------------------
Total Distributions .xxx (1.339) (1.077) --
----------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $xx.xx $116.62 $69.91 $53.61
==========================================================================================================
Total Return xx.xx% 69.78% 32.74% 6.05%
==========================================================================================================
Ratios/Supplemental Data
----------------------------------------------------------------------------------------------------------
Net Assets, End of Period (Millions) $xx,xxx $6,275 $1,582 $375
----------------------------------------------------------------------------------------------------------
Ratio of Total Expenses to Average Net Assets x.xx% 0.25% 0.30% 0.30%(4)
----------------------------------------------------------------------------------------------------------
Ratio of Net Investment Income to
Average Net Assets x.xx% 2.36% 2.32% 2.59%(4)
----------------------------------------------------------------------------------------------------------
Turnover Rate(5) xx% 9% 26% 15%
==========================================================================================================
1 Inception.
2 Calculated based on average shares outstanding.
3 Includes increases from redemption fees of $0.03, $0.03, and $0.00.
4 Annualized.
5 Excludes the value of portfolio securities received or delivered as a result
of in-kind purchases or redemptions of the Fund's capital shares, including
ETF Creation Units.
|
Vanguard, Connect with Vanguard, Plain Talk, Vanguard ETF, Vanguard Brokerage
Services, and the ship logo are trademarks of The Vanguard Group, Inc. The funds
or securities referred to herein are not sponsored, endorsed, or promoted by
MSCI, and MSCI bears no liability with respect to any such funds or securities.
For any such funds or securities, the Statement of Additional Information
contains a more detailed description of the limited relationship MSCI has with
The Vanguard Group and any related funds. All other marks are the exclusive
property of their respective owners.
42
Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average
returns of the financial markets. Active managers rely on research, market
forecasts, and their own judgment and experience in selecting securities to buy
and sell.
Authorized Participant. Institutional investors that are permitted to purchase
Creation Units directly from, and redeem Creation Units directly with, the fund.
To be an Authorized Participant, an entity must be a participant in the
Depository Trust Company and must enter into an agreement with the fund's
Distributor.
Bid-Asked Spread. The difference between what a buyer is willing to bid (pay)
for a security and the seller's asking (offer) price.
Capital Gains Distribution. Payment to mutual fund shareholders of gains
realized on securities that a fund has sold at a profit, minus any realized
losses.
Circuit Breaker. A rule that requires a halt in trading in the U.S. stock
markets for a specific period of time when the Dow Jones Industrial Average
declines by a specified percentage during the course of a trading day.
Common Stock. A security representing ownership rights in a corporation. A
stockholder is entitled to share in the company's profits, some of which may be
paid out as dividends.
Country/Regional Risk. The chance that world events--such as political
upheaval, financial troubles, or natural disasters--will adversely affect the
value of securities issued by companies in foreign countries or regions. Because
a fund may invest a large portion of its assets in securities of companies
located in any one country or region, its performance may be hurt
disproportionately by the poor performance of its investments in that area.
Country risk is especially high in emerging markets.
Creation Unit. A large block of a specified number of ETF Shares. Authorized
Participants may purchase and redeem ETF Shares from the fund only in Creation
Unit-size aggregations.
Currency Risk. The chance that the value of a foreign investment, measured in
U.S. dollars, will decrease because of unfavorable changes in currency exchange
rates.
Dividend Distribution. Payment to mutual fund shareholders of income from
interest or dividends generated by a fund's investments.
ETF Shares. A class of exchange-traded shares issued by certain Vanguard mutual
funds. ETF Shares can be bought and sold continuously throughout the day at
market prices.
43
Expense Ratio. The percentage of a fund's average net assets used to pay its
expenses during a fiscal year. The expense ratio includes management
expenses--such as advisory fees, account maintenance, reporting, accounting,
legal, and other administrative expenses--and any 12b-1 distribution fees. It
does not include the transaction costs of buying and selling portfolio
securities.
Inception Date. The date on which the assets of a fund (or one of its share
classes) are first invested in accordance with the fund's investment objective.
For funds with a subscription period, the inception date is the day after that
period ends. Investment performance is measured from the inception date.
Index. An unmanaged group of securities whose overall performance is used as a
standard to measure the investment performance of a particular market.
Investment Advisor. An organization that is responsible for making the
day-to-day decisions regarding a fund's investments.
Median Market Cap. An indicator of the size of companies in which a fund
invests; the midpoint of market capitalization (market price x shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested in each stock. Stocks representing half of the fund's assets have
market capitalizations above the median, and the rest are below it.
Net Asset Value (NAV). The market value of a mutual fund's total assets, minus
liabilities, divided by the number of shares outstanding. The value of a single
share is also called its share value or share price.
Passive Management. A low-cost investment strategy in which a mutual fund
attempts to track--rather than outperform--a specified market benchmark or
"index"; also known as indexing.
Principal. The face value of a debt instrument or the amount of money put into
an investment.
Securities. Stocks, bonds, money market instruments, and other investment
vehicles.
Total Return. A percentage change, over a specified time period, in a mutual
fund's net asset value, assuming the reinvestment of all distributions of
dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The
greater a fund's volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
44
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[Vanguard Ship Logo/R/]
Institutional Division
P.O. Box 2900
Valley Forge, PA 19482-2900
CONNECT WITH VANGUARD/(R)/ > www.vanguard.com
For More Information
If you would like more information about Vanguard International Stock Index
ETFs, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds' investments is available in the Funds'
annual and semiannual reports to shareholders. In the annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Funds' performance during their last fiscal year.
Statement of Additional Information (SAI)
The SAI for the issuing Funds provides more detailed information about the
Funds' ETF Shares.
The current annual and semiannual reports and the SAI are incorporated by
reference into (and are thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or
to request additional information about Vanguard ETF Shares, please visit
www.vanguard.com or contact us as follows:
The Vanguard Group
Institutional Investor Information
P.O. Box 2900
Valley Forge, PA 19482-2600
Telephone: 866-499-8473
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Funds (including the SAI) at the
SEC's Public Reference Room in Washington, DC. To find out more about this
public service, call the SEC at 202-551-8090. Reports and other information
about the Funds are also available in the EDGAR database on the SEC's Internet
site at www.sec.gov, or you can receive copies of this information, for a fee,
by electronic request at the following e-mail address: publicinfo@sec.gov, or by
writing the Public Reference Section, Securities and Exchange Commission,
Washington, DC 20549-0102.
Funds' Investment Company Act file number: 811-5972
(C) 2008 The Vanguard Group, Inc. All rights reserved.
U.S. Pat. No. 6,879,964 B2; 7,337,138
Vanguard Marketing Corporation, Distributor.
P963 082008
PART B
VANGUARD/(R)/ INTERNATIONAL EQUITY INDEX FUNDS
(THE TRUST)
STATEMENT OF ADDITIONAL INFORMATION
AUGUST 29, 2008
This Statement of Additional Information is not a prospectus but should be read
in conjunction with the Funds' current prospectuses (dated June 17, 2008, for
Vanguard Total World Stock Index Fund; for all others, dated August 29, 2008).
To obtain, without charge, a prospectus or the most recent Annual Report to
Shareholders, which contains the Funds' financial statements as hereby
incorporated by reference, please call:
INVESTOR INFORMATION DEPARTMENT:
800-662-7447
TABLE OF CONTENTS
DESCRIPTION OF THE TRUST..............................................B-1
INVESTMENT POLICIES ..................................................B-3
INVESTMENT LIMITATIONS ...............................................B-17
SHARE PRICE...........................................................B-19
PURCHASE AND REDEMPTION OF SHARES.....................................B-19
MANAGEMENT OF THE FUNDS ..............................................B-21
INVESTMENT ADVISORY SERVICES..........................................B-33
PORTFOLIO TRANSACTIONS................................................B-35
PROXY VOTING GUIDELINES...............................................B-36
INFORMATION ABOUT THE ETF SHARE CLASS.................................B-41
FINANCIAL STATEMENTS .................................................B-76
LEGAL DISCLAIMER .....................................................B-77
DESCRIPTION OF THE TRUST
|
ORGANIZATION
Vanguard International Equity Index Funds (the Trust) was organized as a
Maryland corporation in 1989, and was reorganized as a Delaware statutory trust
in July 1998. Prior to its reorganization as a Delaware statutory trust, the
Trust was known as Vanguard International Equity Index Fund, Inc. The Trust is
registered with the United States Securities and Exchange Commission (the SEC)
under the Investment Company Act of 1940 (the 1940 Act) as an open-end,
diversified management investment company. It currently offers the following
funds and classes of shares:
SHARE CLASSES/1/
-------------
FUND/2/ Investor Admiral Institutional Signal ETF
---- -------- ------- ------------- ------ ---
Vanguard Total World Stock Index Fund Yes No Yes No Yes
Vanguard European Stock Index Fund Yes Yes Yes Yes Yes
Vanguard Pacific Stock Index Fund Yes Yes Yes Yes Yes
Vanguard Emerging Markets Stock Index Fund Yes Yes Yes Yes Yes
Vanguard FTSE All-World ex-US Index Fund Yes No Yes No Yes
1 Individually, a class, collectively, the classes.
2 Individually, a Fund; collectively, the Funds.
|
B-1
The Trust has the ability to offer additional funds or classes of shares. There
is no limit on the number of full and fractional shares that may be issued for a
single fund or class of shares.
Each Fund described in this Statement of Additional Information is a member
fund. There are two types of Vanguard funds, member funds and non-member funds.
Member funds jointly own The Vanguard Group, Inc. (Vanguard), contribute to
Vanguard's capital, and receive services at cost from Vanguard pursuant to a
Funds' Service Agreement. Non-member funds do not contribute to Vanguard's
capital, but they do receive services pursuant to special services agreements.
See "Management of the Funds" for more information.
SERVICE PROVIDERS
CUSTODIAN. Brown Brothers Harriman & Co., 40 Water Street, Boston, MA 02109,
serves as the Funds' custodian. The custodian is responsible for maintaining the
Funds' assets, keeping all necessary accounts and records of Fund assets, and
appointing any foreign sub-custodians or foreign securities depositories.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. PricewaterhouseCoopers LLP, Two
Commerce Square, Suite 1700, 2001 Market Street, Philadelphia, PA, 19103-7042,
serves as the Funds' independent registered public accounting firm. The
independent registered public accounting firm audits the Funds' annual financial
statements and provides other related services.
TRANSFER AND DIVIDEND-PAYING AGENT. The Funds' transfer agent and
dividend-paying agent is Vanguard, P.O. Box 2600, Valley Forge, PA 19482.
CHARACTERISTICS OF THE FUNDS' SHARES
RESTRICTIONS ON HOLDING OR DISPOSING OF SHARES. There are no restrictions on
the right of shareholders to retain or dispose of a Fund's shares, other than
those described in the Fund's current prospectus and elsewhere in this Statement
of Additional Information or the possible future termination of the Fund or a
share class. Each Fund or class may be terminated by reorganization into another
mutual fund or class or by liquidation and distribution of the assets of the
Fund or class. Unless terminated by reorganization or liquidation, each Fund and
share class will continue indefinitely.
SHAREHOLDER LIABILITY. The Trust is organized under Delaware law, which
provides that shareholders of a statutory trust are entitled to the same
limitations of personal liability as shareholders of a corporation organized
under Delaware law. This means that a shareholder of a Fund generally will not
be personally liable for payment of the Fund's debts. Some state courts,
however, may not apply Delaware law on this point. We believe that the
possibility of such a situation arising is remote.
DIVIDEND RIGHTS. The shareholders of each class of a Fund are entitled to
receive any dividends or other distributions declared by the Fund for each such
class. No shares of a Fund have priority or preference over any other shares of
the Fund with respect to distributions. Distributions will be made from the
assets of the Fund and will be paid ratably to all shareholders of a particular
class according to the number of shares of the class held by shareholders on the
record date. The amount of dividends per share may vary between separate share
classes of the Fund based upon differences in the net asset values of the
different classes and differences in the way that expenses are allocated between
share classes pursuant to a multiple class plan.
VOTING RIGHTS. Shareholders are entitled to vote on a matter if: (1) a
shareholder vote is required under the 1940 Act; (2) the matter concerns an
amendment to the Declaration of Trust that would adversely affect to a material
degree the rights and preferences of the shares of a Fund or any class; (3) the
trustees determine that it is necessary or desirable to obtain a shareholder
vote; or (4) a certain type of merger or consolidation, share conversion, share
exchange, or sale of assets is proposed. The 1940 Act requires a shareholder
vote under various circumstances, including to elect or remove trustees upon the
written request of shareholders representing 10% or more of a Fund's net assets
and to change any fundamental policy of a Fund. Unless otherwise required by
applicable law, shareholders of a Fund receive one vote for each dollar of net
asset value owned on the record date, and a fractional vote for each fractional
dollar of net asset value owned on the record date. However, only the shares of
the Fund or class affected by a particular matter are entitled to vote on that
matter. In addition, each class has exclusive voting rights on any matter
submitted to shareholders that relates solely to that class, and each class has
separate voting rights on any matter submitted to shareholders in which the
interests of one class differ from the interests of another. Voting rights are
noncumulative and cannot be modified without a majority vote.
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LIQUIDATION RIGHTS. In the event that a Fund is liquidated, shareholders will
be entitled to receive a pro rata share of the Fund's net assets. In the event
that a class of shares is liquidated, shareholders of that class will be
entitled to receive a pro rata share of the Fund's net assets that are allocated
to that class. Shareholders may receive cash, securities, or a combination of
the two.
PREEMPTIVE RIGHTS. There are no preemptive rights associated with the Funds'
shares.
CONVERSION RIGHTS. Fund shareholders may convert their shares into another
class of shares of the same Fund upon the satisfaction of any then applicable
eligibility requirements. ETF Shares cannot be converted into conventional
shares of a fund. For additional information about the conversion rights
applicable to ETF Shares, please see "Information About the ETF Share Class."
REDEMPTION PROVISIONS. Each Fund's redemption provisions are described in its
current prospectus and elsewhere in this Statement of Additional Information.
SINKING FUND PROVISIONS. The Funds have no sinking fund provisions.
CALLS OR ASSESSMENT. The Funds' shares, when issued, are fully paid and
non-assessable.
TAX STATUS OF THE FUNDS
Each Fund expects to qualify each year as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the IRC). This
special tax status means that the Fund will not be liable for federal tax on
income and capital gains distributed to shareholders. In order to preserve its
tax status, each Fund must comply with certain requirements. If a Fund fails to
meet these requirements in any taxable year, it will be subject to tax on its
taxable income at corporate rates, and all distributions from earnings and
profits, including any distributions of net tax-exempt income and net long-term
capital gains, will be taxable to shareholders as ordinary income. In addition,
a Fund could be required to recognize unrealized gains, pay substantial taxes
and interest, and make substantial distributions before regaining its tax status
as a regulated investment company.
Each Fund may invest in passive foreign investment companies (PFICs). A foreign
company is generally a PFIC if 75% or more of its gross income is passive or if
50% or more of its assets produce passive income. Capital gains on the sale of a
PFIC will be deemed ordinary income regardless of how long the Fund held it.
Also, the Fund may be subject to corporate income tax and an interest charge on
certain dividends and capital gains earned from PFICs, whether or not they are
distributed to shareholders. To avoid such tax and interest, the Fund may elect
to treat PFICs as sold on the last day of the Fund's fiscal year and mark to
market these securities and recognize any unrealized gains (or losses, to the
extent of previously recognized gains) as ordinary income each year.
Distributions from the Fund that are attributable to PFICs are characterized as
ordinary income.
INVESTMENT POLICIES
Some of the investment policies described below and in each Fund's prospectus
set forth percentage limitations on a Fund's investment in, or holdings of,
certain securities or other assets. Unless otherwise required by law, compliance
with these policies will be determined immediately after the acquisition of such
securities or assets. Subsequent changes in values, net assets, or other
circumstances will not be considered when determining whether the investment
complies with the Fund's investment policies and limitations.
The following policies and explanations supplement each Fund's investment
objective and policies set forth in the prospectus. With respect to the
different investments discussed below, a Fund may acquire such investments to
the extent consistent with its investment objective and policies.
80% POLICY. Under normal circumstances, the European Stock Index, Pacific Stock
Index, and Emerging Markets Stock Index Funds will invest at least 80% of their
assets in the types of stocks connoted by their respective names. The Total
World Stock Index and FTSE All-World ex-US Index Funds will invest at least 80%
of their assets in stocks that make up their target indexes. In applying these
80% policies, assets include net assets and borrowings for investment purposes.
BORROWING. A fund's ability to borrow money is limited by its investment
policies and limitations, by the 1940 Act, and by applicable exemptions,
no-action letters, interpretations, and other pronouncements issued from time to
time by the SEC and its staff or any other regulatory authority with
jurisdiction. Under the 1940 Act, a fund is required to maintain continuous
asset coverage (that is, total assets including borrowings, less liabilities
exclusive of borrowings) of 300% of
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the amount borrowed, with an exception for borrowings not in excess of 5% of the
fund's total assets made for temporary or emergency purposes. Any borrowings for
temporary purposes in excess of 5% of the fund's total assets must maintain
continuous asset coverage. If the 300% asset coverage should decline as a result
of market fluctuations or for other reasons, a fund may be required to sell some
of its portfolio holdings within three days (excluding Sundays and holidays) to
reduce the debt and restore the 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities at that time.
Borrowing will tend to exaggerate the effect on net asset value of any increase
or decrease in the market value of a fund's portfolio. Money borrowed will be
subject to interest costs that may or may not be recovered by earnings on the
securities purchased. A fund also may be required to maintain minimum average
balances in connection with a borrowing or to pay a commitment or other fee to
maintain a line of credit; either of these requirements would increase the cost
of borrowing over the stated interest rate.
The SEC takes the position that other transactions that have a leveraging
effect on the capital structure of a fund or are economically equivalent to
borrowing can be viewed as constituting a form of borrowing by the fund for
purposes of the 1940 Act. These transactions can include entering into reverse
repurchase agreements, engaging in mortgage-dollar-roll transactions, selling
securities short (other than short sales "against-the-box"), buying and selling
certain derivatives (such as futures contracts), selling (or writing) put and
call options, engaging in sale-buybacks, entering into firm-commitment and
standby-commitment agreements, engaging in when-issued, delayed-delivery, or
forward-commitment transactions, and other trading practices that have a
leveraging effect on the capital structure of a fund or are economically
equivalent to borrowing (additional discussion about a number of these
transactions can be found below). A borrowing transaction will not be considered
to constitute the issuance of a "senior security" by a fund, and therefore such
transaction will not be subject to the 300% asset coverage requirement otherwise
applicable to borrowings by a fund, if the fund (1) maintains an offsetting
financial position; (2) segregates liquid assets (with such liquidity determined
by the advisor in accordance with procedures established by the board of
trustees) equal (as determined on a daily mark-to-market basis) in value to the
fund's potential economic exposure under the borrowing transaction; or (3)
otherwise "covers" the transaction in accordance with applicable SEC guidance
(collectively, "covers" the transaction). A fund may have to buy or sell a
security at a disadvantageous time or price in order to cover a borrowing
transaction. In addition, segregated assets may not be available to satisfy
redemptions or for other purposes.
COMMON STOCK. Common stock represents an equity or ownership interest in an
issuer. Common stock typically entitles the owner to vote on the election of
directors and other important matters as well as to receive dividends on such
stock. In the event an issuer is liquidated or declares bankruptcy, the claims
of owners of bonds, other debt holders, and owners of preferred stock take
precedence over the claims of those who own common stock.
CONVERTIBLE SECURITIES. Convertible securities are hybrid securities that
combine the investment characteristics of bonds and common stocks. Convertible
securities typically consist of debt securities or preferred stock that may be
converted (on a voluntary or mandatory basis) within a specified period of time
(normally for the entire life of the security) into a certain amount of common
stock or other equity security of the same or a different issuer at a
predetermined price. Convertible securities also include debt securities with
warrants or common stock attached and derivatives combining the features of debt
securities and equity securities. Other convertible securities with features and
risks not specifically referred to herein may become available in the future.
Convertible securities involve risks similar to those of both fixed income and
equity securities.
The market value of a convertible security is a function of its "investment
value" and its "conversion value." A security's "investment value" represents
the value of the security without its conversion feature (i.e., a nonconvertible
fixed income security). The investment value may be determined by reference to
its credit quality and the current value of its yield to maturity or probable
call date. At any given time, investment value is dependent upon such factors as
the general level of interest rates, the yield of similar nonconvertible
securities, the financial strength of the issuer, and the seniority of the
security in the issuer's capital structure. A security's "conversion value" is
determined by multiplying the number of shares the holder is entitled to receive
upon conversion or exchange by the current price of the underlying security. If
the conversion value of a convertible security is significantly below its
investment value, the convertible security will trade like nonconvertible debt
or preferred stock and its market value will not be influenced greatly by
fluctuations in the market price of the underlying security. In that
circumstance, the convertible security takes on the characteristics of a bond,
and its price moves in the opposite direction from interest rates. Conversely,
if the conversion value of a convertible security is near or above its
investment value, the market value of the convertible security will be more
heavily influenced by fluctuations in the market price of the underlying
security. In that case, the convertible
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security's price may be as volatile as that of common stock. Because both
interest rate and market movements can influence its value, a convertible
security generally is not as sensitive to interest rates as a similar fixed
income security, nor is it as sensitive to changes in share price as its
underlying equity security. Convertible securities are often rated below
investment-grade or are not rated, and are generally subject to a high degree of
credit risk.
While all markets are prone to change over time, the generally high rate at
which convertible securities are retired (through mandatory or scheduled
conversions by issuers or voluntary redemptions by holders) and replaced with
newly issued convertibles may cause the convertible securities market to change
more rapidly than other markets. For example, a concentration of available
convertible securities in a few economic sectors could elevate the sensitivity
of the convertible securities market to the volatility of the equity markets and
to the specific risks of those sectors. Moreover, convertible securities with
innovative structures, such as mandatory conversion securities and equity-linked
securities, have increased the sensitivity of the convertible securities market
to the volatility of the equity markets and to the special risks of those
innovations, which may include risks different from, and possibly greater than,
those associated with traditional convertible securities.
DEPOSITARY RECEIPTS. Depositary receipts are securities that evidence ownership
interests in a security or a pool of securities that have been deposited with a
"depository." Depositary receipts may be sponsored or unsponsored and include
American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and
Global Depositary Receipts (GDRs). For ADRs, the depository is typically a U.S.
financial institution and the underlying securities are issued by a foreign
issuer. For other depositary receipts, the depository may be a foreign or a U.S.
entity, and the underlying securities may have a foreign or a U.S. issuer.
Depositary receipts will not necessarily be denominated in the same currency as
their underlying securities. Generally, ADRs are issued in registered form,
denominated in U.S. dollars, and designed for use in the U.S. securities
markets. Other depositary receipts, such as GDRs and EDRs, may be issued in
bearer form and denominated in other currencies, and are generally designed for
use in securities markets outside the U.S. Although the two types of depositary
receipt facilities (unsponsored or sponsored) are similar, there are differences
regarding a holder's rights and obligations and the practices of market
participants. A depository may establish an unsponsored facility without
participation by (or acquiescence of) the underlying issuer; typically, however,
the depository requests a letter of non-objection from the underlying issuer
prior to establishing the facility. Holders of unsponsored depositary receipts
generally bear all the costs of the facility. The depository usually charges
fees upon the deposit and withdrawal of the underlying securities, the
conversion of dividends into U.S. dollars or other currency, the disposition of
non-cash distributions, and the performance of other services. The depository of
an unsponsored facility frequently is under no obligation to distribute
shareholder communications received from the underlying issuer or to pass
through voting rights to depositary receipt holders with respect to the
underlying securities.
Sponsored depositary receipt facilities are created in generally the same
manner as unsponsored facilities, except that sponsored depositary receipts are
established jointly by a depository and the underlying issuer through a deposit
agreement. The deposit agreement sets out the rights and responsibilities of the
underlying issuer, the depository, and the depositary receipt holders. With
sponsored facilities, the underlying issuer typically bears some of the costs of
the depositary receipts (such as dividend payment fees of the depository),
although most sponsored depositary receipts holders may bear costs such as
deposit and withdrawal fees. Depositories of most sponsored depositary receipts
agree to distribute notices of shareholder meetings, voting instructions, and
other shareholder communications and information to the depositary receipt
holders at the underlying issuer's request.
For purposes of a fund's investment policies, investments in depositary
receipts will be deemed to be investments in the underlying securities. Thus, a
depositary receipt representing ownership of common stock will be treated as
common stock. Depositary receipts do not eliminate all of the risks associated
with directly investing in the securities of foreign issuers.
DERIVATIVES. A derivative is a financial instrument that has a value that is
based on--or "derived from"--the values of other assets, reference rates, or
indexes. Derivatives may relate to a wide variety of underlying references, such
as commodities, stocks, bonds, interest rates, currency exchange rates, and
related indexes. Derivatives include futures contracts and options on futures
contracts, forward-commitment transactions, options on securities, caps, floors,
collars, swap agreements, and other financial instruments. Some derivatives,
such as futures contracts and certain options, are traded on U.S. commodity and
securities exchanges, while other derivatives, such as swap agreements, are
privately negotiated and entered into in the over-the-counter (OTC) market. The
risks associated with the use of derivatives are different from, and possibly
greater than, the risks associated with investing directly in the securities,
assets, or market indexes on which the derivatives are based. Derivatives are
used by some investors for speculative
B-5
purposes. Derivatives also may be used for a variety of purposes that do not
constitute speculation, such as hedging, risk management, seeking to stay fully
invested, seeking to reduce transaction costs, seeking to simulate an investment
in equity or debt securities or other investments, seeking to add value by using
derivatives to more efficiently implement portfolio positions when derivatives
are favorably priced relative to equity or debt securities or other investments,
and for other purposes. There is no assurance that any derivatives strategy used
by a fund's advisor will succeed. The counterparties to the funds' derivatives
will not be considered the issuers thereof for certain provisions of the 1940
Act and the IRC, although such derivatives may qualify as securities or
investments under such laws. The funds' advisors, however, will monitor and
adjust, as appropriate, the funds' credit risk exposure to derivative
counterparties.
Derivative products are highly specialized instruments that require investment
techniques and risk analyses different from those associated with stocks, bonds,
and other traditional investments. The use of a derivative requires an
understanding not only of the underlying instrument but also of the derivative
itself, without the benefit of observing the performance of the derivative under
all possible market conditions.
The use of derivatives generally involves the risk that a loss may be sustained
as a result of the insolvency or bankruptcy of the other party to the contract
(usually referred to as a "counterparty") or the failure of the counterparty to
make required payments or otherwise comply with the terms of the contract.
Additionally, the use of credit derivatives can result in losses if a fund's
advisor does not correctly evaluate the creditworthiness of the issuer on which
the credit derivative is based.
Derivatives may be subject to liquidity risk, which exists when a particular
derivative is difficult to purchase or sell. If a derivative transaction is
particularly large or if the relevant market is illiquid (as is the case with
many OTC derivatives), it may not be possible to initiate a transaction or
liquidate a position at an advantageous time or price.
Derivatives may be subject to pricing or "basis" risk, which exists when a
particular derivative becomes extraordinarily expensive relative to historical
prices or the prices of corresponding cash market instruments. Under certain
market conditions, it may not be economically feasible to initiate a transaction
or liquidate a position in time to avoid a loss or take advantage of an
opportunity.
Because many derivatives have a leverage component, adverse changes in the
value or level of the underlying asset, reference rate, or index can result in a
loss substantially greater than the amount invested in the derivative itself.
Certain derivatives have the potential for unlimited loss, regardless of the
size of the initial investment. A derivative transaction will not be considered
to constitute the issuance of a "senior security" by a fund, and therefore such
transaction will not be subject to the 300% asset coverage requirement otherwise
applicable to borrowings by a fund, if the fund covers the transaction in
accordance with the requirements described above under the heading "Borrowing."
Like most other investments, derivative instruments are subject to the risk
that the market value of the instrument will change in a way detrimental to a
fund's interest. A fund bears the risk that its advisor will incorrectly
forecast future market trends or the values of assets, reference rates, indexes,
or other financial or economic factors in establishing derivative positions for
the fund. If the advisor attempts to use a derivative as a hedge against, or as
a substitute for, a portfolio investment, the fund will be exposed to the risk
that the derivative will have or will develop imperfect or no correlation with
the portfolio investment. This could cause substantial losses for the fund.
Although hedging strategies involving derivative instruments can reduce the risk
of loss, they can also reduce the opportunity for gain or even result in losses
by offsetting favorable price movements in other fund investments. Many
derivatives, in particular OTC derivatives, are complex and often valued
subjectively. Improper valuations can result in increased cash payment
requirements to counterparties or a loss of value to a fund.
EXCHANGE-TRADED FUNDS. A fund may purchase shares of exchange-traded funds
(ETFs), including ETF shares issued by other Vanguard funds. Typically, a fund
would purchase ETF shares for the same reason it would purchase (and as an
alternative to purchasing) futures contracts: to obtain exposure to all or a
portion of the stock or bond market. ETF shares enjoy several advantages over
futures. Depending on the market, the holding period, and other factors, ETF
shares can be less costly and more tax-efficient than futures. In addition, ETF
shares can be purchased for smaller sums, offer exposure to market sectors and
styles for which there is no suitable or liquid futures contract, and do not
involve leverage.
An investment in an ETF generally presents the same primary risks as an
investment in a conventional fund (i.e., one that is not exchange traded) that
has the same investment objective, strategies, and policies. The price of an ETF
can fluctuate within a wide range, and a fund could lose money investing in an
ETF if the prices of the securities owned by the ETF go down. In addition, ETFs
are subject to the following risks that do not apply to conventional funds: (1)
the market price of the ETF's shares may trade at a discount to their net asset
value; (2) an active trading market for an ETF's shares may not develop or be
maintained; or (3) trading of an ETF's shares may be halted if the listing
exchange's officials
B-6
deem such action appropriate, the shares are de-listed from the exchange, or the
activation of market-wide "circuit breakers" (which are tied to large decreases
in stock prices) halts stock trading generally.
Most ETFs are investment companies. Therefore, a fund's purchases of ETF shares
generally are subject to the limitations on, and the risks of, a fund's
investments in other investment companies, which are described below under the
heading "Other Investment Companies."
Vanguard ETF(TM) *Shares are exchange-traded shares that represent an interest
in an investment portfolio held by Vanguard funds. A fund's investments in
Vanguard ETF Shares are also generally subject to the descriptions, limitations,
and risks described under the heading "Other Investment Companies, " except as
provided by an exemption granted by the SEC that permits registered investment
companies to invest in a Vanguard fund that issues ETF Shares beyond the limits
of Section 12(d)(1) of the 1940 Act, subject to certain terms and conditions.
* U.S. Pat. No. 6,879,964 B2; 7,337,138.
FOREIGN SECURITIES. Typically, foreign securities are considered to be equity
or debt securities issued by entities organized, domiciled, or with a principal
executive office outside the United States, such as foreign corporations and
governments. Securities issued by certain companies organized outside the United
States may not be deemed to be foreign securities if the company's principal
operations are conducted from the United States or when the company's equity
securities trade principally on a U.S. stock exchange. Foreign securities may
trade in U.S. or foreign securities markets. A fund may make foreign investments
either directly by purchasing foreign securities or indirectly by purchasing
depositary receipts or depositary shares of similar instruments (depositary
receipts) for foreign securities. Depositary receipts are securities that are
listed on exchanges or quoted in OTC markets in one country but represent shares
of issuers domiciled in another country. Direct investments in foreign
securities may be made either on foreign securities exchanges or in the OTC
markets. Investing in foreign securities involves certain special risk
considerations that are not typically associated with investing in securities of
U.S. companies or governments.
Because foreign issuers are not generally subject to uniform accounting,
auditing, and financial reporting standards and practices comparable to those
applicable to U.S. issuers, there may be less publicly available information
about certain foreign issuers than about U.S. issuers. Evidence of securities
ownership may be uncertain in many foreign countries. As a result, there is a
risk that a fund's trade details could be incorrectly or fraudulently entered at
the time of the transaction, resulting in a loss to the fund. Securities of
foreign issuers are generally less liquid than securities of comparable U.S.
issuers. In certain countries, there is less government supervision and
regulation of stock exchanges, brokers, and listed companies than in the United
States. In addition, with respect to certain foreign countries, there is the
possibility of expropriation or confiscatory taxation, political or social
instability, war, terrorism, nationalization, limitations on the removal of
funds or other assets, or diplomatic developments that could affect U.S.
investments in those countries. Although an advisor will endeavor to achieve
most favorable execution costs for a fund's portfolio transactions in foreign
securities under the circumstances, commissions (and other transaction costs)
are generally higher than those on U.S. securities. In addition, it is expected
that the expenses for custodian arrangements of the fund's foreign securities
will be somewhat greater than the expenses for a fund that invests primarily in
domestic securities. Certain foreign governments levy withholding taxes against
dividend and interest income from foreign securities. Although in some countries
a portion of these taxes is recoverable by the fund, the non-recovered portion
of foreign withholding taxes will reduce the income received from the companies
making up a fund.
The value of the foreign securities held by a fund that are not U.S.
dollar-denominated may be significantly affected by changes in currency exchange
rates. The U.S. dollar value of a foreign security generally decreases when the
value of the U.S. dollar rises against the foreign currency in which the
security is denominated and tends to increase when the value of the U.S. dollar
falls against such currency (as discussed below, a fund may attempt to hedge its
currency risks). In addition, the value of fund assets may be affected by losses
and other expenses incurred in converting between various currencies in order to
purchase and sell foreign securities, and by currency restrictions, exchange
control regulation, currency devaluations, and political and economic
developments.
FOREIGN SECURITIES -- EMERGING MARKET RISK. Investing in emerging market
countries involves certain risks not typically associated with investing in the
United States, and imposes risks greater than, or in addition to, risks of
investing in more developed foreign countries. These risks include, but are not
limited to, the following: greater risks of nationalization or expropriation of
assets or confiscatory taxation; currency devaluations and other currency
exchange rate fluctuations; greater social, economic, and political uncertainty
and instability (including amplified risk of war and terrorism); more
substantial government involvement in the economy; less government supervision
and regulation of
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the securities markets and participants in those markets; controls on foreign
investment and limitations on repatriation of invested capital and on the fund's
ability to exchange local currencies for U.S. dollars; unavailability of
currency hedging techniques in certain emerging market countries; the fact that
companies in emerging market countries may be smaller, less seasoned, and newly
organized companies; the difference in, or lack of, auditing and financial
reporting standards, which may result in unavailability of material information
about issuers; the risk that it may be more difficult to obtain and/or enforce a
judgment in a court outside the United States; and greater price volatility,
substantially less liquidity, and significantly smaller market capitalization of
securities markets. Also, any change in the leadership or politics of emerging
market countries, or the countries that exercise a significant influence over
those countries, may halt the expansion of or reverse the liberalization of
foreign investment policies now occurring and adversely affect existing
investment opportunities. Furthermore, high rates of inflation and rapid
fluctuations in inflation rates have had, and may continue to have, negative
effects on the economies and securities markets of certain emerging market
countries.
FOREIGN SECURITIES -- FOREIGN CURRENCY TRANSACTIONS. The value in U.S. dollars
of a fund's non-dollar-denominated foreign securities may be affected favorably
or unfavorably by changes in foreign currency exchange rates and exchange
control regulations, and the fund may incur costs in connection with conversions
between various currencies. In an index fund, the intent is to maintain exposure
to foreign currencies to the same extent that the fund's assets are held in
securities denominated in those currencies. A fund may enter into foreign
currency contracts when it trades foreign stocks in order to avoid any gain or
loss on the currency during the settlement period. A fund also may enter into
foreign currency transactions to provide the appropriate currency exposure to
offset an amount related to an open futures contract. A fund will not speculate
in foreign currency exchange.
Currency exchange transactions may be conducted either on a spot (i.e., cash)
basis at the rate prevailing in the currency exchange market, or through forward
contracts to purchase or sell foreign currencies. A forward currency contract
involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days from the date of the contract agreed upon
by the parties, at a price set at the time of the contract. These contracts are
entered into with large commercial banks or other currency traders who are
participants in the interbank market. Currency exchange transactions also may be
effected through the use of swap agreements or other derivatives. Currency
exchange transactions may be considered borrowings. A currency exchange
transaction will not be considered to constitute the issuance of a "senior
security" by a fund for purposes of the 1940 Act, and therefore such transaction
will not be subject to the 300% asset coverage requirement otherwise applicable
to borrowings by a fund, if the fund covers the transaction in accordance with
the requirements described above under the heading "Borrowing."
By entering into a forward contract for the purchase or sale of foreign
currency involved in underlying security transactions, a fund may be able to
protect itself against part or all of the possible loss between trade and
settlement dates for that purchase or sale resulting from an adverse change in
the relationship between the U.S. dollar and such foreign currency. This
practice is sometimes referred to as "transaction hedging." In addition, when
the advisor reasonably believes that a particular foreign currency may suffer a
substantial decline against the U.S. dollar, a fund may enter into a forward
contract to sell an amount of foreign currency approximating the value of some
or all of its portfolio securities denominated in such foreign currency. This
practice is sometimes referred to as "portfolio hedging." Similarly, when the
advisor reasonably believes that the U.S. dollar may suffer a substantial
decline against a foreign currency, a fund may enter into a forward contract to
buy that foreign currency for a fixed dollar amount.
A fund may also attempt to hedge its foreign currency exchange rate risk by
engaging in currency futures, options, and "cross-hedge" transactions. In
cross-hedge transactions, a fund holding securities denominated in one foreign
currency will enter into a forward currency contract to buy or sell a different
foreign currency (one that the advisor reasonably believes generally tracks the
currency being hedged with regard to price movements). The advisor may select
the tracking (or substitute) currency rather than the currency in which the
security is denominated for various reasons, including in order to take
advantage of pricing or other opportunities presented by the tracking currency
or because the market for the tracking currency is more liquid or more
efficient. Such cross-hedges are expected to help protect a fund against an
increase or decrease in the value of the U.S. dollar against certain foreign
currencies.
A fund may hold a portion of its assets in bank deposits denominated in foreign
currencies, so as to facilitate investment in foreign securities as well as
protect against currency fluctuations and the need to convert such assets into
U.S. dollars (thereby also reducing transaction costs). To the extent these
monies are converted back into U.S. dollars, the value of the assets so
maintained will be affected favorably or unfavorably by changes in foreign
currency exchange rates and exchange control regulations.
B-8
The forecasting of currency market movement is extremely difficult, and whether
any hedging strategy will be successful is highly uncertain. Moreover, it is
impossible to forecast with precision the market value of portfolio securities
at the expiration of a foreign currency forward contract. Accordingly, a fund
may be required to buy or sell additional currency on the spot market (and bear
the expense of such transaction) if its advisor's predictions regarding the
movement of foreign currency or securities markets prove inaccurate. In
addition, the use of cross-hedging transactions may involve special risks, and
may leave a fund in a less advantageous position than if such a hedge had not
been established. Because foreign currency forward contracts are privately
negotiated transactions, there can be no assurance that a fund will have
flexibility to roll-over a foreign currency forward contract upon its expiration
if it desires to do so. Additionally, there can be no assurance that the other
party to the contract will perform its services thereunder.
FOREIGN SECURITIES -- FOREIGN INVESTMENT COMPANIES. Some of the countries in
which a fund may invest may not permit, or may place economic restrictions on,
direct investment by outside investors. Fund investments in such countries may
be permitted only through foreign government approved or authorized investment
vehicles, which may include other investment companies. Such investments may be
made through registered or unregistered closed-end investment companies that
invest in foreign securities. Investing through such vehicles may involve
frequent or layered fees or expenses and may also be subject to the limitations
on, and the risks of, a fund's investments in other investment companies, which
are described below under the heading "Other Investment Companies."
FOREIGN SECURITIES -- RUSSIAN MARKET RISK. There are significant risks inherent
in investing in Russia. Because of the underdeveloped state of Russia's banking
system, settlement, clearing, and registration of securities transactions are
subject to significant risks.
Equity securities in Russia are issued only in book entry form and ownership
records are maintained by registrars who are under contract with the issuers.
Although a Russian sub-custodian will maintain copies of the registrar's records
("Share Extracts") on its premises, such Share Extracts may not, however, be
legally sufficient to establish ownership of securities. The registrars are not
necessarily subject to effective state supervision nor are they licensed with
any governmental entity. While a fund will endeavor to ensure that its interest
continues to be appropriately recorded either itself or through a custodian or
other agent inspecting the share register and by obtaining extracts of share
registers through regular confirmations, these extracts have no legal
enforceability and it is possible that subsequent illegal amendment or other
fraudulent act may deprive the Fund of its ownership rights or improperly dilute
its interest. In addition, while applicable Russian regulations impose liability
on registrars for losses resulting from their errors, it may be difficult for a
fund to enforce any rights it may have against the registrar or issuer of the
securities in the event of loss of share registration.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. Futures contracts and
options on futures contracts are derivatives. A futures contract is a
standardized agreement between two parties to buy or sell at a specific time in
the future a specific quantity of a commodity at a specific price. The commodity
may consist of an asset, a reference rate, or an index. A security futures
contract relates to the sale of a specific quantity of shares of a single equity
security or a narrow-based securities index. The value of a futures contract
tends to increase and decrease in tandem with the value of the underlying
commodity. The buyer of a futures contract enters into an agreement to purchase
the underlying commodity on the settlement date and is said to be "long" the
contract. The seller of a futures contract enters into an agreement to sell the
underlying commodity on the settlement date and is said to be "short" the
contract. The price at which a futures contract is entered into is established
either in the electronic marketplace or by open outcry on the floor of an
exchange between exchange members acting as traders or brokers. Open futures
contracts can be liquidated or closed out by physical delivery of the underlying
commodity or payment of the cash settlement amount on the settlement date,
depending on the terms of the particular contract. Some financial futures
contracts (such as security futures) provide for physical settlement at
maturity. Other financial futures contracts (such as those relating to interest
rates, foreign currencies, and broad-based securities indexes) generally provide
for cash settlement at maturity. In the case of cash settled futures contracts,
the cash settlement amount is equal to the difference between the final
settlement price on the last trading day of the contract and the price at which
the contract was entered into. Most futures contracts, however, are not held
until maturity but instead are "offset" before the settlement date through the
establishment of an opposite and equal futures position.
The purchaser or seller of a futures contract is not required to deliver or pay
for the underlying commodity unless the contract is held until the settlement
date. However, both the purchaser and seller are required to deposit "initial
margin" with a futures commission merchant (FCM) when the futures contract is
entered into. Initial margin deposits are typically calculated as a percentage
of the contract's market value. If the value of either party's position
declines, that party will be
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required to make additional "variation margin" payments to settle the change in
value on a daily basis. This process is known as "marking-to-market." A futures
transaction will not be considered to constitute the issuance of a "senior
security" by a fund for purposes of the 1940 Act, and such transaction will not
be subject to the 300% asset coverage requirement otherwise applicable to
borrowings by a fund, if the fund covers the transaction in accordance with the
requirements described above under the heading "Borrowing."
An option on a futures contract (or futures option) conveys the right, but not
the obligation, to purchase (in the case of a call option) or sell (in the case
of a put option) a specific futures contract at a specific price (called the
"exercise" or "strike" price) any time before the option expires. The seller of
an option is called an option writer. The purchase price of an option is called
the premium. The potential loss to an option buyer is limited to the amount of
the premium plus transaction costs. This will be the case, for example, if the
option is held and not exercised prior to its expiration date. Generally, an
option writer sells options with the goal of obtaining the premium paid by the
option buyer. If an option sold by an option writer expires without being
exercised, the writer retains the full amount of the premium. The option writer,
however, has unlimited economic risk because its potential loss, except to the
extent offset by the premium received when the option was written, is equal to
the amount the option is "in-the-money" at the expiration date. A call option is
in-the-money if the value of the underlying futures contract exceeds the
exercise price of the option. A put option is in-the-money if the exercise price
of the option exceeds the value of the underlying futures contract. Generally,
any profit realized by an option buyer represents a loss for the option writer.
A fund that takes the position of a writer of a futures option is required to
deposit and maintain initial and variation margin with respect to the option, as
described above in the case of futures contracts. A futures option transaction
will not be considered to constitute the issuance of a "senior security" by a
fund for purposes of the 1940 Act, and such transaction will not be subject to
the 300% asset coverage requirement otherwise applicable to borrowings by a
fund, if the fund covers the transaction in accordance with the requirements
described above under the heading "Borrowing."
Each fund intends to comply with Rule 4.5 of the Commodity Futures Trading
Commission, under which a mutual fund is conditionally excluded from the
definition of the term "commodity pool operator." A fund will only enter into
futures contracts and futures options that are standardized and traded on a U.S.
or foreign exchange, board of trade, or similar entity, or quoted on an
automated quotation system.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS -- RISKS. The risk of loss
in trading futures contracts and in writing futures options can be substantial,
because of the low margin deposits required, the extremely high degree of
leverage involved in futures and options pricing, and the potential high
volatility of the futures markets. As a result, a relatively small price
movement in a futures position may result in immediate and substantial loss (or
gain) to the investor. For example, if at the time of purchase, 10% of the value
of the futures contract is deposited as margin, a subsequent 10% decrease in the
value of the futures contract would result in a total loss of the margin
deposit, before any deduction for the transaction costs, if the account were
then closed out. A 15% decrease would result in a loss equal to 150% of the
original margin deposit if the contract were closed out. Thus, a purchase or
sale of a futures contract, and the writing of a futures option, may result in
losses in excess of the amount invested in the position. In the event of adverse
price movements, a fund would continue to be required to make daily cash
payments to maintain its required margin. In such situations, if the fund has
insufficient cash, it may have to sell portfolio securities to meet daily margin
requirements (and segregation requirements, if applicable) at a time when it may
be disadvantageous to do so. In addition, on the settlement date, a fund may be
required to make delivery of the instruments underlying the futures positions it
holds.
A fund could suffer losses if it is unable to close out a futures contract or a
futures option because of an illiquid secondary market. Futures contracts and
futures options may be closed out only on an exchange that provides a secondary
market for such products. However, there can be no assurance that a liquid
secondary market will exist for any particular futures product at any specific
time. Thus, it may not be possible to close a futures or option position.
Moreover, most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a futures contract may vary either up or
down from the previous day's settlement price at the end of a trading session.
Once the daily limit has been reached in a particular type of contract, no
trades may be made on that day at a price beyond that limit. The daily limit
governs only price movement during a particular trading day and therefore does
not limit potential losses, because the limit may prevent the liquidation of
unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of future positions and subjecting some
futures traders to substantial losses. The inability to close futures and
options positions also could have
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an adverse impact on the ability to hedge a portfolio investment or to establish
a substitute for a portfolio investment. Treasury futures are generally not
subject to such daily limits.
A fund bears the risk that its advisor will incorrectly predict future market
trends. If the advisor attempts to use a futures contract or a futures option as
a hedge against, or as a substitute for, a portfolio investment, the fund will
be exposed to the risk that the futures position will have or will develop
imperfect or no correlation with the portfolio investment. This could cause
substantial losses for the fund. While hedging strategies involving futures
products can reduce the risk of loss, they can also reduce the opportunity for
gain or even result in losses by offsetting favorable price movements in other
fund investments.
A fund could lose margin payments it has deposited with its FCM, if, for
example, the FCM breaches its agreement with the fund or becomes insolvent or
goes into bankruptcy. In that event, the fund may be entitled to return of
margin owed to it only in proportion to the amount received by the FCM's other
customers, potentially resulting in losses to
the fund.
INTERFUND BORROWING AND LENDING. The SEC has granted an exemption permitting
the Vanguard funds to participate in Vanguard's interfund lending program. This
program allows the Vanguard funds to borrow money from and lend money to each
other for temporary or emergency purposes. The program is subject to a number of
conditions, including, among other things, the requirement that: (1) no fund may
borrow or lend money through the program unless it receives a more favorable
interest rate than is typically available from a bank for a comparable
transaction; (2) no equity, taxable bond, or money market fund may loan money if
the loan would cause its aggregate outstanding loans through the program to
exceed 5%, 7.5%, or 10%, respectively, of its net assets at the time of the
loan; and (3) a fund's interfund loans to any one fund shall not exceed 5% of
the lending fund's net assets. In addition, a Vanguard fund may participate in
the program only if and to the extent that such participation is consistent with
the fund's investment objective and investment policies. The boards of trustees
of the Vanguard funds are responsible for overseeing the interfund lending
program. Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.
OPTIONS. An option is a derivative. An option on a security (or index) is a
contract that gives the holder of the option, in return for the payment of a
"premium," the right, but not the obligation, to buy from (in the case of a call
option) or sell to (in the case of a put option) the writer of the option the
security underlying the option (or the cash value of the index) at a specified
exercise price prior to the expiration date of the option. The writer of an
option on a security has the obligation upon exercise of the option (1) to
deliver the underlying security upon payment of the exercise price (in the case
of a call option) or (2) to pay the exercise price upon delivery of the
underlying security (in the case of a put option). The writer of an option on an
index has the obligation upon exercise of the option to pay an amount equal to
the cash value of the index minus the exercise price, multiplied by the
specified multiplier for the index option. The multiplier for an index option
determines the size of the investment position the option represents. Unlike
exchange-traded options, which are standardized with respect to the underlying
instrument, expiration date, contract size, and strike price, the terms of OTC
options (options not traded on exchanges) generally are established through
negotiation with the other party to the option contract. While this type of
arrangement allows the purchaser or writer greater flexibility to tailor an
option to its needs, OTC options generally involve greater credit risk than
exchange-traded options, which are guaranteed by the clearing organization of
the exchanges where they are traded.
The buyer (or holder) of an option is said to be "long" the option, while the
seller (or writer) of an option is said to be "short" the option. A call option
grants to the holder the right to buy (and obligates the writer to sell) the
underlying security at the strike price. A put option grants to the holder the
right to sell (and obligates the writer to buy) the underlying security at the
strike price. The purchase price of an option is called the "premium." The
potential loss to an option buyer is limited to the amount of the premium plus
transaction costs. This will be the case if the option is held and not exercised
prior to its expiration date. Generally, an option writer sells options with the
goal of obtaining the premium paid by the option buyer, but that person could
also seek to profit from an anticipated rise or decline in option prices. If an
option sold by an option writer expires without being exercised, the writer
retains the full amount of the premium. The option writer, however, has
unlimited economic risk because its potential loss, except to the extent offset
by the premium received when the option was written, is equal to the amount the
option is "in-the-money" at the expiration date. A call option is in-the-money
if the value of the underlying position exceeds the exercise price of the
option. A put option is in-the-money if the exercise price of the option exceeds
the value of the underlying position. Generally, any profit realized by an
option buyer represents a loss for the option writer. The writing of an option
will not be considered to constitute the issuance of a "senior security" by a
fund for purposes of the 1940 Act, and such transaction will not be subject to
the
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300% asset coverage requirement otherwise applicable to borrowings by a fund, if
the fund covers the transaction in accordance with the requirements described
above under the heading "Borrowing."
If a trading market in particular options were to become unavailable, investors
in those options (such as the funds) would be unable to close out their
positions until trading resumes, and they may be faced with substantial losses
if the value of the underlying interest moves adversely during that time. Even
if the market were to remain available, there may be times when options prices
will not maintain their customary or anticipated relationships to the prices of
the underlying interests and related interests. Lack of investor interest,
changes in volatility, or other factors or conditions might adversely affect the
liquidity, efficiency, continuity, or even the orderliness of the market for
particular options.
A fund bears the risk that its advisor will not accurately predict future
market trends. If the advisor attempts to use an option as a hedge against, or
as a substitute for, a portfolio investment, the fund will be exposed to the
risk that the option will have or will develop imperfect or no correlation with
the portfolio investment. This could cause substantial losses for the fund.
While hedging strategies involving options can reduce the risk of loss, they can
also reduce the opportunity for gain or even result in losses by offsetting
favorable price movements in other fund investments. Many options, in particular
OTC options, are complex and often valued based on subjective factors. Improper
valuations can result in increased cash payment requirements to counterparties
or a loss of value to a fund.
OTHER INVESTMENT COMPANIES. A fund may invest in other investment companies to
the extent permitted by applicable law or SEC exemption. Under Section 12(d)(1)
of the 1940 Act, a fund generally may invest up to 10% of its assets in shares
of investment companies and up to 5% of its assets in any one investment
company, as long as no investment represents more than 3% of the voting stock of
an acquired investment company. The 1940 Act and related rules provide certain
exemptions from these restrictions. If a fund invests in other investment
companies, shareholders will bear not only their proportionate share of the
fund's expenses (including operating expenses and the fees of the advisor), but
also, indirectly, the similar expenses of the underlying investment companies.
Shareholders would also be exposed to the risks associated not only to the
investments of the fund but also to the portfolio investments of the underlying
investment companies. Certain types of investment companies, such as closed-end
investment companies, issue a fixed number of shares that typically trade on a
stock exchange or over-the-counter at a premium or discount to their net asset
value. Others are continuously offered at net asset value but also may be traded
on the secondary market.
PREFERRED STOCK. Preferred stock represents an equity or ownership interest in
an issuer. Preferred stock normally pays dividends at a specified rate and has
precedence over common stock in the event the issuer is liquidated or declares
bankruptcy. However, in the event an issuer is liquidated or declares
bankruptcy, the claims of owners of bonds take precedence over the claims of
those who own preferred and common stock. Preferred stock, unlike common stock,
often has a stated dividend rate payable from the corporation's earnings.
Preferred stock dividends may be cumulative or non-cumulative, participating, or
auction rate. "Cumulative" dividend provisions require all or a portion of prior
unpaid dividends to be paid before dividends can be paid to the issuer's common
stock. "Participating" preferred stock may be entitled to a dividend exceeding
the stated dividend in certain cases. If interest rates rise, the fixed dividend
on preferred stocks may be less attractive, causing the price of such stocks to
decline. Preferred stock may have mandatory sinking fund provisions, as well as
provisions allowing the stock to be called or redeemed, which can limit the
benefit of a decline in interest rates. Preferred stock is subject to many of
the risks to which common stock and debt securities
are subject.
REPURCHASE AGREEMENTS. A repurchase agreement is an agreement under which a
fund acquires a fixed income security (generally a security issued by the U.S.
government or an agency thereof, a banker's acceptance, or a certificate of
deposit) from a commercial bank, broker, or dealer, and simultaneously agrees to
resell such security to the seller at an agreed upon price and date (normally,
the next business day). Because the security purchased constitutes collateral
for the repurchase obligation, a repurchase agreement may be considered a loan
that is collateralized by the security purchased. The resale price reflects an
agreed upon interest rate effective for the period the instrument is held by a
fund and is unrelated to the interest rate on the underlying instrument. In
these transactions, the securities acquired by a fund (including accrued
interest earned thereon) must have a total value in excess of the value of the
repurchase agreement and be held by a custodian bank until repurchased. In
addition, the investment advisor will monitor a fund's repurchase agreement
transactions generally and will evaluate the creditworthiness of any bank,
broker, or dealer party to a repurchase agreement relating to a fund. The
aggregate amount of any such agreements is not limited except to the extent
required by law.
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The use of repurchase agreements involves certain risks. One risk is the
seller's ability to pay the agreed-upon repurchase price on the repurchase date.
If the seller defaults, the fund may incur costs in disposing of the collateral,
which would reduce the amount realized thereon. If the seller seeks relief under
the bankruptcy laws, the disposition of the collateral may be delayed or
limited. For example, if the other party to the agreement becomes insolvent and
subject to liquidation or reorganization under the bankruptcy or other laws, a
court may determine that the underlying security is collateral for a loan by the
fund not within its control and therefore the realization by the fund on such
collateral may be automatically stayed. Finally, it is possible that the fund
may not be able to substantiate its interest in the underlying security and may
be deemed an unsecured creditor of the other party to the agreement.
RESTRICTED AND ILLIQUID SECURITIES. Illiquid securities are securities that
cannot be sold or disposed of in the ordinary course of business within seven
business days at approximately the value at which they are being carried on a
fund's books. Illiquid securities may include a wide variety of investments,
such as: (1) repurchase agreements maturing in more than seven days; (2) OTC
options contracts and certain other derivatives (including certain swap
agreements); (3) fixed time deposits that are not subject to prepayment or do
not provide for withdrawal penalties upon prepayment (other than overnight
deposits); (4) participation interests in loans; (5) municipal lease
obligations; (6) commercial paper issued pursuant to Section 4(2) of the
Securities Act of 1933 (the 1933 Act); and (7) securities whose disposition is
restricted under the federal securities laws. Illiquid securities include
restricted, privately placed securities that, under the federal securities laws,
generally may be resold only to qualified institutional buyers. If a substantial
market develops for a restricted security (or other illiquid investment) held by
a fund, it may be treated as a liquid security, in accordance with procedures
and guidelines approved by the board of trustees. This generally includes
securities that are unregistered, that can be sold to qualified institutional
buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from
registration under the 1933 Act, such as commercial paper. While a fund's
advisor monitors the liquidity of restricted securities on a daily basis, the
board of trustees oversees and retains ultimate responsibility for the advisor's
liquidity determinations. Several factors that the trustees consider in
monitoring these decisions include the valuation of a security, the availability
of qualified institutional buyers, brokers, and dealers that trade in the
security, and the availability of information about the security's issuer.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund sells
a security to another party, such as a bank or broker-dealer, in return for cash
and agrees to repurchase that security at an agreed-upon price and time. Under a
reverse repurchase agreement, the fund continues to receive any principal and
interest payments on the underlying security during the term of the agreement.
Reverse repurchase agreements involve the risk that the market value of
securities retained by the fund may decline below the repurchase price of the
securities sold by the fund that it is obligated to repurchase. A reverse
repurchase agreement may be considered a borrowing transaction for purposes of
the 1940 Act. A reverse repurchase agreement transaction will not be considered
to constitute the issuance of a "senior security" by a fund, and such
transaction will not be subject to the 300% asset coverage requirement otherwise
applicable to borrowings by a fund, if the fund covers the transaction in
accordance with the requirements described above under the heading "Borrowing."
A fund will enter into reverse repurchase agreements only with parties whose
creditworthiness has been reviewed and found satisfactory by the advisor.
SECURITIES LENDING. A fund may lend its investment securities to qualified
institutional investors (typically brokers, dealers, banks, or other financial
institutions) who may need to borrow securities in order to complete certain
transactions, such as covering short sales, avoiding failures to deliver
securities, or completing arbitrage operations. By lending its investment
securities, a fund attempts to increase its net investment income through the
receipt of interest on the securities lent. Any gain or loss in the market price
of the securities lent that might occur during the term of the loan would be for
the account of the fund. If the borrower defaults on its obligation to return
the securities lent because of insolvency or other reasons, a fund could
experience delays and costs in recovering the securities lent or in gaining
access to the collateral. These delays and costs could be greater for foreign
securities. If a fund is not able to recover the securities lent, a fund may
sell the collateral and purchase a replacement investment in the market. The
value of the collateral could decrease below the value of the replacement
investment by the time the replacement investment is purchased. Cash received as
collateral through loan transactions may be invested in other eligible
securities. Investing this cash subjects that investment to market appreciation
or depreciation.
The terms and the structure and the aggregate amount of securities loans must
be consistent with the 1940 Act, and the rules or interpretations of the SEC
thereunder. These provisions limit the amount of securities a fund may lend to
33 1/3% of the fund's total assets, and require that (1) the borrower pledge and
maintain with the fund collateral consisting of cash, an irrevocable letter of
credit or securities issued or guaranteed by the U.S. government having at all
B-13
times not less than 100% of the value of the securities lent; (2) the borrower
add to such collateral whenever the price of the securities lent rises (i.e.,
the borrower "marks-to-market" on a daily basis); (3) the loan be made subject
to termination by the fund at any time; and (4) the fund receive reasonable
interest on the loan (which may include the fund's investing any cash collateral
in interest bearing short-term investments), any distribution on the lent
securities, and any increase in their market value. Loan arrangements made by
each fund will comply with all other applicable regulatory requirements,
including the rules of the New York Stock Exchange, which presently require the
borrower, after notice, to redeliver the securities within the normal settlement
time of three business days. The advisor will consider the creditworthiness of
the borrower, among other things, in making decisions with respect to the
lending of securities, subject to oversight by the board of trustees. At the
present time, the SEC does not object if an investment company pays reasonable
negotiated fees in connection with lent securities, so long as such fees are set
forth in a written contract and approved by the investment company's trustees.
In addition, voting rights pass with the lent securities, but if a fund has
knowledge that a material event will occur affecting securities on loan, and in
respect of which the holder of the securities will be entitled to vote or
consent, the lender must be entitled to call the loaned securities in time to
vote or consent.
SWAP AGREEMENTS. A swap agreement is a derivative. A swap agreement is an
agreement between two parties (counterparties) to exchange payments at specified
dates (periodic payment dates) on the basis of a specified amount (notional
amount) with the payments calculated with reference to a specified asset,
reference rate, or index.
Examples of swap agreements include, but are not limited to, interest rate
swaps, credit default swaps, equity swaps, commodity swaps, foreign currency
swaps, index swaps, and total return swaps. Most swap agreements provide that
when the periodic payment dates for both parties are the same, payments are
netted, and only the net amount is paid to the counterparty entitled to receive
the net payment. Consequently, a fund's current obligations (or rights) under a
swap agreement will generally be equal only to the net amount to be paid or
received under the agreement, based on the relative values of the positions held
by each counterparty. Swap agreements allow for a wide variety of transactions.
For example, fixed rate payments may be exchanged for floating rate payments;
U.S. dollar-denominated payments may be exchanged for payments denominated in a
different currency; and payments tied to the price of one asset, reference rate,
or index may be exchanged for payments tied to the price of another asset,
reference rate, or index.
An option on a swap agreement, also called a "swaption," is an option that
gives the buyer the right, but not the obligation, to enter into a swap on a
future date in exchange for paying a market-based "premium." A receiver swaption
gives the owner the right to receive the total return of a specified asset,
reference rate, or index. A payer swaption gives the owner the right to pay the
total return of a specified asset, reference rate, or index. Swaptions also
include options that allow an existing swap to be terminated or extended by one
of the counterparties.
The use of swap agreements by a fund entails certain risks, which may be
different from, or possibly greater than, the risks associated with investing
directly in the securities and other investments that are the referenced asset
for the swap agreement. Swaps are highly specialized instruments that require
investment techniques, risk analyses, and tax planning different from those
associated with stocks, bonds, and other traditional investments. The use of a
swap requires an understanding not only of the referenced asset, reference rate,
or index but also of the swap itself, without the benefit of observing the
performance of the swap under all possible market conditions.
Swap agreements may be subject to liquidity risk, which exists when a
particular swap is difficult to purchase or sell. If a swap transaction is
particularly large or if the relevant market is illiquid (as is the case with
many OTC swaps), it may not be possible to initiate a transaction or liquidate a
position at an advantageous time or price, which may result in significant
losses. In addition, swap transactions may be subject to a fund's limitation on
investments in illiquid securities.
Swap agreements may be subject to pricing risk, which exists when a particular
swap becomes extraordinarily expensive (or cheap) relative to historical prices
or the prices of corresponding cash market instruments. Under certain market
conditions, it may not be economically feasible to initiate a transaction or
liquidate a position in time to avoid a loss or take advantage of an opportunity
or to realize the intrinsic value of the swap agreement.
Because some swap agreements have a leverage component, adverse changes in the
value or level of the underlying asset, reference rate, or index can result in a
loss substantially greater than the amount invested in the swap itself. Certain
swaps have the potential for unlimited loss, regardless of the size of the
initial investment. A leveraged swap transaction will not be considered to
constitute the issuance of a "senior security" by a fund, and such transaction
will not be subject to the 300% asset coverage requirement otherwise applicable
to borrowings by a fund, if the fund covers the transaction in accordance with
the requirements described above under the heading "Borrowing."
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Like most other investments, swap agreements are subject to the risk that the
market value of the instrument will change in a way detrimental to a fund's
interest. A fund bears the risk that its advisor will not accurately forecast
future market trends or the values of assets, reference rates, indexes, or other
economic factors in establishing swap positions for the fund. If the advisor
attempts to use a swap as a hedge against, or as a substitute for, a portfolio
investment, the fund will be exposed to the risk that the swap will have or will
develop imperfect or no correlation with the portfolio investment. This could
cause substantial losses for the fund. While hedging strategies involving swap
instruments can reduce the risk of loss, they can also reduce the opportunity
for gain or even result in losses by offsetting favorable price movements in
other fund investments. Many swaps, in particular OTC swaps, are complex and
often valued subjectively. Improper valuations can result in increased cash
payment requirements to counterparties or a loss of value to a fund.
The use of a swap agreement also involves the risk that a loss may be sustained
as a result of the insolvency or bankruptcy of the counterparty or the failure
of the counterparty to make required payments or otherwise comply with the terms
of the agreement. Additionally, the use of credit default swaps can result in
losses if a fund's advisor does not correctly evaluate the creditworthiness of
the issuer on which the credit swap is based.
The swaps market is a relatively new market and is largely unregulated. It is
possible that developments in the swaps market, including potential government
regulation, could adversely affect a fund's ability to terminate existing swap
agreements or to realize amounts to be received under such agreements.
TAX MATTERS -- FEDERAL TAX TREATMENT OF FUTURES CONTRACTS. A fund is required
for federal income tax purposes to recognize for each taxable year its net
unrealized gains and losses on certain futures contracts as of the end of the
year as well as those actually realized during the year. In these cases, any
gain or loss recognized with respect to a futures contract is considered to be
60% long-term capital gain or loss and 40% short-term capital gain or loss,
without regard to the holding period of the contract. Gains and losses on
certain other futures contracts (primarily non-U.S. futures contracts) are not
recognized until the contracts are closed and are treated as long-term or
short-term, depending on the holding period of the contract. Sales of futures
contracts that are intended to hedge against a change in the value of securities
held by a fund may affect the holding period of such securities and,
consequently, the nature of the gain or loss on such securities upon
disposition. A fund may be required to defer the recognition of losses on one
position, such as futures contracts, to the extent of any unrecognized gains on
a related offsetting position held by the fund.
In order for a fund to continue to qualify for federal income tax treatment as
a regulated investment company, at least 90% of its gross income for a taxable
year must be derived from qualifying income; i.e., dividends, interest, income
derived from loans of securities, gains from the sale of securities or of
foreign currencies, or other income derived with respect to the fund's business
of investing in securities or currencies. It is anticipated that any net gain
recognized on futures contracts will be considered qualifying income for
purposes of the 90% requirement.
A fund will distribute to shareholders annually any net capital gains that have
been recognized for federal income tax purposes on futures transactions. Such
distributions will be combined with distributions of capital gains realized on
the fund's other investments and shareholders will be advised on the nature of
the distributions.
TAX MATTERS -- FEDERAL TAX TREATMENT OF NON-U.S. TRANSACTIONS. Special rules
govern the federal income tax treatment of certain transactions denominated in a
currency other than the U.S. dollar or determined by reference to the value of
one or more currencies other than the U.S. dollar. The types of transactions
covered by the special rules include the following: (1) the acquisition of, or
becoming the obligor under, a bond or other debt instrument (including, to the
extent provided in Treasury regulations, preferred stock); (2) the accruing of
certain trade receivables and payables; and (3) the entering into or acquisition
of any forward contract, futures contract, option, or similar financial
instrument if such instrument is not marked to market. The disposition of a
currency other than the U.S. dollar by a taxpayer whose functional currency is
the U.S. dollar is also treated as a transaction subject to the special currency
rules. However, foreign currency-related regulated futures contracts and
non-equity options are generally not subject to the special currency rules if
they are or would be treated as sold for their fair market value at year-end
under the marking-to-market rules applicable to other futures contracts unless
an election is made to have such currency rules apply. With respect to
transactions covered by the special rules, foreign currency gain or loss is
calculated separately from any gain or loss on the underlying transaction and is
normally taxable as ordinary income or loss. A taxpayer may elect to treat as
capital gain or loss foreign currency gain or loss arising from certain
identified forward contracts, futures contracts, and options that are capital
assets in the hands of the taxpayer and that are not part of a straddle. The
Treasury Department issued regulations under which certain transactions subject
to the special currency rules that are part of a "section 988 hedging
transaction" (as defined in the IRC and the Treasury regulations) will be
integrated and treated as a single transaction or
B-15
otherwise treated consistently for purposes of the IRC. Any gain or loss
attributable to the foreign currency component of a transaction engaged in by a
fund that is not subject to the special currency rules (such as foreign equity
investments other than certain preferred stocks) will be treated as capital gain
or loss and will not be segregated from the gain or loss on the underlying
transaction. It is anticipated that some of the non-U.S. dollar-denominated
investments and foreign currency contracts a fund may make or enter into will be
subject to the special currency rules described above.
TAX MATTERS -- FOREIGN TAX CREDIT. Foreign governments may withhold taxes on
dividends and interest paid with respect to foreign securities held by a fund.
Foreign governments may also impose taxes on other payments or gains with
respect to foreign securities. If, at the close of its fiscal year, more than
50% of a fund's total assets are invested in securities of foreign issuers, the
fund may elect to pass through foreign taxes paid, and thereby allow
shareholders to take a deduction or, if they meet certain holding period
requirements, a tax credit on their tax returns. If shareholders do not meet the
holding period requirements, they may still be entitled to a deduction for
certain gains that were actually distributed by the fund, but will also show the
amount of the available offsetting credit or deduction.
TEMPORARY INVESTMENTS. A fund may take temporary defensive positions that are
inconsistent with the fund's normal fundamental or non-fundamental investment
policies and strategies in response to adverse or unusual market, economic,
political, or other conditions as determined by the advisor. Such positions
could include, but are not limited to, investments in (1) highly liquid
short-term fixed income securities issued by or on behalf of municipal or
corporate issuers, obligations of the U.S. government and its agencies,
commercial paper, and bank certificates of deposit; (2) repurchase agreements
involving any such securities; and (3) other money market instruments. There is
no limit on the extent to which the fund may take temporary defensive positions.
In taking such positions, the fund may fail to achieve its investment objective.
WARRANTS. Warrants are instruments that give the holder the right, but not the
obligation, to buy an equity security at a specific price for a specific period
of time. Changes in the value of a warrant do not necessarily correspond to
changes in the value of its underlying security. The price of a warrant may be
more volatile than the price of its underlying security, and a warrant may offer
greater potential for capital appreciation as well as capital loss. Warrants do
not entitle a holder to dividends or voting rights with respect to the
underlying security and do not represent any rights in the assets of the issuing
company. A warrant ceases to have value if it is not exercised prior to its
expiration date. These factors can make warrants more speculative than other
types of investments.
WHEN-ISSUED, DELAYED-DELIVERY, AND FORWARD-COMMITMENT TRANSACTIONS.
When-issued, delayed-delivery, and forward-commitment transactions involve a
commitment to purchase or sell specific securities at a predetermined price or
yield in which payment and delivery take place after the customary settlement
period for that type of security. Typically, no interest accrues to the
purchaser until the security is delivered. When purchasing securities pursuant
to one of these transactions, payment for the securities is not required until
the delivery date. However, the purchaser assumes the rights and risks of
ownership, including the risks of price and yield fluctuations and the risk that
the security will not be issued as anticipated. When a fund has sold a security
pursuant to one of these transactions, the fund does not participate in further
gains or losses with respect to the security. If the other party to a
delayed-delivery transaction fails to deliver or pay for the securities, the
fund could miss a favorable price or yield opportunity or suffer a loss. A fund
may renegotiate a when-issued or forward-commitment transaction and may sell the
underlying securities before delivery, which may result in capital gains or
losses for the fund. When-issued, delayed-delivery, and forward-commitment
transactions will not be considered to constitute the issuance of a "senior
security" by a fund, and such transaction will not be subject to the 300% asset
coverage requirement otherwise applicable to borrowings by the fund, if the fund
covers the transaction in accordance with the requirements described above under
the heading "Borrowing."
INVESTMENT POLICY RELATING TO THE SALE OF INVESTOR SHARES OF THE FUND IN JAPAN.
Each Fund may borrow (as defined under Japanese law and the rules of the
Japanese Securities Dealers Association) money for temporary or emergency
purposes only in an amount not to exceed 10% of the Fund's net assets.
B-16
INVESTMENT LIMITATIONS
VANGUARD EUROPEAN STOCK INDEX FUND, VANGUARD PACIFIC STOCK INDEX FUND,
AND VANGUARD EMERGING MARKETS STOCK INDEX FUND
Each Fund is subject to the following fundamental investment limitations, which
cannot be changed in any material way without the approval of the holders of a
majority of the Fund's shares. For these purposes, a "majority" of shares means
shares representing the lesser of: (1) 67% or more of the Fund's net assets
voted, so long as shares representing more than 50% of the Fund's net assets are
present or represented by proxy; or (2) more than 50% of the Fund's net assets.
ASSESSABLE SECURITIES. Each Fund may not invest in assessable securities or
securities involving unlimited liability on the part of the holders thereof.
BORROWING. Each Fund may borrow money for temporary or emergency purposes only
in an amount not to exceed 15% of the Fund's net assets. Each Fund may borrow
money through banks or Vanguard's interfund lending program only, and must
comply with all applicable regulatory conditions. Each Fund may not make any
additional investments whenever its outstanding borrowings exceed 5% of net
assets.
COMMODITIES. Each Fund may not invest in commodities, except that it may invest
in stock futures contracts, stock options, and options on stock futures
contracts. No more than 5% of the Fund's total assets may be used as initial
margin deposit for futures contracts, and no more than 20% of the Fund's total
assets may be invested in futures contracts or options at any time.
DIVERSIFICATION. With respect to 75% of its total assets, each Fund may not:
(1) purchase more than 10% of the outstanding voting securities of any one
issuer; or (2) purchase securities of any issuer if, as a result, more than 5%
of the Fund's total assets would be invested in that issuer's securities. This
limitation does not apply to obligations of the U.S. government or its agencies
or instrumentalities. Additionally, each Fund will limit the aggregate value of
holdings of a single issuer (other than U.S. government securities as defined in
the IRC) to a maximum of 25% of the Fund's total assets as of the end of each
quarter of the taxable year.
ILLIQUID SECURITIES. Each Fund may not acquire any security if, as a result,
more than 15% of its net assets would be invested in securities that are
illiquid.
INDUSTRY CONCENTRATION. Each Fund will not invest more than 25% of its total
assets in any one industry except as necessary to approximate the composition of
its target index.
INVESTING FOR CONTROL. Each Fund may not invest in a company for purposes of
controlling its management.
LOANS. Each Fund may not lend money to any person except by purchasing fixed
income securities, by entering into repurchase agreements, by lending its
portfolio securities, or through Vanguard's interfund lending program.
MARGIN. Each Fund may not purchase securities on margin or sell securities
short, except as permitted by the Fund's investment policies relating to
commodities.
OIL, GAS, MINERALS. Each Fund may not invest in interests in oil, gas, or other
mineral exploration or development programs.
PLEDGING ASSETS. Each Fund may not pledge, mortgage, or hypothecate more than
15% of its net assets.
REAL ESTATE. Each Fund may not invest directly in real estate, although it may
invest in securities of companies that deal in real estate and bonds secured by
real estate.
SENIOR SECURITIES. Each Fund may not issue senior securities, except in
compliance with the 1940 Act.
UNDERWRITING. Each Fund may not act as an underwriter of another issuer's
securities, except to the extent that the Fund may be deemed to be an
underwriter within the meaning of the 1933 Act, in connection with the purchase
and sale of portfolio securities.
VANGUARD FTSE ALL-WORLD EX-US INDEX FUND
The Fund is subject to the following fundamental investment limitations, which
cannot be changed in any material way without the approval of the holders of a
majority of the Fund's shares. For these purposes, a "majority" of shares means
shares representing the lesser of: (1) 67% or more of the Fund's net assets
voted, so long as shares representing more than 50% of the Fund's net assets are
present or represented by proxy; or (2) more than 50% of the Fund's net assets.
B-17
BORROWING. The Fund may borrow money or issue senior securities only as
permitted under the 1940 Act.
COMMODITIES. The Fund may not purchase or sell physical commodities unless
acquired as a result of ownership of securities or other instruments. This
limitation shall not prevent the Fund from purchasing, selling, or entering into
securities or other instruments backed by physical commodities, foreign
currencies, foreign currency forward contracts, foreign currency options,
futures contracts, options on futures contracts, swap agreements, or other
derivative instruments, subject to compliance with applicable provisions of the
federal securities and commodities laws.
DIVERSIFICATION. The Fund may not change its classification as a "management
company" or its subclassifications as an "open-end company" and as a
"diversified company" as each such term is defined in the 1940 Act.
INDUSTRY CONCENTRATION. The Fund may not concentrate its investments in a
particular industry or group of industries, within the meaning of the 1940 Act.
LOANS. The Fund may make loans only as permitted under the 1940 Act.
REAL ESTATE. The Fund may not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments. This limitation shall
not prevent the Fund from investing in securities or other instruments backed by
real estate or securities issued by any company engaged in the real estate
business.
SENIOR SECURITIES. The Fund may borrow money or issue senior securities only as
permitted under the 1940 Act.
UNDERWRITING. The Fund may not act as an underwriter of another issuer's
securities, except to the extent that the Fund may be deemed to be an
underwriter within the meaning of the 1933 Act, in connection with the purchase
and sale of portfolio securities.
VANGUARD TOTAL WORLD STOCK INDEX FUND
The Fund is subject to the following fundamental investment limitations, which
cannot be changed in any material way without the approval of the holders of a
majority of the Fund's shares. For these purposes, a "majority" of shares means
shares representing the lesser of: (1) 67% or more of the Fund's net assets
voted, so long as shares representing more than 50% of the Fund's net assets are
present or represented by proxy; or (2) more than 50% of the Fund's net assets.
BORROWING. The Fund may borrow money only as permitted under the 1940 Act and
any applicable SEC Rules and interpretations.
COMMODITIES. The Fund may not purchase or sell physical commodities unless
acquired as a result of ownership of securities or other instruments. This
limitation shall not prevent the Fund from purchasing, selling, or entering into
securities or other instruments backed by physical commodities, foreign
currencies, foreign currency forward contracts, foreign currency options,
futures contracts, options on futures contracts, swap agreements, or other
derivative instruments, subject to compliance with applicable provisions of the
federal securities and commodities laws.
DIVERSIFICATION. The Fund is a "management company" that is sub-classified as
an "open-end company" and is a "diversified company" as each such term is
defined in the 1940 Act and any applicable SEC Rules and interpretations.
INDUSTRY CONCENTRATION. The Fund may not concentrate its investments in a
particular industry or group of industries, within the meaning of the 1940 Act,
except as necessary to approximate the composition of its target index.
LOANS. The Fund may make loans only as permitted under the 1940 Act and any
applicable SEC Rules and interpretations.
REAL ESTATE. The Fund may not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments. This limitation shall
not prevent the Fund from investing in securities or other instruments backed by
real estate or securities issued by any company engaged in the real estate
business.
SENIOR SECURITIES. The Fund may issue senior securities only as permitted under
the 1940 Act and any applicable SEC Rules and interpretations.
UNDERWRITING. The Fund may not act as an underwriter of another issuer's
securities, except to the extent that the Fund may be deemed to be an
underwriter within the meaning of the 1933 Act, in connection with the purchase
and sale of portfolio securities.
B-18
ALL FUNDS
Compliance with the investment limitations set forth above is generally measured
at the time the securities are purchased. Unless otherwise required by the 1940
Act, if a percentage restriction is adhered to at the time the investment is
made, a later change in percentage resulting from a change in the market value
of assets will not constitute a violation of such restriction. All investment
limitations must comply with applicable regulatory requirements. For more
details, see "Investment Policies."
None of these limitations prevents the Funds from having an ownership interest
in Vanguard. As a part owner of Vanguard, each Fund may own securities issued by
Vanguard, make loans to Vanguard, and contribute to Vanguard's costs or other
financial requirements. See "Management of the Funds" for more information.
SHARE PRICE
Multiple-class funds do not have a single share price. Rather, each class has a
share price, called its net asset value, or NAV, that is calculated each
business day as of the close of regular trading on the New York Stock Exchange
(the Exchange), generally 4 p.m., Eastern time. NAV per share is computed by
dividing the net assets allocated to each share class by the number of Fund
shares outstanding for that class.
The Exchange typically observes the following holidays: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day (Washington's Birthday), Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
Although each Fund expects the same holidays to be observed in the future, the
Exchange may modify its holiday schedule or hours of operation at any time.
PURCHASE AND REDEMPTION OF SHARES
PURCHASE OF SHARES
The purchase price of shares of each Fund is the NAV per share next determined
after the purchase request is received in good order, as defined in the Fund's
prospectus.
The European Stock Index and Pacific Stock Index Funds do not charge purchase
fees. For non-ETF Share purchases, the Emerging Markets Stock Index Fund charges
a 0.5% purchase fee, and the FTSE All-World ex-US Index and Total World Stock
Index Funds charge a 0.25% purchase fee. The purchase fee is paid to the Fund to
reimburse it for the transaction costs incurred from purchasing securities. The
fee is deducted from all purchases, including exchanges from other Vanguard
funds, but not from reinvested dividends and capital gains.
REDEMPTION OF SHARES (OTHER THAN ETF SHARES)
The redemption price of shares of each Fund is the NAV next determined after the
redemption request is received in good order, as defined in the Fund's
prospectus.
Each Fund may suspend redemption privileges or postpone the date of payment for
redeemed shares: (1) during any period that the Exchange is closed or trading on
the Exchange is restricted as determined by the SEC; (2) during any period when
an emergency exists, as defined by the SEC, as a result of which it is not
reasonably practicable for the Fund to dispose of securities it owns or to
fairly determine the value of its assets; and (3) for such other periods as the
SEC may permit.
Each Fund has filed a notice of election with the SEC to pay in cash all
redemptions requested by any shareholder of record limited in amount during any
90-day period to the lesser of $250,000 or 1% of the net assets of the Fund at
the beginning of such period.
If Vanguard determines that it would be detrimental to the best interests of
the remaining shareholders of a Fund to make payment wholly or partly in cash,
the Fund may pay the redemption price in whole or in part by a distribution in
kind of readily marketable securities held by the Fund in lieu of cash in
conformity with applicable rules of the SEC. Investors may incur brokerage
charges on the sale of such securities received in payment of redemptions.
There is a 0.5% redemption fee charged for redemptions from the Emerging
Markets Index Fund. For the European Stock Index, Pacific Stock Index, FTSE
All-World ex-US Index and Total World Stock Index Funds, each Fund charges a
B-19
redemption fee of 2% for shares held for less than two months. The redemption
fee is paid to the Fund to reimburse the Fund for transaction costs it incurs
while liquidating securities in order to meet fund redemptions. Shares redeemed
may be worth more or less than what was paid for them, depending on the market
value of the securities held by the Funds.
After redeeming shares that are exempt from redemption fees, shares you have
held the longest will be redeemed first.
Redemption fees do not apply to the following:
- Redemptions of shares purchased with reinvested dividend and capital gains
distributions (not applicable to Vanguard Emerging Markets Stock Index Fund).
- Share transfers, rollovers, or re-registrations within the same fund.
- Conversions of shares from one share class to another in the same fund.
- Redemptions of shares to pay fund or account fees.
- Redemptions of shares to remove excess shareholder contributions to an IRA.
- Section 529 college savings plans.
- Distributions by shareholders age 701/2 or older from the following (not
applicable to Vanguard Emerging Markets Stock Index Fund):
- Traditional IRAs.
- Inherited IRAs (traditional and Roth).
- Rollover IRAs.
- SEP-IRAs.
- Section 403(b)(7) plans served by the Vanguard Small Business Services
Department.
- SIMPLE IRAs.
- Vanguard Retirement Plans for which Vanguard Fiduciary Trust Company serves
as trustee.
- For a one-year period, shares rolled over to an IRA held at Vanguard from a
retirement plan for which Vanguard serves as recordkeeper (except for Vanguard
Small Business Services retirement plans).
For participants in employer-sponsored defined contribution plans (other than
those served by the Vanguard Small Business Services Department), redemption
fees will apply to shares exchanged out of a fund into which they had been
exchanged, rolled over, or transferred by a participant within the fund's
redemption-fee period.
In addition to the exclusions previously listed, redemption fees will not apply
to:
- Exchanges of shares purchased with participant payroll or employer
contributions.
- Distributions, loans, and in-service withdrawals from a plan.
- Direct rollovers into IRAs.
- Redemptions or transfers of shares as part of a plan termination or at the
direction of the plan.
If Vanguard does not serve as recordkeeper for a plan, redemption fees may be
applied differently.
RIGHT TO CHANGE POLICIES
Vanguard reserves the right to (1) alter, add, or discontinue any conditions of
purchase (including eligibility requirements), redemption, exchange, conversion,
service, or privilege at any time without prior notice; (2) accept initial
purchases by telephone; (3) freeze any account and/or suspend account services
when Vanguard has received reasonable notice of a dispute regarding the assets
in an account, including notice of a dispute between the registered or
beneficial account owners or when we reasonably believe a fraudulent transaction
may occur or has occurred; (4) temporarily freeze any account and/or suspend
account services upon initial notification to Vanguard of the death of the
shareholder until Vanguard receives required documentation in good order; (5)
alter, impose, discontinue, or waive any redemption fee, account service fee, or
other fees charged to a group of shareholders; and (6) redeem an account,
without the owner's permission to do so, in cases of threatening conduct or
suspicious, fraudulent, or illegal activity. Changes may affect any or all
investors. These actions will be taken when, at the sole discretion of Vanguard
management, we reasonably believe they are deemed to be in the best interest of
a fund.
INVESTING WITH VANGUARD THROUGH OTHER FIRMS
Each Fund has authorized certain agents to accept on its behalf purchase and
redemption orders, and those agents are authorized to designate other
intermediaries to accept purchase and redemption orders on the Fund's behalf
B-20
(collectively, Authorized Agents). A Fund will be deemed to have received a
purchase or redemption order when an Authorized Agent accepts the order in
accordance with the Fund's instructions. In most instances, a customer order
that is properly transmitted to an Authorized Agent will be priced at the Fund's
NAV next determined after the order is received by the Authorized Agent.
When intermediaries establish accounts in Vanguard funds for their clients, we
cannot always monitor the trading activity of individual clients. However, we
review trading activity at the omnibus level, and if we detect suspicious
activity, we will seek to investigate and take appropriate action. If necessary,
Vanguard may prohibit additional purchases of fund shares by an intermediary or
by certain of the intermediary's clients. Intermediaries may also monitor their
clients' trading activities in the Vanguard funds.
For those Vanguard funds that charge purchase or redemption fees,
intermediaries will be asked to assess purchase and redemption fees on
shareholder and participant accounts and remit these fees to the funds. The
application of purchase and redemption fees and frequent-trading policies may
vary among intermediaries. There are no assurances that Vanguard will
successfully identify all intermediaries or that intermediaries will properly
assess purchase and redemption fees or administer frequent-trading policies. If
you invest with Vanguard through an intermediary, please read that firm's
materials carefully to learn of any other rules or fees that may apply.
MANAGEMENT OF THE FUNDS
VANGUARD
Each Fund is part of the Vanguard group of investment companies, which consists
of more than 150 funds. Through their jointly-owned subsidiary, Vanguard, the
funds obtain at cost virtually all of their corporate management,
administrative, and distribution services. Vanguard also provides investment
advisory services on an at-cost basis to several of the Vanguard funds.
Vanguard employs a supporting staff of management and administrative personnel
needed to provide the requisite services to the funds and also furnishes the
funds with necessary office space, furnishings, and equipment. Each fund pays
its share of Vanguard's total expenses, which are allocated among the funds
under methods approved by the board of trustees of each fund. In addition, each
fund bears its own direct expenses, such as legal, auditing, and custodian fees.
The funds' officers are also officers and employees of Vanguard.
Vanguard, Vanguard Marketing Corporation, the funds' advisors, and the funds
have adopted Codes of Ethics designed to prevent employees who may have access
to nonpublic information about the trading activities of the funds (access
persons) from profiting from that information. The Codes permit access persons
to invest in securities for their own accounts, including securities that may be
held by a fund, but place substantive and procedural restrictions on the trading
activities of access persons. For example, the Codes require that access persons
receive advance approval for most securities trades to ensure that there is no
conflict with the trading activities of the funds. The Codes also limit the
ability of Vanguard employees to engage in short-term trading of Vanguard funds.
Vanguard was established and operates under an Amended and Restated Funds'
Service Agreement. The Amended and Restated Funds' Service Agreement provides as
follows: (1) each Vanguard fund may be called upon to invest up to 0.40% of its
current net assets in Vanguard, and (2) there is no other limitation on the
dollar amount that each Vanguard fund may contribute to Vanguard's
capitalization. The amounts that each fund has invested are adjusted from time
to time in order to maintain the proportionate relationship between each fund's
relative net assets and its contribution to Vanguard's capital. Vanguard Total
World Stock Index Fund did not commence operations until June 17, 2008. As of
October 31, 2007, the Funds had contributed $6,336,000 to Vanguard, which
represented 0.01% of each Fund's net assets and was 6.33% of Vanguard's
capitalization.
MANAGEMENT. Corporate management and administrative services include: (1)
executive staff; (2) accounting and financial; (3) legal and regulatory; (4)
shareholder account maintenance; (5) monitoring and control of custodian
relationships; (6) shareholder reporting; and (7) review and evaluation of
advisory and other services provided to the funds by third parties.
DISTRIBUTION. Vanguard Marketing Corporation (VMC), 400 Devon Park Drive A39,
Wayne, PA 19087, a wholly-owned subsidiary of Vanguard, is the principal
underwriter for the funds and in that capacity performs and finances marketing,
promotional, and distribution activities (collectively, marketing and
distribution activities) that are primarily intended to result in the sale of
the funds' shares. VMC performs marketing and distribution activities at cost in
accordance with the
B-21
terms and conditions of a 1981 SEC exemptive order that permits the Vanguard
funds to internalize and jointly finance the marketing, promotion, and
distribution of their shares. Under the terms of the SEC order, the funds'
trustees review and approve the marketing and distribution expenses incurred on
their behalf, including the nature and cost of the activities and the
desirability of each fund's continued participation in the joint arrangement.
To ensure that each fund's participation in the joint arrangement falls within
a reasonable range of fairness, each fund contributes to VMC's marketing and
distribution expenses in accordance with an SEC-approved formula. Under that
formula, one half of the marketing and distribution expenses are allocated among
the funds based upon their relative net assets. The remaining half of those
expenses is allocated among the funds based upon each fund's sales for the
preceding 24 months relative to the total sales of the funds as a group;
provided, however, that no fund's aggregate quarterly rate of contribution for
marketing and distribution expenses shall exceed 125% of the average marketing
and distribution expense rate for Vanguard, and that no fund shall incur annual
marketing and distribution expenses in excess of 0.20 of 1% of its average
month-end net assets. As of October 31, 2007, none of the Vanguard funds'
allocated share of VMC's marketing and distribution expenses was greater than
0.03% of the fund's average month-end net assets. Each fund's contribution to
these marketing and distribution expenses helps to maintain and enhance the
attractiveness and viability of the Vanguard complex as a whole, which benefits
all of the funds and their shareholders.
VMC's principal marketing and distribution expenses are for advertising,
promotional materials, and marketing personnel. Other marketing and distribution
activities that VMC undertakes on behalf of the funds may include, but are not
limited to:
- Conducting or publishing Vanguard-generated research and analysis concerning
the funds, other investments, the financial markets, or the economy;
- Providing views, opinions, advice, or commentary concerning the funds, other
investments, the financial markets, or the economy;
- Providing analytical, statistical, performance, or other information
concerning the funds, other investments, the financial markets, or the economy;
- Providing administrative services in connection with investments in the funds
or other investments, including, but not limited to, shareholder services,
recordkeeping services, and educational services;
- Providing products or services that assist investors or financial service
providers (as defined below) in the investment decision-making process;
- Providing promotional discounts, commission-free trading, fee waivers, and
other benefits to clients of Vanguard Brokerage Services/(R)/ who maintain
qualifying investments in the funds; and
- Sponsoring, jointly sponsoring, financially supporting, or participating in
conferences, programs, seminars, presentations, meetings, or other events
involving fund shareholders, financial service providers, or others concerning
the funds, other investments, the financial markets, or the economy, such as
industry conferences, prospecting trips, due diligence visits, training or
education meetings, and sales presentations.
VMC performs most marketing and distribution activities itself. Some activities
may be conducted by third parties pursuant to shared marketing arrangements
under which VMC agrees to share the costs and performance of marketing and
distribution activities in concert with a financial service provider. Financial
service providers include, but are not limited to, investment advisors,
broker-dealers, financial planners, financial consultants, banks, and insurance
companies. Under these cost- and performance-sharing arrangements, VMC may pay
or reimburse a financial service provider (or a third party it retains) for
marketing and distribution activities that VMC would otherwise perform. VMC's
cost- and performance-sharing arrangements may be established in connection with
Vanguard investment products or services offered or provided to or through the
financial service providers. VMC's arrangements for shared marketing and
distribution activities may vary among financial service providers, and its
payments or reimbursements to financial service providers in connection with
shared marketing and distribution activities may be significant. VMC does not
participate in the offshore arrangement Vanguard has established for qualifying
Vanguard funds to be distributed in certain foreign countries on a
private-placement basis to government-sponsored and other institutional
investors through a third-party "asesor de inversiones" (investment advisor),
which includes incentive-based remuneration.
In connection with its marketing and distribution activities, VMC may give
financial service providers (or their representatives): (1) promotional items of
nominal value that display Vanguard's logo, such as golf balls, shirts, towels,
pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and
are not preconditioned on achievement of a sales target; (3) an occasional meal,
a ticket to a sporting event or the theater, or comparable entertainment that is
neither so
B-22
frequent nor so extensive as to raise any question of propriety and is not
preconditioned on achievement of a sales target; and (4) reasonable travel and
lodging accommodations to facilitate participation in marketing and distribution
activities.
VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or
account-based fees to financial service providers in connection with its
marketing and distribution activities for the Vanguard funds. VMC policy also
prohibits marketing and distribution activities that are intended, designed, or
likely to compromise suitability determinations by, or the fulfillment of any
fiduciary duties or other obligations that apply to, financial service
providers. Nonetheless, VMC's marketing and distribution activities are
primarily intended to result in the sale of the funds' shares, and as such its
activities, including shared marketing and distribution activities, may
influence participating financial service providers (or their representatives)
to recommend, promote, include, or invest in a Vanguard fund or share class. In
addition, Vanguard or any of its subsidiaries may retain a financial service
provider to provide consulting or other services, and that financial service
provider also may provide services to investors. Investors should consider the
possibility that any of these activities or relationships may influence a
financial service provider's (or its representatives') decision to recommend,
promote, include, or invest in a Vanguard fund or share class. Each financial
service provider should consider its suitability determinations, fiduciary
duties, and other legal obligations (or those of its representatives) in
connection with any decision to consider, recommend, promote, include, or invest
in a Vanguard fund or share class.
The following table describes the expenses of Vanguard and VMC that are shared
by the funds on an at-cost basis under the terms of two SEC exemptive orders.
Amounts captioned "Management and Administrative Expenses" include a fund's
allocated share of expenses associated with the management, administrative, and
transfer agency services Vanguard provides to the funds. Amounts captioned
"Marketing and Distribution Expenses" include a fund's allocated share of
expenses associated with the marketing and distribution activities that VMC
conducts on behalf of the Vanguard funds.
As is the case with all mutual funds, transaction costs incurred by the Funds
for buying and selling securities are not reflected in the table. Annual Shared
Fund Operating Expenses are based on expenses incurred in the fiscal years ended
October 31, 2005, 2006, and 2007, and are presented as a percentage of each
Fund's average month-end net assets. Vanguard Total World Stock Index Fund did
not commence operations until June 17, 2008, therefore no information is
presented for that Fund.
ANNUAL SHARED FUND OPERATING EXPENSES
(SHARED EXPENSES DEDUCTED FROM FUND ASSETS)
-------------------------------------------
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED
10/31/2005 10/31/2006 10/31/2007
FUND
---- ---------- ---------- ----------
EUROPEAN STOCK INDEX FUND
Management and
Administrative Expenses: 0.20% 0.19% 0.14%
Marketing and
Distribution Expenses: 0.02 0.02 0.02
PACIFIC STOCK INDEX FUND
Management and
Administrative Expenses: 0.23% 0.19% 0.14%
Marketing and
Distribution Expenses: 0.02 0.02 0.02
EMERGING MARKETS STOCK INDEX FUND
Management and
Administrative Expenses: 0.25% 0.25% 0.20%
Marketing and
Distribution Expenses: 0.02 0.02 0.02
FTSE ALL-WORLD EX-US INDEX FUND/ 1/
Management and
Administrative Expenses: -- -- 0.10%
Marketing and Distribution Expenses: -- -- 0.01
|
1 The inception date for Vanguard FTSE All-World ex-US Index Fund was March 2,
2007.
OFFICERS AND TRUSTEES
Each Fund is governed by the board of trustees to the Trust and a single set of
officers. The officers manage the day-to-day operations of the Funds under the
direction of the Funds' board of trustees. The trustees set broad policies for
the Funds; select investment advisors; monitor fund operations, performance, and
costs; nominate and select new trustees; and elect fund officers. Each trustee
serves a Fund until its termination; until the trustee's retirement,
resignation, or death; or as otherwise specified in the Trust's organizational
documents. Any trustee may be removed at a meeting of
B-23
shareholders by a vote representing two-thirds of the total net asset value of
all shares of the Funds. Each trustee also serves as a director of Vanguard.
The following chart shows information for each trustee and executive officer of
the Funds. The mailing address of the trustees and officers is P.O. Box 876,
Valley Forge, PA 19482.
VANGUARD PRINCIPAL OCCUPATION(S) AND
POSITION(S) FUNDS' TRUSTEE/ OUTSIDE DIRECTORSHIPS NUMBER OF VANGUARD FUNDS
NAME, YEAR OF BIRTH HELD WITH FUNDS OFFICER SINCE DURING THE PAST FIVE YEARS OVERSEEN BY TRUSTEE/OFFICER
------------------- --------------- -------------- -------------------------- ---------------------------
INTERESTED TRUSTEE
John J. Brennan/1/ Chairman of the May 1987 Chairman of the Board, Chief Executive 156
(1954) Board, Chief Officer, and Director(Trustee)of Vanguard,
Executive Officer, and of each of the investment companies
and Trustee served by Vanguard; Director of VMC.
----------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
Charles D. Ellis Trustee January 2001 Applecore Partners (pro bono ventures in 156
(1937) education); Senior Advisor to Greenwich
Associates (international business strategy
consulting); Successor Trustee of Yale
University; Overseer of the Stern School of
Business at New York University; Trustee of
the Whitehead Institute for Biomedical
Research.
Emerson U. Fullwood Trustee January 2008 Executive Chief Staff and Marketing Officer 156
(1948) for North America since 2004 and Corporate
Vice President of Xerox Corporation
(photocopiers and printers); Director of
SPX Corporation (multi-industry
manufacturing), of the United Way of Rochester
and of the Boy Scouts of America.
Rajiv L. Gupta Trustee December 2001 Chairman, President, and Chief Executive 156
(1945) Officer of Rohm and Haas Co. (chemicals);
Board Member of American Chemistry Council;
Director of Tyco International, Ltd.
(diversified manufacturing and services)
since 2005.
Amy Gutmann Trustee June 2006 President of the University of Pennsylvania 156
(1949) since 2004; Professor in the School of
Arts and Sciences,Annenberg School for
Communication, and GraduateSchool of
Education of the University of Pennsylvania
since 2004; Provost (2001-2004) and
Laurance S.Rockefeller Professor of
Politics and the University
Center for Human Values (1990-2004),
Princeton University; Director of Carnegie
Corporation of New York since 2005, and of
Schuylkill River Development
Corporation and Greater
Philadelphia Chamber of Commerce since
2004; Trustee of the National
Constitution Center since 2007.
1 Officers of the Funds are "interested persons" as defined in the 1940 Act.
|
B-24
VANGUARD PRINCIPAL OCCUPATION(S) AND
POSITION(S) FUNDS' TRUSTEE/ OUTSIDE DIRECTORSHIPS NUMBER OF VANGUARD FUNDS
NAME, YEAR OF BIRTH HELD WITH FUNDS OFFICER SINCE DURING THE PAST FIVE YEARS OVERSEEN BY TRUSTEE/OFFICER
------------------- --------------- -------------- -------------------------- ---------------------------
JoAnn Heffernan Heisen Trustee July 1998 Corporate Vice President and Chief Global 156
(1950) Diversity Officer since 2006, Vice
President and Chief Information Officer
(1997-2005), and Member of the
Executive Committee of Johnson & Johnson
(pharmaceuticals/consumer products);
Director of the University Medical Center
at Princeton and Women's Research and
Education Institute.
Andre F. Perold Trustee December 2004 George Gund Professor of Finance 156
(1952) and Banking, Harvard Business School;
Senior Associate Dean,Director of Faculty
Recruiting, Harvard Business School;
Director and Chairman of UNX, Inc.
(equities trading firm); Chair of the
Investment Committee of HighVista
Strategies LLC (private investment firm)
since 2005.
Alfred M. Rankin, Jr. Trustee January 1993 Chairman, President, Chief Executive 156
(1941) Officer, and Director of NACCO
Industries, Inc. (forklift trucks/
housewares/lignite); Director of Goodrich
Corporation (industrial products/aircraft
systems and services).
J. Lawrence Wilson Trustee April 1985 Retired Chairman and Chief Executive 156
(1936) Officer of Rohm and Haas Co. (chemicals);
Director of Cummins Inc.(diesel engines)
and AmerisourceBergen Corp.
(pharmaceutical distribution); Trustee of
Vanderbilt University and of Culver
Educational Foundation.
-----------------------------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS
Thomas J. Higgins/1/ Treasurer July 1998 Principal of Vanguard; Treasurer of each 156
(1957) of the investment companies served by
Vanguard.
F. William McNabb III/1/ President March 2008 President of Vanguard and of each of the 156
(1957) investment companies served by Vanguard,
since 2008; Director of VMC; Managing
Director of Vanguard(1995-2008).
Heidi Stam/1/ Secretary July 2005 Managing Director of Vanguard since 2006; 156
(1956) General Counsel of Vanguard since 2005;
Secretary of Vanguard and of each of the
investment companies served by Vanguard,
since 2005; Director and Senior Vice
President of VMC since 2005; Principal of
Vanguard (1997-2006).
1 Officers of the Funds are "interested persons" as defined in the 1940 Act.
|
Mr. Ellis is a Senior Advisor to Greenwich Associates, a firm that consults on
business strategy to professional financial services organizations in markets
around the world. A large number of financial service providers, including
Vanguard, subscribe to programs of research-based consulting. During calendar
years 2006 and 2007, Vanguard paid Greenwich subscription fees amounting to less
than $610,000. Vanguard's subscription rates are similar to those of other
subscribers.
Board Committees: The Trust's board has the following committees:
- Audit Committee: This committee oversees the accounting and financial
reporting policies, the systems of internal controls, and the independent
audits of each fund and Vanguard. All independent trustees serve as members of
the committee. The committee held two meetings during the Funds' last fiscal
year.
B-25
- Compensation Committee: This committee oversees the compensation programs
established by each fund and Vanguard for the benefit of their employees,
officers, and trustees/directors. All independent trustees serve as members of
the committee. The committee held six meetings during the Funds' last fiscal
year.
- Nominating Committee: This committee nominates candidates for election to
Vanguard's board of directors and the board of trustees of each fund
(collectively, the Vanguard boards). The committee also has the authority to
recommend the removal of any director or trustee from the Vanguard boards. All
independent trustees serve as members of the committee. The committee held six
meetings during the Funds' last fiscal year.
The Nominating Committee will consider shareholder recommendations for trustee
nominees. Shareholders may send recommendations to Mr. Rankin, Chairman of the
Committee.
TRUSTEE COMPENSATION
The same individuals serve as trustees of all Vanguard funds and each fund pays
a proportionate share of the trustees' compensation. The funds also employ their
officers on a shared basis; however, officers are compensated by Vanguard, not
the funds.
INDEPENDENT TRUSTEES. The funds compensate their independent trustees (i.e.,
the ones who are not also officers of the funds) in three ways:
- The independent trustees receive an annual fee for their service to the funds,
which is subject to reduction based on absences from scheduled board meetings.
- The independent trustees are reimbursed for the travel and other expenses that
they incur in attending board meetings.
- Upon retirement (after attaining age 65 and completing five years of service),
the independent trustees who began their service prior to January 1, 2001,
receive a retirement benefit under a separate account arrangement. As of
January 1, 2001, the opening balance of each eligible trustee's separate
account was generally equal to the net present value of the benefits he or she
had accrued under the trustees' former retirement plan. Each eligible trustee's
separate account will be credited annually with interest at a rate of 7.5%
until the trustee receives his or her final distribution. Those independent
trustees who began their service on or after January 1, 2001, are not eligible
to participate in the plan.
"INTERESTED" TRUSTEE. Mr. Brennan serves as a trustee, but is not paid in this
capacity. He is, however, paid in his role as an officer of Vanguard.
COMPENSATION TABLE. The following table provides compensation details for each
of the trustees. We list the amounts paid as compensation and accrued as
retirement benefits by the Funds for each trustee. In addition, the table shows
the total amount of benefits that we expect each trustee to receive from all
Vanguard funds upon retirement, and the total amount of compensation paid to
each trustee by all Vanguard funds. (Emerson Fullwood is not included in the
table because he did not serve as trustee as of December 31, 2007.)
B-26
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS
TRUSTEES' COMPENSATION TABLE
Pension or Retirement
Aggregate Benefits Accrued as Accrued Annual Total Compensation
Compensation from Part of these Retirement Benefit at from All Vanguard
Trustee these Funds/(1)/ Funds' Expenses/(1)/ January 1, 2007/(2)/ Funds Paid to Trustees/(3)/
---------- ------------------ --------------------- ---------------------- ------------------------
John J. Brennan -- -- -- --
Charles D. Ellis $6,956 -- -- $145,000
Rajiv L. Gupta 6,758 -- -- $145,000
Amy Gutmann 6,956 -- -- 145,000
JoAnn Heffernan Heisen 6,956 $145 $2,542 145,000
Andre F. Perold 6,956 -- -- 145,000
Alfred M. Rankin, Jr. 7,565 176 4,982 168,000
J. Lawrence Wilson 6,759 186 7,240 140,900
1 The amounts shown in this column are based on the Funds' fiscal year ended October 31, 2007. Each Fund within the Trust is
responsible for a proportionate share of these amounts.
2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service
as a trustee for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month
following the trustee's retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who
began their service on or after January 1, 2001, are not eligible to participate in the retirement benefit plan.
3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 152
Vanguard funds for the 2007 calendar year.
|
OWNERSHIP OF FUND SHARES
All trustees allocate their investments among the various Vanguard funds based
on their own investment needs. The following table shows each trustee's
ownership of shares of each Fund and of all Vanguard funds served by the trustee
as of December 31, 2007. Total World Stock Index Fund did not commence
operations until June 17, 2008.
DOLLAR RANGE OF FUND AGGREGATE DOLLAR RANGE OF
SHARES OWNED VANGUARD FUND SHARES
FUND TRUSTEE BY TRUSTEE OWNED BY TRUSTEE
---- ------- ---------- ----------------
EUROPEAN STOCK INDEX FUND John J. Brennan Over $100,000 Over $100,000
Charles D. Ellis -- Over $100,000
Emerson U. Fullwood/1/ -- Over $100,000
Rajiv L. Gupta -- Over $100,000
Amy Gutmann -- Over $100,000
JoAnn Heffernan Heisen -- Over $100,000
Andre F. Perold -- Over $100,000
Alfred M. Rankin, Jr. -- Over $100,000
J. Lawrence Wilson Over $100,000 Over $100,000
PACIFIC STOCK INDEX FUND John J. Brennan Over $100,000 Over $100,000
Charles D. Ellis Over $100,000 Over $100,000
Emerson U. Fullwood/1/ -- Over $100,000
Rajiv L. Gupta -- Over $100,000
Amy Gutmann -- Over $100,000
JoAnn Heffernan Heisen -- Over $100,000
Andre F. Perold -- Over $100,000
Alfred M. Rankin, Jr. -- Over $100,000
J. Lawrence Wilson -- Over $100,000
1 Mr. Fullwood became a member of the Funds' board effective January 2008.
|
B-27
DOLLAR RANGE OF FUND AGGREGATE DOLLAR RANGE OF
SHARES OWNED VANGUARD FUND SHARES
FUND TRUSTEE BY TRUSTEE OWNED BY TRUSTEE
---- ------- ---------- ----------------
EMERGING MARKETS STOCK INDEX FUND John J. Brennan Over $100,000 Over $100,000
Charles D. Ellis Over $100,000 Over $100,000
Emerson U. Fullwood/1/ -- Over $100,000
Rajiv L. Gupta -- Over $100,000
Amy Gutmann Over $100,000 Over $100,000
JoAnn Heffernan Heisen Over $100,000 Over $100,000
Andre F. Perold Over $100,000 Over $100,000
Alfred M. Rankin, Jr. -- Over $100,000
J. Lawrence Wilson Over $100,000 Over $100,000
FTSE ALL-WORLD EX-US INDEX FUND John J. Brennan -- Over $100,000
Charles D. Ellis -- Over $100,000
Emerson U. Fullwood/1/ -- Over $100,000
Rajiv L. Gupta -- Over $100,000
Amy Gutmann -- Over $100,000
JoAnn Heffernan Heisen -- Over $100,000
Andre F. Perold -- Over $100,000
Alfred M. Rankin, Jr. -- Over $100,000
J. Lawrence Wilson -- Over $100,000
1 Mr. Fullwood became a member of the Funds' board effective January 2008.
|
As of July 31, 2008, the trustees and executive officers of the funds owned, in
the aggregate, less than 1% of each class of each fund's outstanding shares.
As of July 31, 2008, those listed below owned of record 5% or more of each
class's outstanding shares:
Although the Funds do not have information concerning the beneficial ownership
of shares held in the names of Depository Trust Company (DTC) participants, as
of July 31, 2008, the name and percentage ownership of each DTC participant that
owned a record 5% or more of the outstanding ETF Shares of a Fund were as
follows:
B-28
PORTFOLIO HOLDINGS DISCLOSURE POLICIES AND PROCEDURES
INTRODUCTION
Vanguard and the Boards of Trustees of the Vanguard funds (Boards) have adopted
Portfolio Holdings Disclosure Policies and Procedures (Policies and Procedures)
to govern the disclosure of the portfolio holdings of each Vanguard fund.
Vanguard and the Boards considered each of the circumstances under which
Vanguard fund portfolio holdings may be disclosed to different categories of
persons under the Policies and Procedures. Vanguard and the Boards also
considered actual and potential material conflicts that could arise in such
circumstances between the interests of Vanguard fund shareholders, on the one
hand, and those of the fund's investment advisor, distributor, or any affiliated
person of the fund, its investment advisor, or its distributor, on the other.
After giving due consideration to such matters and after the exercise of their
fiduciary duties and reasonable business judgment, Vanguard and the Boards
determined that the Vanguard funds have a legitimate business purpose for
disclosing portfolio holdings to the persons described in each of the
circumstances set forth in the Policies and Procedures and that the Policies and
Procedures are reasonably designed to ensure that disclosure of portfolio
holdings and information about portfolio holdings is in the best interests of
fund shareholders and appropriately addresses the potential for material
conflicts of interest.
The Boards exercise continuing oversight of the disclosure of Vanguard fund
portfolio holdings by (1) overseeing the implementation and enforcement of the
Policies and Procedures, the Code of Ethics, and the Policies and Procedures
Designed to Prevent the Misuse of Inside Information (collectively, the
portfolio holdings governing policies) by the Chief Compliance Officer of
Vanguard and the Vanguard funds; (2) considering reports and recommendations by
the Chief Compliance Officer concerning any material compliance matters (as
defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment
Advisers Act of 1940) that may arise in connection with any portfolio holdings
governing policies; and (3) considering whether to approve or ratify any
amendment to any portfolio holdings governing policies. Vanguard and the Boards
reserve the right to amend the Policies and Procedures at any time and from time
to time without prior notice in their sole discretion. For purposes of the
Policies and Procedures, the term "portfolio holdings" means the equity and debt
securities (e.g., stocks and bonds) held by a Vanguard fund and does not mean
the cash investments, derivatives, and other investment positions (collectively,
other investment positions) held by the fund.
ONLINE DISCLOSURE OF TEN LARGEST STOCK HOLDINGS
Each of the Vanguard equity funds and Vanguard balanced funds generally will
seek to disclose the fund's ten largest stock portfolio holdings and the
percentages that each of these ten largest stock portfolio holdings represent of
the fund's total assets as of the most recent calendar-quarter-end (quarter-end
ten largest stock holdings) online at www.vanguard.com in the "Holdings" section
of the fund's Profile page, 15 calendar days after the end of the calendar
quarter. In addition, those funds generally will seek to disclose the fund's ten
largest stock portfolio holdings as of the most recent month-end (month-end ten
largest stock holdings, and together with quarter-end ten largest stock
holdings, ten largest stock holdings) online at www.vanguard.com in the
"Holdings" section of the fund's Profile page, 10 business days after the end of
the month. Online disclosure of the ten largest stock holdings is made to all
categories of persons, including individual investors, institutional investors,
intermediaries, third-party service providers, rating and ranking organizations,
affiliated persons of a Vanguard fund, and all other persons.
ONLINE DISCLOSURE OF COMPLETE PORTFOLIO HOLDINGS
Each of the Vanguard funds, excluding Vanguard money market funds and Vanguard
Market Neutral Fund, generally will seek to disclose the fund's complete
portfolio holdings (complete portfolio holdings) as of the most recent
calendar-quarter-end online at www.vanguard.com in the "Holdings" section of the
fund's Profile page, 30 calendar days after the end of the calendar quarter.
Vanguard Market Neutral Fund generally will seek to disclose the fund's complete
portfolio
B-29
holdings as of the most recent calendar-quarter-end online at
www.vanguard.com, in the "Holdings" section of the fund's Profile page, 60
calendar days after the end of the calendar quarter. Online disclosure of
complete portfolio
holdings is made to all categories of persons, including individual investors,
institutional investors, intermediaries, third-party service providers, rating
and ranking organizations, affiliated persons of a Vanguard fund, and all other
persons. Vanguard's Portfolio Review Department will review complete portfolio
holdings before online disclosure is made as described above and, after
consultation with a Vanguard fund's investment advisor, may withhold any portion
of the fund's complete portfolio holdings from online disclosure as described
above when deemed to be in the best interests of the fund.
DISCLOSURE OF COMPLETE PORTFOLIO HOLDINGS TO SERVICE PROVIDERS SUBJECT TO
CONFIDENTIALITY AND TRADING RESTRICTIONS
Vanguard, for legitimate business purposes, may disclose Vanguard fund complete
portfolio holdings at times it deems necessary and appropriate to rating and
ranking organizations, financial printers, proxy voting service providers,
pricing information vendors, third parties that deliver analytical, statistical,
or consulting services, and other third parties that provide services
(collectively, Service Providers) to Vanguard, Vanguard subsidiaries, and/or the
Vanguard funds. Disclosure of complete portfolio holdings to a Service Provider
is conditioned on the Service Provider being subject
to a written agreement imposing a duty of confidentiality, including a duty not
to trade on the basis of any material nonpublic information.
The frequency with which complete portfolio holdings may be disclosed to a
Service Provider, and the length of the lag, if any, between the date of the
information and the date on which the information is disclosed to the Service
Provider, is determined based on the facts and circumstances, including, without
limitation, the nature of the portfolio holdings information to be disclosed,
the risk of harm to the funds and their shareholders, and the legitimate
business purposes served by such disclosure. The frequency of disclosure to a
Service Provider varies and may be as frequent as daily, with no lag. Disclosure
of Vanguard fund complete portfolio holdings by Vanguard to a Service Provider
must be authorized by a Vanguard fund officer or a Principal in Vanguard's
Portfolio Review or Legal Department. Any disclosure of Vanguard fund complete
portfolio holdings to a Service Provider as described previously may also
include a list of the other investment positions that make up the fund, such as
cash investments and derivatives.
As of March 31, 2007, Vanguard fund complete portfolio holdings are disclosed
to the following Service Providers as part of ongoing arrangements that serve
legitimate business purposes: Abel/Noser Corporation, Advisor Software, Inc.,
Alcom Printing Group Inc., Apple Press, L.C., Broadridge Financial Solutions,
Inc., Brown Brothers Harriman & Co., FactSet Research Systems Inc.,
Intelligencer Printing Company, Investment Technology Group, Inc., Lipper, Inc.,
McMunn Associates Inc., Pitney Bowes Management Services, Reuters America Inc.,
R.R. Donnelley, Inc., State Street Bank and Trust Company, Triune Color
Corporation, and Tursack Printing Inc.
DISCLOSURE OF COMPLETE PORTFOLIO HOLDINGS TO VANGUARD AFFILIATES AND CERTAIN
FIDUCIARIES SUBJECT TO CONFIDENTIALITY AND TRADING RESTRICTIONS
Vanguard fund complete portfolio holdings may be disclosed between and among the
following persons (collectively, Affiliates and Fiduciaries) for legitimate
business purposes within the scope of their official duties and
responsibilities, subject to such persons' continuing legal duty of
confidentiality and legal duty not to trade on the basis of any material
nonpublic information, as such duties are imposed under the Code of Ethics, the
Policies and Procedures Designed to Prevent the Misuse of Inside Information, by
agreement, or under applicable laws, rules, and regulations: (1) persons who are
subject to the Code of Ethics or the Policies and Procedures Designed to Prevent
the Misuse of Inside Information; (2) an investment advisor, distributor,
administrator, transfer agent, or custodian to a Vanguard fund; (3) an
accounting firm, an auditing firm or outside legal counsel retained by Vanguard,
a Vanguard subsidiary, or a Vanguard fund; (4) an investment advisor to whom
complete portfolio holdings are disclosed for due diligence purposes when the
advisor is in merger or acquisition talks with a Vanguard fund's current
advisor; and (5) a newly hired investment advisor or sub-advisor to whom
complete portfolio holdings are disclosed prior to the time it commences its
duties.
The frequency with which complete portfolio holdings may be disclosed between
and among Affiliates and Fiduciaries, and the length of the lag, if any, between
the date of the information and the date on which the information is disclosed
between and among the Affiliates and Fiduciaries, is determined by such
Affiliates and Fiduciaries based on the facts and circumstances, including,
without limitation, the nature of the portfolio holdings information to be
disclosed, the risk of harm to the funds and their shareholders, and the
legitimate business purposes served by such disclosure. The frequency of
disclosure between and among Affiliates and Fiduciaries varies and may be as
frequent as
B-30
daily, with no lag. Any disclosure of Vanguard fund complete portfolio holdings
to any Affiliates and Fiduciaries as previously described above may also include
a list of the other investment positions that make up the fund, such as cash
investments and derivatives. Disclosure of Vanguard fund complete portfolio
holdings or other investment positions by Vanguard, Vanguard Marketing
Corporation, or a Vanguard fund to Affiliates and Fiduciaries must be authorized
by a Vanguard fund officer or a Principal of Vanguard.
As of March 31, 2007, Vanguard fund complete portfolio holdings are disclosed
to the following Affiliates and Fiduciaries as part of ongoing arrangements that
serve legitimate business purposes: Vanguard, and each investment advisor,
custodian, and independent registered public accounting firm identified in this
Statement of Additional Information.
DISCLOSURE OF PORTFOLIO HOLDINGS TO BROKER-DEALERS IN THE NORMAL COURSE OF
MANAGING A FUND'S ASSETS
An investment advisor, administrator, or custodian for a Vanguard fund may, for
legitimate business purposes within the scope of its official duties and
responsibilities, disclose portfolio holdings (whether partial portfolio
holdings or complete portfolio holdings) and other investment positions that
make up the fund to one or more broker-dealers during the course of, or in
connection with, normal day-to-day securities and derivatives transactions with
or through such broker-dealers subject to the broker-dealer's legal obligation
not to use or disclose material nonpublic information concerning the fund's
portfolio holdings, other investment positions, securities transactions, or
derivatives transactions without the consent of the fund or its agents. The
Vanguard funds have not given their consent to any such use or disclosure and no
person or agent of Vanguard is authorized to give such consent except as
approved in writing by the Boards of the Vanguard funds. Disclosure of portfolio
holdings or other investment positions by Vanguard to broker-dealers must be
authorized by a Vanguard fund officer or a Principal of Vanguard.
DISCLOSURE OF NON-MATERIAL INFORMATION
The Policies and Procedures permit Vanguard fund officers, Vanguard fund
portfolio managers, and other Vanguard representatives (collectively, Approved
Vanguard Representatives) to disclose any views, opinions, judgments, advice or
commentary, or any analytical, statistical, performance, or other information,
in connection with or relating to a Vanguard fund or its portfolio holdings
and/or other investment positions (collectively, commentary and analysis) or any
changes in the portfolio holdings of a Vanguard fund that occurred after the
most recent calendar-quarter end (recent portfolio changes) to any person if (1)
such disclosure serves a legitimate business purpose, (2) such disclosure does
not effectively result in the disclosure of the complete portfolio holdings of
any Vanguard fund (which can be disclosed only in accordance with the Policies
and Procedures), and (3) such information does not constitute material nonpublic
information. Disclosure of commentary and analysis or recent portfolio changes
by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund must be
authorized by a Vanguard fund officer or a Principal of Vanguard.
An Approved Vanguard Representative must make a good faith determination
whether the information constitutes material nonpublic information, which
involves an assessment of the particular facts and circumstances. Vanguard
believes that in most cases recent portfolio changes that involve a few or even
several securities in a diversified portfolio or commentary and analysis would
be immaterial and would not convey any advantage to a recipient in making an
investment decision concerning a Vanguard fund. Nonexclusive examples of
commentary and analysis about a Vanguard fund include (1) the allocation of the
fund's portfolio holdings and other investment positions among various asset
classes, sectors, industries, and countries; (2) the characteristics of the
stock and bond components of the fund's portfolio holdings and other investment
positions; (3) the attribution of fund returns by asset class, sector, industry,
and country; and (4) the volatility characteristics of the fund. An Approved
Vanguard Representative may in its sole discretion determine whether to deny any
request for information made by any person, and may do so for any reason or for
no reason. "Approved Vanguard Representatives" include, for purposes of the
Policies and Procedures, persons employed by or associated with Vanguard or a
subsidiary of Vanguard who have been authorized by Vanguard's Portfolio Review
Department to disclose recent portfolio changes and/or commentary and analysis
in accordance with the Policies and Procedures.
As of March 31, 2007, Vanguard non-material portfolio holdings information is
disclosed to KPMG, LLP, and R.V. Kuhns & Associates.
DISCLOSURE OF PORTFOLIO HOLDINGS IN ACCORDANCE WITH SEC EXEMPTIVE ORDERS
Vanguard's Fund Financial Services unit may disclose to the National Securities
Clearing Corporation (NSCC) the daily portfolio composition files (PCFs) that
identify a basket of specified securities which may overlap with the actual or
B-31
expected portfolio holdings of the Vanguard funds (ETF Funds) that offer a class
of shares known as Vanguard ETF Shares in accordance with the terms and
conditions of related exemptive orders (Vanguard ETF Exemptive Orders) issued by
the Securities and Exchange Commission (SEC), as described further below.
Unlike the conventional classes of shares issued by ETF Funds, the ETF Shares
are listed for trading on a national securities exchange. Each ETF Fund issues
ETF Shares in large blocks, known as "Creation Units." To purchase or redeem a
Creation Unit, an investor must be an "Authorized Participant" or it must do so
through a broker-dealer that is an Authorized Participant. An Authorized
Participant is a participant in the Depository Trust Company (DTC) that has
executed a Participant Agreement with Vanguard Marketing Corporation. Each ETF
Fund issues Creation Units in exchange for a "portfolio deposit" consisting of a
basket of specified securities (Deposit Securities) and a cash payment (the
Balancing Amount). Each ETF Fund also redeems Creation Units in kind; an
investor who tenders a Creation Unit will receive, as redemption proceeds, a
basket of specified securities together with a Balancing Amount.
In connection with the creation and redemption process, and in accordance with
the terms and conditions of the Vanguard ETF Exemptive Orders, Vanguard makes
available to the NSCC, for dissemination to NSCC participants on each business
day prior to the opening of trading on the exchange, a PCF containing a list of
the names and the required number of shares of each Deposit Security for each
ETF Fund. (The NSCC is a clearing agency registered with the SEC and affiliated
with DTC.) In addition, the exchange disseminates (1) continuously throughout
the trading day, through the facilities of the consolidated tape, the market
value of an ETF Share, and (2) every 15 seconds throughout the trading day,
separately from the consolidated tape, a calculation of the estimated NAV of an
ETF Share (which estimate is expected to be accurate to within a few basis
points). Comparing these two figures allows an investor to determine whether,
and to what extent, ETF Shares are selling at a premium or at a discount to NAV.
ETF Shares are listed on the exchange and traded in the secondary market in the
same manner as other equity securities. The price of ETF Shares trading on the
secondary market is based on a current bid/offer market.
As contemplated by the Vanguard ETF Exemptive Orders, Vanguard and the ETF
Funds expect that only institutional arbitrageurs and institutional investors
with large indexed portfolios will buy and sell ETF Shares in Creation
Unit-sized aggregations because Creation Units can be purchased only in exchange
for securities likely to cost millions of dollars. An exchange specialist, in
providing for a fair and orderly secondary market for ETF Shares, also may
purchase Creation Units for use in its market-making activities on the exchange.
Vanguard and the ETF Funds expect secondary market purchasers of ETF Shares will
include both institutional and retail investors. Vanguard and the ETF Funds
believe that arbitrageurs will purchase or redeem Creation Units to take
advantage of discrepancies between the ETF Shares' market price and the ETF
Shares' underlying NAV. Vanguard and the ETF Funds expect that this arbitrage
activity will provide a market "discipline" that will result in a close
correspondence between the price at which the ETF Shares trade and their NAV. In
other words, Vanguard and the ETF Funds do not expect the ETF Shares to trade at
a significant premium or discount to their NAV.
In addition to making PCFs available to the NSCC, as previously described,
Vanguard's Fund Financial Services unit may disclose the PCF for any ETF Fund to
any person, or online at www.vanguard.com to all categories of persons, if
(1) such disclosure serves a legitimate business purpose and (2) such disclosure
does not constitute material nonpublic information. Vanguard's Fund Financial
Services unit must make a good faith determination whether the PCF for any ETF
Fund constitutes material nonpublic information, which involves an assessment of
the particular facts and circumstances. Vanguard believes that in most cases the
PCF for any ETF Fund would be immaterial and would not convey any advantage to
the recipient in making an investment decision concerning the ETF Fund if
sufficient time has passed between the date of the PCF and the date on which the
PCF is disclosed. Vanguard's Fund Financial Services unit may in its sole
discretion determine whether to deny any request for the PCF for any ETF Fund
made by any person, and may do so for any reason or for no reason. Disclosure of
a PCF must be authorized by a Vanguard fund officer or a Principal in Vanguard's
Fund Financial Services unit.
DISCLOSURE OF PORTFOLIO HOLDINGS RELATED INFORMATION TO THE ISSUER OF A SECURITY
FOR LEGITIMATE BUSINESS PURPOSES
Vanguard, in its sole discretion, may disclose portfolio holdings information
concerning a security held by one or more Vanguard funds to the issuer of such
security if the issuer presents, to the satisfaction of Fund Financial Services,
convincing evidence that the issuer has a legitimate business purpose for such
information. Disclosure of this information to an issuer is conditioned on the
issuer being subject to a written agreement imposing a duty of confidentiality,
including a duty not to trade on the basis of any material nonpublic
information. The frequency with which
B-32
portfolio holdings information concerning a security may be disclosed to the
issuer of such security, and the length of the lag, if any, between the date of
the information and the date on which the information is disclosed to the
issuer, is determined based on the facts and circumstances, including, without
limitation, the nature of the portfolio holdings information to be disclosed,
the risk of harm to the funds and their shareholders, and the legitimate
business purposes served by such disclosure. The frequency of disclosure to an
issuer cannot be determined in advance of a specific request and will vary based
upon the particular facts and circumstances and the legitimate business
purposes, but in unusual situations could be as frequent as daily, with no lag.
Disclosure of portfolio holdings information concerning a security held by one
or more Vanguard funds to the issuer of such security must be authorized by a
Vanguard fund officer or a Principal in Vanguard's Portfolio Review or Legal
Department.
DISCLOSURE OF PORTFOLIO HOLDINGS AS REQUIRED BY APPLICABLE LAW
Vanguard fund portfolio holdings (whether partial portfolio holdings or complete
portfolio holdings) and other investment positions that make up a fund shall be
disclosed to any person as required by applicable laws, rules, and regulations.
Examples of such required disclosure include, but are not limited to, disclosure
of Vanguard fund portfolio holdings (1) in a filing or submission with the SEC
or another regulatory body, (2) in connection with seeking recovery on defaulted
bonds in a federal bankruptcy case, (3) in connection with a lawsuit, or (4) as
required by court order. Disclosure of portfolio holdings or other investment
positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund as
required by applicable laws, rules, and regulations must be authorized by a
Vanguard fund officer or a Principal
of Vanguard.
PROHIBITIONS ON DISCLOSURE OF PORTFOLIO HOLDINGS
No person is authorized to disclose Vanguard fund portfolio holdings or other
investment positions (whether online at www.vanguard.com, in writing, by fax, by
e-mail, orally, or by other means) except in accordance with the Policies and
Procedures. In addition, no person is authorized to make disclosure pursuant to
the Policies and Procedures if such disclosure is otherwise unlawful under the
antifraud provisions of the federal securities laws (as defined in Rule 38a-1
under the 1940 Act). Furthermore, Vanguard's management, in its sole discretion,
may determine not to disclose portfolio holdings or other investment positions
that make up a Vanguard fund to any person who would otherwise be eligible to
receive such information under the Policies and Procedures, or may determine to
make such disclosures publicly as provided by the Policies and Procedures.
PROHIBITIONS ON RECEIPT OF COMPENSATION OR OTHER CONSIDERATION
The Policies and Procedures prohibit a Vanguard fund, its investment advisor,
and any other person from paying or receiving any compensation or other
consideration of any type for the purpose of obtaining disclosure of Vanguard
fund portfolio holdings or other investment positions. "Consideration" includes
any agreement to maintain assets in the fund or in other investment companies or
accounts managed by the investment advisor or by any affiliated person of the
investment advisor.
INVESTMENT ADVISORY SERVICES
The Funds receive all investment advisory services from Vanguard, through its
Quantitative Equity Group. These services are provided on an at-cost basis from
an experienced advisory staff employed directly by Vanguard. The compensation
and other expenses of the advisory staff are allocated among the funds utilizing
these services.
Vanguard Total World Stock Index Fund did not commence operations until June
17, 2008. During the fiscal years ended October 31, 2005, 2006, and 2007, the
Funds incurred expenses for investment advisory services of approximately the
following amounts:
FUND 10/31/2005 10/31/2006 10/31/2007
---- ---------- ---------- ----------
Vanguard European Stock Index Fund $189,000 $221,000 $757,000
Vanguard Pacific Stock Index Fund 171,000 136,000 401,000
Vanguard Emerging Markets Stock Index Fund 168,000 126,000 408,000
Vanguard FTSE All-World ex-US Index Fund -- -- 12,000
|
B-33
OTHER ACCOUNTS MANAGED
Duane F. Kelly manages the European Stock Index Fund, Emerging Markets Stock
Index Fund, and the FTSE All-World ex-US Index Fund which, as of October 31,
2007, collectively held assets of $65.2 billion. Mr. Kelly also co-manages the
Total World Stock Index Fund which commenced operations on June 17, 2008. As of
October 31, 2007, Mr. Kelly managed 14 other registered investment companies
with total assets of $34.3 billion and two other pooled investment vehicles
with total assets of $4.1 billion.
Ryan E. Ludt co-manages the Total World Stock Index Fund which commenced
operations on June 17, 2008. As of May 31, 2008, Mr. Ludt managed eight other
registered investment companies with total assets of $8.1 billion, and one
other pooled investment vehicle with total assets of $3.1 billion.
Michael Buek manages the Pacific Stock Index Fund which, as of October 31,
2007, held assets of $17.0 billion. As of October 31, 2007, Mr. Buek managed
six other registered investment companies with total assets of $162.4 billion
and six other pooled investment vehicles with total assets of $4.7 billion.
MATERIAL CONFLICTS OF INTEREST
At Vanguard, individual portfolio managers may manage multiple accounts for
multiple clients. In addition to mutual funds, these other accounts may include
separate accounts, collective trusts, or offshore funds. Managing multiple funds
and accounts may give rise to potential conflicts of interest, including, for
example, conflicts among investment strategies and conflicts in the allocation
of investment opportunities. Vanguard manages potential conflicts between funds
or with other types of accounts through allocation policies and procedures,
internal review processes, and oversight by directors and independent third
parties. Vanguard has developed trade allocation procedures and controls to
ensure that no one client, regardless of type, is intentionally favored at the
expense of another. Allocation policies are designed to address potential
conflicts in situations where two or more funds or accounts participate in
investment decisions involving the same securities.
DESCRIPTION OF COMPENSATION
Each Fund's portfolio manager is a Vanguard employee. This section describes the
compensation of the Vanguard employees who manage Vanguard mutual funds. As of
October 31, 2007, a Vanguard portfolio manager's compensation generally consists
of base salary, bonus, and payments under Vanguard's long-term incentive
compensation program. In addition, portfolio managers are eligible for the
standard retirement benefits and health and welfare benefits available to all
Vanguard employees. Also, certain portfolio managers may be eligible for
additional retirement benefits under several supplemental retirement plans that
Vanguard adopted in the 1980's to restore dollar-for-dollar the benefits of
management employees that had been cut back solely as a result of tax law
changes. These plans are structured to provide the same retirement benefits as
the standard retirement benefits.
In the case of portfolio managers responsible for managing multiple Vanguard
funds or accounts, the method used to determine their compensation is the same
for all funds and investment accounts.
A portfolio manager's base salary is determined by the manager's experience and
performance in the role, taking into account the ongoing compensation benchmark
analyses performed by the Vanguard Human Resources Department. A portfolio
manager's base salary is generally a fixed amount that may change as a result of
an annual review, upon assumption of new duties, or when a market adjustment of
the position occurs.
A portfolio manager's bonus is determined by a number of factors. One factor is
gross, pre-tax performance of the fund relative to expectations for how the fund
should have performed, given its objective, policies, strategies, and
limitations, and the market environment during the measurement period. This
performance factor is not based on the value of assets held in the fund's
portfolio. For each Fund, the performance factor depends on how closely the
portfolio manager tracks the fund's benchmark index over a one-year period. For
the European Stock Index Fund, Pacific Stock Index Fund, Emerging Markets Stock
Index Fund, FTSE All-World ex-US Index Fund, and the Total World Stock Index
Fund, the benchmark indexes are the Morgan Stanley Capital International/(R)/
(MSCI/(R)/) Europe Index, MSCI Pacific Index, MSCI Emerging Markets Stock Index,
FTSE All-World ex US Index, and FTSE All-World Index, respectively. Additional
factors include the portfolio manager's contributions to the investment
management functions within the sub-asset class, contributions to the
development of other investment professionals and supporting staff, and overall
contributions to strategic planning and decisions for the investment group. The
target bonus is expressed as a percentage of base salary. The actual bonus paid
may be more or less than the target bonus, based on how well the manager
satisfies the objectives stated above. The bonus is paid on an annual basis.
B-34
Under the long-term incentive compensation program, all full-time employees
receive a payment from Vanguard's long term incentive compensation plan based on
their years of service, job level and, if applicable, management
responsibilities. Each year, Vanguard's independent directors determine the
amount of the long term incentive compensation award for that year based on the
investment performance of the Vanguard funds relative to competitors and
Vanguard's operating efficiencies in providing services to the Vanguard funds.
OWNERSHIP OF SECURITIES
Vanguard employees, including portfolio managers, allocate their investments
among the various Vanguard funds based on their own individual investment needs
and goals. Vanguard employees as a group invest a sizeable portion of their
personal assets in Vanguard funds. As of October 31, 2007, Vanguard employees
collectively invested more than $2.2 billion in Vanguard funds. John J. Brennan,
Chairman and Chief Executive Officer of Vanguard and the Vanguard funds, and
George U. Sauter, Managing Director and Chief Investment Officer, invest
substantially all of their personal financial assets in Vanguard funds.
As of October 31, 2007, Mr. Kelly owned no shares of the European Stock Index
Fund and the FTSE All-World ex-US Index Fund and owned shares of the Emerging
Markets Stock Index Fund within the $10,001-$50,000 range. As of October 31,
2007, Mr. Buek owned shares of the Pacific Stock Index Fund within the
$100,001-$500,000 range.
DURATION AND TERMINATION OF INVESTMENT ADVISORY AGREEMENT
The Fourth Amended and Restated Funds' Service Agreement, which governs the
at-cost investment advisory services provided to the Funds, will continue in
full force and effect until terminated or amended by mutual agreement of the
Funds and Vanguard.
PORTFOLIO TRANSACTIONS
The advisor decides which securities to buy and sell on behalf of a Fund and
then selects the brokers or dealers that will execute the trades on an agency
basis or the dealers with whom the trades will be effected on a principal basis.
For each trade, the advisor must select a broker-dealer that it believes will
provide "best execution." Best execution does not necessarily mean paying the
lowest spread or commission rate available. In seeking best execution, the SEC
has said that an advisor should consider the full range of a broker-dealer's
services. The factors considered by the advisor in seeking best execution
include, but are not limited to, the broker-dealer's execution capability,
clearance and settlement services, commission rate, trading expertise,
willingness and ability to commit capital, ability to provide anonymity,
financial responsibility, reputation and integrity, responsiveness, access to
underwritten offerings and secondary markets, and access to company management,
as well as the value of any research provided by the broker-dealer. In assessing
which broker-dealer can provide best execution for a particular trade, the
advisor also may consider the timing and size of the order and available
liquidity and current market conditions. Subject to applicable legal
requirements, the advisor may select a broker based partly on brokerage or
research services provided to the advisor and its clients, including the Funds.
The advisor may cause a Fund to pay a higher commission than other brokers would
charge if the advisor determines in good faith that the amount of the commission
is reasonable in relation to the value of services provided. A advisor also may
receive brokerage or research services from broker-dealers that are provided at
no charge in recognition of the volume of trades directed to the broker. To the
extent research services or products may be a factor in selecting brokers,
services and products may include written research reports analyzing performance
or securities, discussions with research analysts, meetings with corporate
executives to obtain oral reports on company performance, market data, and other
products and services that will assist the advisor in its investment
decision-making process. The research services provided by brokers through which
a Fund effects securities transactions may be used by the advisor in servicing
all of its accounts, and some of the services may not be used by the advisor in
connection with a Fund.
As of October 31, 2007, each Fund held securities of its "regular brokers or
dealers," as that term is defined in Rule 10b-1 of the 1940 Act, as follows:
FUND REGULAR BROKER OR DEALER (OR PARENT) AGGREGATE HOLDINGS
---- ----------------------------------- ------------------
Vanguard European
Stock Index Fund Credit Suisse Securities (USA) LLC $278,110,000
Vanguard Pacific Stock
Index Fund -- --
Vanguard Emerging
Markets Stock Index Fund -- --
Vanguard FTSE
All-World ex-US Index
Fund Credit Suisse Securities (USA) LLC 5,532,000
|
B-35
During the fiscal years ended October 31, 2005, 2006, and 2007, the Funds paid
the following amounts in brokerage commissions:
FUND 2005 2006 2007
---- ---- ---- ----
European Stock Index $8,840,000 $11,056,000 $5,376,000
Pacific Stock Index 718,000 1,141,000 919,000
Emerging Markets Stock Index 3,649,000 11,797,000 8,499,000
FTSE All-World ex-US Index/1/ -- -- 485,000
1 Vanguard FTSE All-World ex-US Index Fund did not commence operations until
March 2, 2007
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PROXY VOTING GUIDELINES
The Board of Trustees (the Board) of each Vanguard fund that invests in stocks
has adopted proxy voting procedures and guidelines to govern proxy voting by the
fund. The Board has delegated oversight of proxy voting to the Proxy Oversight
Committee (the Committee), made up of senior officers of Vanguard, a majority of
whom are also officers of each Vanguard fund, and subject to the operating
procedures and guidelines described below. The Committee reports directly to the
Board. Vanguard is subject to these guidelines to the extent the guidelines call
for Vanguard to administer the voting process and implement the resulting voting
decisions, and for these purposes have been approved by the Board of Directors
of Vanguard.
The overarching objective in voting is simple: to support proposals and
director nominees that maximize the value of a fund's investments--and those of
fund shareholders--over the long term. While the goal is simple, the proposals
the funds receive are varied and frequently complex. As such, the guidelines
adopted by the Board provide a rigorous framework for assessing each proposal.
Under the guidelines, each proposal must be evaluated on its merits, based on
the particular facts and circumstances as presented.
For ease of reference, the procedures and guidelines often refer to all funds.
However, our processes and practices seek to ensure that proxy voting decisions
are suitable for individual funds. For most proxy proposals, particularly those
involving corporate governance, the evaluation will result in the same position
being taken across all of the funds and the funds voting as a block. In some
cases, however, a fund may vote differently, depending upon the nature and
objective of the fund, the composition of its portfolio, and other factors.
The guidelines do not permit the Board to delegate voting responsibility to a
third party that does not serve as a fiduciary for the funds. Because many
factors bear on each decision, the guidelines incorporate factors the Committee
should consider in each voting decision. A fund may refrain from voting if that
would be in the fund's and its shareholders' best interests. These circumstances
may arise, for example, when the expected cost of voting exceeds the expected
benefits of voting, or exercising the vote results in the imposition of trading
or other restrictions.
In evaluating proxy proposals, we consider information from many sources,
including but not limited to the investment advisor for the fund, management or
shareholders of a company presenting a proposal, and independent proxy research
services. We will give substantial weight to the recommendations of the
company's board, absent guidelines or other specific facts that would support a
vote against management. In all cases, however, the ultimate decision rests with
the members of the Proxy Oversight Committee, who are accountable to the fund's
Board.
While serving as a framework, the following guidelines cannot contemplate all
possible proposals with which a fund may be presented. In the absence of a
specific guideline for a particular proposal (e.g., in the case of a
transactional issue or contested proxy), the Committee will evaluate the issue
and cast the fund's vote in a manner that, in the Committee's view, will
maximize the value of the fund's investment, subject to the individual
circumstances of the fund.
I. THE BOARD OF DIRECTORS
A. ELECTION OF DIRECTORS
Good governance starts with a majority-independent board, whose key committees
are made up entirely of independent directors. As such, companies should attest
to the independence of directors who serve on the Compensation,
B-36
Nominating, and Audit committees. In any instance in which a director is not
categorically independent, the basis for the independence determination should
be clearly explained in the proxy statement.
While the funds will generally support the board's nominees, the following
factors will be taken into account in determining each fund's vote:
FACTORS FOR APPROVAL FACTORS AGAINST APPROVAL
-------------------- ------------------------
Nominated slate results in board made Nominated slate results in board made up
up of a majority of independent directors. of a majority of non-independent directors.
All members of Audit,Nominating, and Compensation Audit, Nominating, and/or Compensation committees include non-
committees are independent of management. independent members.
Incumbent board member failed to attend at least 75% of meetings in the
previous year.
Actions of committee(s) on which nominee serves are inconsistent with
other guidelines (e.g., excessive option grants, substantial non-audit,
fees lack of board independence).
|
B. CONTESTED DIRECTOR ELECTIONS
In the case of contested board elections, we will evaluate the nominees'
qualifications, the performance of the incumbent board, as well as the rationale
behind the dissidents' campaign, to determine the outcome that we believe will
maximize shareholder value.
C. CLASSIFIED BOARDS
The funds will generally support proposals to declassify existing boards
(whether proposed by management or shareholders), and will block efforts by
companies to adopt classified board structures in which only part of the board
is elected each year.
II. APPROVAL OF INDEPENDENT AUDITORS
The relationship between the company and its auditors should be limited
primarily to the audit, although it may include certain closely related
activities that do not, in the aggregate, raise any appearance of impaired
independence. The funds will generally support management's recommendation for
the ratification of the auditor, except in instances in which audit and
audit-related fees make up less than 50% of the total fees paid by the company
to the audit firm. We will evaluate on a case-by-case basis instances in which
the audit firm has a substantial non-audit relationship with the company
(regardless of its size relative to the audit fee) to determine whether
independence has been compromised.
III. COMPENSATION ISSUES
A. STOCK-BASED COMPENSATION PLANS
Appropriately designed stock-based compensation plans, administered by an
independent committee of the board and approved by shareholders, can be an
effective way to align the interests of long-term shareholders with the
interests of management, employees, and directors. The funds oppose plans that
substantially dilute their ownership interest in the company, provide
participants with excessive awards, or have inherently objectionable structural
features.
An independent compensation committee should have significant latitude to
deliver varied compensation to motivate the company's employees. However, we
will evaluate compensation proposals in the context of several factors (a
company's industry, market capitalization, competitors for talent, etc.) to
determine whether a particular plan or proposal balances the perspectives of
employees and the company's other shareholders. We will evaluate each proposal
on a case-by-case basis, taking all material facts and circumstances into
account.
B-37
The following factors will be among those considered in evaluating these
proposals.
FACTORS FOR APPROVAL FACTORS AGAINST APPROVAL
-------------------- ------------------------
Company requires senior executives to Total potential dilution (including all stock-based plans) exceeds
hold a minimum amount of company stock 15% of shares outstanding.
(frequently expressed as a multiple of salary).
Company requires stock acquired through Annual option grants have exceeded 2% of shares outstanding.
option exercise to be held for a certain
period of time.
Compensation program includes Plan permits repricing or replacement of options without
performance-vesting awards, indexed shareholder approval.
options, or other performance-linked grants.
Concentration of option grants to Plan provides for the issuance of reload options.
senior executives is limited (indicating
that the plan is very broad-based).
Stock-based compensation is Plan contains automatic share replenishment (evergreen) feature.
clearly used as a substitute for cash in
delivering market-competitive total pay.
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B. BONUS PLANS
Bonus plans, which must be periodically submitted for shareholder approval to
qualify for deductibility under Section 162(m) of the IRC, should have clearly
defined performance criteria and maximum awards expressed in dollars. Bonus
plans with awards that are excessive, in both absolute terms and relative to a
comparative group, generally will not be supported.
C. EMPLOYEE STOCK PURCHASE PLANS
The funds will generally support the use of employee stock purchase plans to
increase company stock ownership by employees, provided that shares purchased
under the plan are acquired for no less than 85% of their market value and that
shares reserved under the plan amount to less than 5% of the outstanding shares.
D. EXECUTIVE SEVERANCE AGREEMENTS (GOLDEN PARACHUTES)
While executives' incentives for continued employment should be more significant
than severance benefits, there are instances--particularly in the event of a
change in control--in which severance arrangements may be appropriate. Severance
benefits triggered by a change in control that do not exceed three times an
executive's salary and bonus may generally be approved by the compensation
committee of the board without submission to shareholders. Any such arrangement
under which the beneficiary receives more than three times salary and bonus--or
where severance is guaranteed absent a change in control--should be submitted
for shareholder approval.
IV. CORPORATE STRUCTURE AND SHAREHOLDER RIGHTS
The exercise of shareholder rights, in proportion to economic ownership, is a
fundamental privilege of stock ownership that should not be unnecessarily
limited. Such limits may be placed on shareholders' ability to act by corporate
charter or by-law provisions, or by the adoption of certain takeover provisions.
In general, the market for corporate control should be allowed to function
without undue interference from these artificial barriers.
The funds' positions on a number of the most commonly presented issues in this
area are as follows:
A. SHAREHOLDER RIGHTS PLANS (POISON PILLS)
A company's adoption of a so-called poison pill effectively limits a potential
acquirer's ability to buy a controlling interest without the approval of the
target's board of directors. Such a plan, in conjunction with other takeover
defenses, may serve to entrench incumbent management and directors. However, in
other cases, a poison pill may force a suitor to negotiate with the board and
result in the payment of a higher acquisition premium.
B-38
In general, shareholders should be afforded the opportunity to approve
shareholder rights plans within a year of their adoption. This provides the
board with the ability to put a poison pill in place for legitimate defensive
purposes, subject to subsequent approval by shareholders. In evaluating the
approval of proposed shareholder rights plans, we will consider the following
factors:
FACTORS FOR APPROVAL FACTORS AGAINST APPROVAL
-------------------- -----------------------------
Plan is relatively short-term (3-5 years). Plan is long term (>5 years).
Plan requires shareholder approval for renewal. Renewal of plan is automatic or does not require shareholder approval.
Plan incorporates review by a committee Ownership trigger is less than 15%.
of independent directors at least every three years
(so-called TIDE provisions).
Plan includes permitted Classified board.
bid/qualified offer feature (chewable
pill) that mandatesn shareholder vote in
certain situations.
Ownership trigger is reasonable (15-20%). Board with limited independence.
Highly independent,non-classified board.
|
B. CUMULATIVE VOTING
The funds are generally opposed to cumulative voting under the premise that it
allows shareholders a voice in director elections that is disproportionate to
their economic investment in the corporation.
C. SUPERMAJORITY VOTE REQUIREMENTS
The funds support shareholders' ability to approve or reject matters presented
for a vote based on a simple majority. Accordingly, the funds will support
proposals to remove supermajority requirements and oppose proposals to
impose them.
D. RIGHT TO CALL MEETINGS AND ACT BY WRITTEN CONSENT
The funds support shareholders' right to call special meetings of the board (for
good cause and with ample representation) and to act by written consent. The
funds will generally vote for proposals to grant these rights to shareholders
and against proposals to abridge them.
E. CONFIDENTIAL VOTING
The integrity of the voting process is enhanced substantially when shareholders
(both institutions and individuals) can vote without fear of coercion or
retribution based on their votes. As such, the funds support proposals to
provide confidential voting.
F. DUAL CLASSES OF STOCK
We are opposed to dual class capitalization structures that provide disparate
voting rights to different groups of shareholders with similar economic
investments. We will oppose the creation of separate classes with different
voting rights and will support the dissolution of such classes.
V. CORPORATE AND SOCIAL POLICY ISSUES
Proposals in this category, initiated primarily by shareholders, typically
request that the company disclose or amend certain business practices. The Board
generally believes that these are "ordinary business matters" that are primarily
the responsibility of management and should be evaluated and approved solely by
the corporation's board of directors. Often, proposals may address concerns with
which the Board philosophically agrees, but absent a compelling economic impact
on shareholder value (e.g., proposals to require expensing of stock options),
the funds will typically abstain from voting on these proposals. This reflects
the belief that regardless of our philosophical perspective on the issue, these
decisions should be the province of company management unless they have a
significant, tangible impact on the value of a fund's investment and management
is not responsive to the matter.
VI. VOTING IN FOREIGN MARKETS
Corporate governance standards, disclosure requirements, and voting mechanics
vary greatly among the markets outside the United States in which the funds may
invest. Each fund's votes will be used, where applicable, to advocate
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for improvements in governance and disclosure by each fund's portfolio
companies. We will evaluate issues presented to shareholders for each fund's
foreign holdings in the context with the guidelines described above, as well as
local market standards and best practices. The funds will cast their votes in a
manner believed to be philosophically consistent with these guidelines, while
taking into account differing practices by market. In addition, there may be
instances in which the funds elect not to vote, as described below.
Many foreign markets require that securities be "blocked" or reregistered to
vote at a company's meeting. Absent an issue of compelling economic importance,
we will generally not subject the fund to the loss of liquidity imposed by these
requirements.
The costs of voting (e.g., custodian fees, vote agency fees) in foreign markets
may be substantially higher than for U.S. holdings. As such, the fund may limit
its voting on foreign holdings in instances where the issues presented are
unlikely to have a material impact on shareholder value.
VII. VOTING ON A FUND'S HOLDINGS OF OTHER VANGUARD FUNDS
Certain Vanguard funds (owner funds) may, from time to time, own shares of other
Vanguard funds (underlying funds). If an underlying fund submits a matter to a
vote of its shareholders, votes for and against such matters on behalf of the
owner funds will be cast in the same proportion as the votes of the other
shareholders in the underlying fund.
VIII. THE PROXY VOTING GROUP
The Board has delegated the day-to-day operations of the funds' proxy voting
process to the Proxy Voting Group, which the Committee oversees. While most
votes will be determined, subject to the individual circumstances of each fund,
by reference to the guidelines as separately adopted by each of the funds, there
may be circumstances when the Proxy Voting Group will refer proxy issues to the
Committee for consideration. In addition, at any time, the Board has the
authority to vote proxies, when, in the Board's or the Committee's discretion,
such action is warranted.
The Proxy Voting Group performs the following functions: (1) managing proxy
voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals
using factors described in the guidelines; (4) determining and addressing
potential or actual conflicts of interest that may be presented by a particular
proxy; and (5) voting proxies. The Proxy Voting Group also prepares periodic and
special reports to the Board, and any proposed amendments to the procedures and
guidelines.
IX. THE PROXY OVERSIGHT COMMITTEE
The Board, including a majority of the independent trustees, appoints the
members of the Committee who are senior officers of Vanguard, a majority of whom
are also officers of each Vanguard fund.
The Committee does not include anyone whose primary duties include external
client relationship management or sales. This clear separation between the proxy
voting and client relationship functions is intended to eliminate any potential
conflict of interest in the proxy voting process. In the unlikely event that a
member of the Committee believes he or she might have a conflict of interest
regarding a proxy vote, that member must recuse him or herself from the
committee meeting at which the matter is addressed, and not participate in the
voting decision.
The Committee works with the Proxy Voting Group to provide reports and other
guidance to the Board regarding proxy voting by the funds. The Committee has an
obligation to conduct its meetings and exercise its decision-making authority
subject to the fiduciary standards of good faith, fairness, and Vanguard's Code
of Ethics. The Committee shall authorize proxy votes that the Committee
determines, in its sole discretion, to be in the best interests of each fund's
shareholders. In determining how to apply the guidelines to a particular factual
situation, the Committee may not take into account any interest that would
conflict with the interest of fund shareholders in maximizing the value of their
investments.
The Board may review these procedures and guidelines and modify them from time
to time. The procedures and guidelines are available on Vanguard's website at
www.vanguard.com.
You may obtain a free copy of a report that details how the funds voted the
proxies relating to the portfolio securities held by the funds for the prior
12-month period ended June 30 by logging on to Vanguard's internet site, at
www.vanguard.com, or the SEC's website at www.sec.gov.
B-40
INFORMATION ABOUT THE ETF SHARE CLASS
Each Fund offers and issues an exchange-traded class of shares called ETF
Shares. Each Fund issues ETF Shares in large blocks, known as "Creation Units."
To purchase or redeem a Creation Unit, you must be an Authorized Participant or
you must do so through a broker that is an Authorized Participant. An Authorized
Participant is a participant in the Depository Trust Company (DTC) that has
executed a Participant Agreement with Vanguard Marketing Corporation, the Funds'
Distributor.
Each ETF Fund issues Creation Units in kind, in exchange for a basket of
portfolio securities (Deposit Securities). Each ETF Fund also redeems Creation
Units in kind; an investor who tenders a Creation Unit will receive an in-kind
redemption of portfolio securities (Redemption Securities). The Deposit
Securities and the Redemption Securities will usually, but may not always, be
the same. The Deposit Securities and Redemption Securities may include American
Depository Receipts (ADRs). As part of any creation or redemption transaction,
the investor will either pay or receive some cash in addition to the securities,
as described more fully below. Each ETF Fund reserves the right to issue
Creation Units for cash, rather than in kind. As of the date of this Statement
of Additional Information, cash purchases and redemptions will be required for
securities traded in Brazil, Chile, India, Malaysia, Peru, South Korea, and
Taiwan.
EXCHANGE LISTING AND TRADING
The ETF Shares have been approved for listing on a national securities exchange
and will trade on the exchange at market prices that may differ from net asset
value. There can be no assurance that, in the future, ETF Shares will continue
to meet all of the exchange's listing requirements. The exchange may, but is not
required to, delist a Fund's ETF Shares from listing if: (1) following the
initial 12-month period beginning upon the commencement of trading, there are
fewer than 50 beneficial owners of the ETF Shares for 30 or more consecutive
trading days; (2) the value of the target index tracked by the Fund is no longer
calculated or available; or (3) such other event shall occur or condition exist
that, in the opinion of the exchange, makes further dealings on the exchange
inadvisable. The exchange will also delist a Fund's ETF Shares upon termination
of the ETF Share class.
As with any stock traded on an exchange, purchases and sales of ETF Shares will
be subject to usual and customary brokerage commissions.
The exchange disseminates through the facilities of the Consolidated Tape
Association an updated "indicative optimized portfolio value" (IOPV) for each
Fund as calculated by an information provider. The Funds are not involved with
or responsible for the calculation or dissemination of the IOPVs, and they make
no warranty as to the accuracy of the IOPVs. An IOPV for each Fund's ETF Shares
is disseminated every 15 seconds during regular exchange trading hours. An IOPV
has an equity securities value component and a cash component. The equity
securities values included in an IOPV are based on the real time market prices
of the Deposit Securities for a Fund's ETF Shares. The IOPV is designed as an
estimate of a Fund's net asset value at a particular point in time, but it is
only an estimate and it should not be viewed as the actual net asset value,
which is calculated once each day.
CONVERSIONS AND EXCHANGES
Owners of conventional shares issued by an ETF Fund (Investor, Admiral, or
Institutional Shares) may convert those shares into ETF Shares of equivalent
value of the same Fund. Please note that investors who own conventional shares
through a 401(k) plan or other employer-sponsored retirement or benefit plan may
not convert those shares into ETF Shares. Vanguard will impose a charge on
conversion transactions and reserves the right, in the future, to limit or
terminate the conversion privilege. ETF Shares, whether acquired through a
conversion or purchased on the secondary market, cannot be converted into shares
of another class of the same fund. Similarly, ETF Shares of one fund cannot be
exchanged for ETF Shares of another fund.
Investors that are not Authorized Participants must hold ETF Shares in a
brokerage account. Thus, before converting conventional shares into ETF Shares,
an investor must have an existing, or open a new, brokerage account. To initiate
a conversion of conventional shares into ETF Shares, an investor must contact
his or her broker. The broker may charge a fee, over and above Vanguard's fee,
to process a conversion request.
Converting conventional shares into ETF Shares generally is accomplished as
follows. First, after the broker notifies Vanguard of an investor's request to
convert, Vanguard will transfer conventional shares from the investor's account
with Vanguard to the broker's omnibus account with Vanguard (an account
maintained by the broker on behalf of all its
B-41
customers who hold conventional Vanguard fund shares through the broker). At
this point, Vanguard will no longer have any record of the investor; his or her
ownership of conventional shares and ETF Shares will be known only to his or her
broker. Next, the broker will instruct Vanguard to convert the appropriate
number or dollar amount of conventional shares in its omnibus account into ETF
Shares of equivalent value, based on the respective net asset values of the two
share classes. The Fund's transfer agent will reflect ownership of all ETF
Shares in the name of the DTC. The DTC will keep track of which ETF Shares
belong to the broker and the broker, in turn, will keep track of which ETF
Shares belong to its customers. Because the DTC is unable to handle fractional
shares, only whole shares will be converted. For example, if the investor owned
300.250 conventional shares, and this was equivalent in value to 90.750 ETF
Shares, the DTC account would receive 90 ETF Shares. Conventional shares worth
0.750 ETF Shares (in this example, that would be 2.481 conventional shares)
would remain in the broker's omnibus account with Vanguard. The broker then
could either (1) take certain internal actions necessary to credit the
investor's account with 0.750 ETF Shares rather than 2.481 conventional shares,
or (2) redeem the 2.481 conventional shares at net asset value, in which case
the investor would receive cash in lieu of those shares. If the broker chooses
to redeem the conventional shares, the investor will realize a gain or loss on
the redemption that must be reported on his or her tax return (unless she holds
the shares in an IRA or other tax-deferred account). Investors should consult
their brokers for information on how the brokers will handle the conversion
process, including whether they will impose a fee to process a conversion.
The conversion process works differently if the investor opts to hold ETF
Shares through an account at Vanguard Brokerage Services (VBS/(R)/). If the
investor converts his or her conventional shares to ETF Shares through VBS, all
conventional shares for which he or she requests conversion will be converted
into the equivalent amount of ETF Shares. Because no fractional shares will have
to be sold, the transaction will be 100% tax-free.
Here are some important points to keep in mind when converting conventional
shares of a Fund into ETF Shares:
- The conversion transaction is nontaxable except, as applicable, to the limited
extent described above.
- The conversion process can take anywhere from several days to several weeks,
depending on the broker. Vanguard generally will process conversion requests,
once received, on the same or next business day. Vanguard imposes conversion
blackout windows around the dates when an ETF Fund declares dividends. This is
necessary to prevent a shareholder from collecting a dividend from both the
conventional share class currently held and also from the ETF share class into
which the shares will be converted.
- During the conversion process, the investor will remain fully invested in the
Fund's conventional shares, and his or her investment will increase or decrease
in value in tandem with the net asset value of those shares.
- During the conversion process, the investor will be able to liquidate all or
part of his or her investment by instructing Vanguard or his or her broker
(depending on whether his or her shares are held in his or her own account or
his or her broker's omnibus account) to redeem his or her conventional shares.
After the conversion process is complete,
the investor will be able to liquidate all or part of his or her investment by
instructing his or her broker to sell his or her ETF Shares.
BOOK ENTRY ONLY SYSTEM
Vanguard ETF/ /Shares are registered in the name of the DTC or its nominee, Cede
& Co., and deposited with, or on behalf of, the DTC. The DTC is a
limited-purpose trust company that was created to hold securities of its
participants (the DTC Participants) and to facilitate the clearance and
settlement of securities transactions among the DTC Participants in such
securities through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. DTC is a
subsidiary of the Depository Trust and Clearing Corporation (DTCC) which is
owned by certain participants of DTCC's subidiaries, including DTC. Access to
the DTC system is also available to others such as banks, brokers, dealers, and
trust companies that clear through or maintain a custodial relationship with a
DTC Participant, either directly or indirectly (the Indirect Participants).
Beneficial ownership of ETF Shares is limited to DTC Participants, Indirect
Participants, and persons holding interests through DTC Participants and
Indirect Participants. Ownership of beneficial interests in ETF Shares (owners
of such beneficial interests are referred to herein as Beneficial Owners) is
shown on, and the transfer of ownership is effected only through, records
maintained by DTC (with respect to DTC Participants) and on the records of DTC
Participants (with respect to Indirect Participants and Beneficial Owners that
are not DTC Participants). Beneficial Owners will receive from or through the
DTC Participant a written confirmation relating to their purchase of ETF Shares.
The laws of some
B-42
jurisdictions may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the ability
of certain investors to acquire beneficial interests in ETF Shares.
Each Fund recognizes DTC or its nominee as the record owner of all ETF Shares
for all purposes. Beneficial Owners of ETF Shares are not entitled to have ETF
Shares registered in their names, and will not receive or be entitled to
physical delivery of share certificates. Each Beneficial Owner must rely on the
procedures of DTC and any DTC Participant and/or Indirect Participant through
which such Beneficial Owner holds its interests, to exercise any rights of a
holder of ETF Shares.
Conveyance of all notices, statements, and other communications to Beneficial
Owners is effected as follows. DTC will make available to the Trust upon request
and for a fee a listing of the ETF Shares of each Fund held by each DTC
Participant. The Trust shall obtain from each such DTC Participant the number of
Beneficial Owners holding ETF Shares, directly or indirectly, through such DTC
Participant. The Trust shall provide each such DTC Participant with copies of
such notice, statement, or other communication, in such form, number and at such
place as such DTC Participant may reasonably request, in order that such notice,
statement or communication may be transmitted by such DTC Participant, directly
or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to
each such DTC Participant a fair and reasonable amount as reimbursement for the
expenses attendant to such transmittal, all subject to applicable statutory and
regulatory requirements.
Share distributions shall be made to DTC or its nominee as the registered
holder of all ETF Shares. DTC or its nominee, upon receipt of any such
distributions, shall credit immediately DTC Participants' accounts with payments
in amounts proportionate to their respective beneficial interests in ETF Shares
of the appropriate Fund as shown on the records of DTC or its nominee. Payments
by DTC Participants to Indirect Participants and Beneficial Owners of ETF Shares
held through such DTC Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in a "street name," and will be the
responsibility of such DTC Participants.
The Trust has no responsibility or liability for any aspects of the records
relating to or notices to Beneficial Owners, or payments made on account of
beneficial ownership interests in such ETF Shares, or for maintaining,
supervising, or reviewing any records relating to such beneficial ownership
interests, or for any other aspect of the relationship between DTC and the DTC
Participants or the relationship between such DTC Participants and the Indirect
Participants and Beneficial Owners owning through such DTC Participants.
DTC may determine to discontinue providing its service with respect to ETF
Shares at any time by giving reasonable notice to the Trust and discharging its
responsibilities with respect thereto under applicable law. Under such
circumstances, the Trust shall take action either to find a replacement for DTC
to perform its functions at a comparable cost or, if such replacement is
unavailable, to issue and deliver printed certificates representing ownership of
ETF Shares, unless the Trust makes other arrangements with respect thereto
satisfactory to the exchange.
PURCHASE AND ISSUANCE OF ETF SHARES IN CREATION UNITS
The ETF Funds issue and sell ETF Shares only in Creation Units on a continuous
basis through the Distributor, without a sales load, at their net asset value
next determined after receipt, on any Business Day, of an order in proper form.
The ETF Funds will not issue fractional Creation Units.
A Business Day is any day on which the NYSE is open for business. As of the
date of the Prospectus, the NYSE observes the following holidays: New Year's
Day, Martin Luther King, Jr. Day, Presidents' Day (Washington's Birthday), Good
Friday, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.
FUND DEPOSIT
The consideration for purchase of a Creation Unit from a Fund generally consists
of the in-kind deposit of a designated portfolio of equity securities (the
Deposit Securities) and an amount of cash (the Cash Component) consisting of a
Balancing Amount (described below) and a Transaction Fee (also described below).
Together, the Deposit Securities and the Cash Component constitute the Fund
Deposit.
The Balancing Amount is an amount equal to the difference between the net asset
value (NAV) of a Creation Unit and the market value of the Deposit Securities
(the Deposit Amount). It ensures that the NAV of a Fund Deposit (not including
the Transaction Fee) is identical to the NAV of the Creation Unit it is used to
purchase. If the Balancing Amount is a positive number (i.e., the NAV per
Creation Unit exceeds the market value of the Deposit Securities), then that
B-43
amount will be paid by the purchaser to the Fund in cash. If the Balancing
Amount is a negative number (i.e., the NAV per Creation Unit is less than the
market value of the Deposit Securities), then that amount will be paid by the
Fund to the purchaser in cash (except as offset by the Transaction Fee,
described below).
Vanguard, through the National Securities Clearing Corporation (NSCC)
(discussed below), makes available after the close of each Business Day, a list
of the names and the number of shares of each Deposit Security to be included in
the next Business Day's Fund Deposit for each ETF Fund (subject to possible
amendment or correction). The Fund Deposit is applicable, subject to any
adjustments as described below, in order to effect purchases of Creation Units
of a Fund until such time as the next-announced Fund Deposit composition is made
available. Each Fund reserves the right to accept a nonconforming Fund Deposit.
The identity and number of shares of the Deposit Securities required for a Fund
Deposit may change from one day to another to reflect rebalancing adjustments
and corporate actions by the Fund, or in response to adjustments to the
weighting or composition of the component stocks of the relevant target index.
In addition, the Trust reserves the right to permit or require the substitution
of an amount of cash--i.e., a "cash in lieu" amount--to be added to the Cash
Component to replace any Deposit Security that may not be available in
sufficient quantity for delivery, may not be eligible for transfer through the
Clearing Process (discussed below), or may not be eligible for trading by an
Authorized Participant (as defined below) or the investor for which an
Authorized Participant is acting.
All questions as to the number of shares of each security in the Deposit
Securities and the validity, form, eligibility, and acceptance for deposit of
any securities to be delivered shall be determined by the appropriate Fund, and
the Fund's determination shall be final and binding.
PROCEDURES FOR PURCHASING CREATION UNITS
To be eligible to place orders with the Distributor and to purchase Creation
Units from a Fund, you must be an Authorized Participant, i.e., a DTC
Participant that has executed an agreement with the Trust's Distributor
governing the purchase and redemption of Creation Units (the Participant
Agreement). Investors who are not Authorized Participants must make appropriate
arrangements with an Authorized Participant in order to purchase or redeem a
Creation Unit. If your broker
is not a DTC Participant or has not executed a Participant Agreement, it will
have to place your order through an
Authorized Participant, which may result in additional charges to you. For a
current list of Authorized Participants, contact the Distributor.
To initiate a purchase order for a Creation Unit, an Authorized Participant
must give notice to the Distributor. The order must be in proper form and must
be received by the Distributor prior to the closing time of the regular trading
session on the NYSE (Closing Time) (ordinarily 4 p.m., Eastern time) to receive
that day's NAV. The Distributor shall inform the Fund's Custodian of the order.
The Custodian will then inform the appropriate foreign subcustodians. Each
subcustodian shall maintain an account into which the Authorized Participant
shall deliver, on behalf of itself or the party on whose behalf it is acting,
the relevant Deposit Securities (or the cash value of all or part of such
securities, in the case of a permitted or required cash purchase or "cash in
lieu" amount), with any appropriate adjustments as advised by Vanguard. Deposit
Securities must be delivered to an account maintained at the applicable local
subcustodians. Those placing orders to purchase Creation Units through an
Authorized Participant should allow sufficient time to permit proper submission
of the purchase order to the Distributor by the cut-off time on the Business
Day.
The Authorized Participant must also make available on or before the
contractual settlement date, by means satisfactory to the Fund, immediately
available or same day funds estimated by the Fund to be sufficient to pay the
Cash Component next determined after acceptance of the purchase order, together
with the applicable Transaction Fee. Any excess funds will be returned following
settlement of the issue of the Creation Unit.
The date on which an order to purchase (or redeem) Creation Units is placed is
referred to as the Transmittal Date. Orders must be transmitted by an Authorized
Participant by a transmission method acceptable to the Distributor pursuant to
procedures set forth in the Participation Agreement.
Neither the Trust, the Distributor, nor any affiliated party will be liable to
an investor who is unable to submit a purchase (or redemption) order by Closing
Time, even if the problem is the responsibility of one of those parties (e.g.,
the Distributor's phone systems or fax machines were not operating properly).
If you are not an Authorized Participant, you must place your purchase order
with an Authorized Participant in a form acceptable to such Authorized
Participant. In addition, the Authorized Participant may request that you make
certain
B-44
representations or enter into agreements with respect to the order, e.g., to
provide for payments of cash when required. You should afford sufficient time to
permit proper submission of the order by the Authorized Participant to the
Distributor prior to Closing Time on the Transmittal Date.
An order to purchase Creation Units is deemed received by the Distributor on
the Transmittal Date if (1) such order is received by the Distributor not later
than the Closing Time on such Transmittal Date, and (2) all other procedures set
forth in the Participant Agreement are properly followed. If the appropriate
parties do not receive the Deposit Securities and Cash Component by the
settlement date (T+3 unless otherwise agreed), the Fund shall be entitled to
cancel the purchase order and/or charge the purchaser for any costs (including
investment losses, attorney's fees, and interest) sustained by the Fund as a
result of the late delivery or failure to deliver.
Except as provided herein, a Creation Unit will not be issued until the
transfer of good title to the Fund of the Deposit Securities and the payment of
the Cash Component have been completed. When each subcustodian has confirmed to
the Custodian that the required securities included in the Fund Deposit have
been delivered to the account of the relevant subcustodian, and the Cash
Component has been delivered to the Custodian, the Distributor shall be notified
of such delivery, and the Fund will issue and cause the delivery of the Creation
Unit.
A Fund may issue Creation Units to a purchaser before receiving some or all of
the Deposit Securities if the purchaser deposits, in addition to the available
Deposit Securities and the Cash Component, cash totaling at least 103% of the
market value of the undelivered Deposit Securities (the Additional Cash Deposit)
in accordance with the Fund's procedures. The order shall be deemed to be
received on the Business Day on which the order is placed provided that the
order is placed in proper form prior to Closing Time on such date. If the order
is not placed in proper form by 4 p.m, then the Fund may reject the order and
the investor shall be liable to the Fund for losses, if any, resulting
therefrom. Information concerning the Funds' current procedures for use of
collateral under these circumstances is available from the Distributor. The
Funds will be permitted to purchase missing Deposit Securities at any time and
the Authorized Participant will be subject to liability for any shortfall
between the cost to the Fund of purchasing the missing Deposit Securities and
the cash collateral.
ACCEPTANCE OF PURCHASE ORDERS
Subject to the conditions that (1) an irrevocable purchase order has been
submitted by the Authorized Participant
(either on its own or another investor's behalf) not later than the Closing
Time, and (2) arrangements satisfactory to the Fund are in place for payment of
the Cash Component and any other cash amounts which may be due, the Fund will
accept the order, subject to its right to reject any order until acceptance.
REJECTION OF PURCHASE ORDERS
Each of the Funds reserves the absolute right to reject a purchase order. By way
of example, and not limitation, a Fund will reject a purchase order if:
- the order is not in proper form;
- the investor(s), upon obtaining the ETF Shares ordered, would own 80% or more
of the total combined voting power of all classes of stock issued by the Fund;
- the Deposit Securities delivered are not as disseminated through the
facilities of the exchange for that date, as described above;
- acceptance of the Deposit Securities would have certain adverse tax
consequences to the Fund;
- acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful;
- acceptance of the Fund Deposit would otherwise, in the discretion of the Fund
or Vanguard, have an adverse effect on the Fund or any of its shareholders; or
- circumstances outside the control of the Fund, the Transfer Agent, the
custodian, the subcustodian(s), the Distributor, and Vanguard make it for all
practical purposes impossible to process the order. Examples of such
circumstances include acts of God; public service or utility problems such as
fires, floods, extreme weather conditions, and power outages resulting in
telephone, telecopy, and computer failures; market conditions or activities
causing trading halts; systems failures involving computer or other information
systems affecting the Trust, Vanguard, the Custodian, the subcustodian(s), the
Distributor, DTC, NSCC, or any other participant in the purchase process, and
similar extraordinary events.
B-45
The Distributor shall notify the prospective purchaser of a Creation Unit,
and/or the Authorized Participant acting on the purchaser's behalf, of its
rejection of the purchaser's order. The Funds, Vanguard, the Transfer Agent, the
Custodian, the subcustodian(s), and the Distributor are under no duty, however,
to give notification of any defects or irregularities in the delivery of a Fund
Deposit, nor shall any of them incur any liability for the failure to give any
such notification.
TRANSACTION FEE ON PURCHASES OF CREATION UNITS
Each of the Funds imposes a transaction fee (payable to the Fund) to compensate
the Fund for the transfer and other transaction costs associated with the
issuance of Creation Units.
When a Fund permits or requires a purchaser to substitute cash in lieu of
depositing one or more Deposit Securities, the purchaser will be assessed an
additional variable charge on the "cash in lieu" portion of its investment. The
amount of this variable charge shall be determined by the Fund in its sole
discretion, but shall not be more than is reasonably needed to compensate the
Fund for the brokerage costs associated with purchasing the relevant Deposit
Securities and, if applicable, the estimated market impact costs of purchasing
such securities. The transaction fees for in-kind and cash purchases (when
available) are listed in the table below. This table is subject to revision from
time to time. Investors are also responsible for payment of the costs of
transferring the Deposit Securities to the Fund.
MAXIMUM
ADDITIONAL
TRANSACTION FEE VARIABLE
ON PURCHASES CHARGE FOR
FUND CASH PURCHASES/1/
---- ------------- ---------------
European ETF Shares $9,600 2.00%
Pacific ETF Shares 7,200 2.00
Emerging Markets ETF Shares 9,300 2.00
FTSE All-World ex-US ETF Shares 22,000 2.00
Total World Stock ETF Shares 15,000 2.00
|
1 As a percentage of the cash in lieu amount invested.
REDEMPTION OF ETF SHARES IN CREATION UNITS
ETF Shares may be redeemed only in Creation Units; a Fund will not redeem ETF
Shares tendered in less than Creation Unit-size aggregations. Investors should
expect to incur brokerage and other costs in connection with assembling a
sufficient number of ETF Shares to constitute a redeemable Creation Unit. There
can be no assurance, however, that there will be sufficient liquidity in the
public trading market at any time to permit assembly of a Creation Unit.
Redemption requests received on a Business Day in good order will receive the
NAV next determined after the request is made.
Unless cash redemptions are available or specified for a Fund, an investor
tendering a Creation Unit generally will receive redemption proceeds consisting
of (1) a basket of Redemption Securities; plus (2) a Cash Redemption Amount
equal to the difference between (x) the NAV of the Creation Unit being redeemed,
as next determined after receipt of a request in proper form, and (y) the value
of the Redemption Securities; less (3) a Redemption Transaction Fee (described
below). If the Redemption Securities have a value greater then the NAV of a
Creation Unit, the redeeming investor would pay the Cash Redemption Amount to
the Fund, rather than receiving such amount from the Fund.
Vanguard, through the NSCC, makes available after the close of each Business
Day, a list of the names and the number of shares of each Redemption Security to
be included in the next Business Day's redemption basket (subject to possible
amendment or correction). The basket of Redemption Securities provided to an
investor redeeming a Creation Unit may not be identical to the basket of Deposit
Securities required of a investor purchasing a Creation Unit. If a Fund and a
redeeming investor mutually agree, the Fund may provide the investor with a
basket of Redemption Securities that differs from the composition of the
redemption basket published through NSCC.
TRANSACTION FEE ON REDEMPTIONS OF CREATION UNITS
Each of the Funds imposes a transaction fee (payable to the Fund) to compensate
the Fund for the transfer and other transaction costs associated with the
redemption of Creation Units.
When an ETF Fund permits a redeeming investor to receive cash in lieu of one or
more Redemption Securities, the investor will be assessed an additional variable
charge on the "cash in lieu" portion of its redemption. The amount of this
B-46
variable charge shall be determined by the Fund in its sole discretion, but
shall not be more than is reasonably needed to compensate the Fund for the
brokerage costs associated with selling portfolio securities to raise the
necessary cash and, if applicable, the estimated market impact costs of selling
such securities.
The transaction fees for redemptions in kind and for cash and the additional
variable charge for cash redemptions (when cash redemptions are available or
specified) are listed in the table below. This table is subject to revision from
time to time. Investors are also responsible for payment of the costs of
transferring the Redemption Securities from the Fund to their account.
MAXIMUM
ADDITIONAL
VARIABLE
CHARGE FOR
FUND TRANSACTION FEE CASH REDEMPTIONS/1/
---- ON REDEMPTIONS
-------------- -----------------
European ETF Shares $9,600 2.00%
Pacific ETF Shares 7,200 2.00
Emerging Markets ETF 9,300 2.00
Shares
FTSE All-World ex-US ETF 22,000 2.00
Shares
Total World Stock ETF 15,000 2.00
Shares
|
1 As a percentage of the cash in lieu amount redeemed.
PLACEMENT OF REDEMPTION ORDERS
Redemption requests for Creation Units must be submitted to the Distributor by
or through an Authorized Participant on a Business Day between the hours of 9
a.m. and 4 p.m., Eastern time. Investors are responsible for making arrangements
for redemption requests to be made through Authorized Participants. The
Distributor will provide a list of current Authorized Participants upon request.
Investors making a redemption request should be aware that such request must be
in the form specified by the Authorized Participant. Investors making a
redemption request should allow sufficient time to permit proper submission of
the request by an Authorized Participant and transfer of the ETF Shares to the
Fund's Transfer Agent. Investors should also allow for the additional time that
may be requested to effect redemptions through their financial intermediaries if
such intermediaries are not Authorized Participants. An order to redeem a
Creation Unit of a Fund is deemed received on the Transmittal Date if (1) such
order is received by the Fund's Transfer Agent prior to the Closing Time on such
Transmittal Date; and (2) all other procedures set forth in the Participant
Agreement are properly followed. If the Fund's Custodian does not receive the
required number of ETF Shares from the redeeming investor by the settlement date
(T+3 unless otherwise agreed), the Fund shall be entitled to charge the
redeeming investor for any costs (including investment losses, attorney's fees,
and interest) sustained by the Fund as a result of the late delivery or failure
to deliver.
The calculation of the value of the Redemption Securities and the Cash
Redemption Amount to be delivered upon redemption will be made by the Fund on
the Business Day on which a redemption order is deemed received by the Transfer
Agent. Therefore, if a redemption order in proper form is submitted to the
Transfer Agent by an Authorized Participant prior to the Closing Time on the
Transmittal Date, then the value of the Redemption Securities and the Cash
Redemption Amount will be determined by the Fund on such Transmittal Date.
Each Fund reserves the right, in its sole discretion, to require or permit a
redeeming investor to receive its redemption proceeds in cash. In such cases,
the investor would receive a cash payment equal to the net asset value of its
ETF Shares based on the NAV of those shares next determined after the redemption
request is received in proper form (minus a transaction fee, including a charge
for cash redemptions, described above).
If a redeeming investor (or an Authorized Participant through which it is
acting) is subject to a legal restriction with respect to a particular stock
included in the basket of Redemption Securities, such investor may be paid an
equivalent amount of cash in lieu of the stock.
A redemption request is considered to be in "proper form" if (1) an Authorized
Participant has transferred or caused to be transferred to the Fund's Transfer
Agent the Creation Unit being redeemed through the book-entry system of the DTC
so as to be effective by the exchange closing time on a day on which the
exchange is open for business and (2) a request satisfactory to the Fund is
received by the Distributor from the Authorized Participant on behalf of itself
or another redeeming investor within the time periods specified above.
Upon receiving a redemption request, the Distributor shall notify the Fund and
the Fund's Transfer Agent of such redemption request. The tender of an
investor's ETF Shares for redemption and the distribution of the cash redemption
B-47
payment in respect of Creation Units redeemed will be effected through the DTC
and the relevant Authorized Participant to the beneficial owner thereof as
recorded on the book-entry system of the DTC or the DTC Participant through
which such investor holds ETF Shares, as the case may be, or by such other means
specified by the Authorized Participant submitting the redemption request.
In connection with taking delivery of shares of Redemption Securities upon
redemption of a Creation Unit, a redeeming Beneficial Owner or Authorized
Participant acting on behalf of such Beneficial Owner must maintain appropriate
security arrangements with a qualified broker-dealer, bank, or other custody
provider in each jurisdiction in which any of the Redemption Securities are
customarily traded, to which account such Deposit Securities will be delivered.
Deliveries of redemption proceeds by the Funds relating to those countries
generally will be made within three business days. Due to the schedule of
holidays in certain countries, however, the delivery of in-kind redemption
proceeds may take longer than three business days after the day on which the
redemption request is received in proper form. For each country relating to a
Fund, Appendix A identifies the instances where more than seven days would be
needed to deliver redemption proceeds. The Funds will deliver in-kind redemption
proceeds within the number of days stated in Appendix A.
If neither the redeeming Beneficial Owner nor the Authorized Participant acting
on behalf of the redeeming Beneficial Owner has appropriate arrangements to take
delivery of the Redemption Securities in the applicable foreign jurisdiction and
it is not possible to make other such arrangements, or if it is not possible to
effect deliveries of the Redemption Securities in such jurisdiction, the Fund
may in its discretion exercise its option to redeem such shares in cash, and the
redeeming Beneficial Owner will be required to receive its redemption proceeds
in cash. In such case, the investor will receive a cash payment equal to the net
asset value of the Creation Unit redeemed after the redemption request is
received in proper form (minus a redemption transaction fee and additional
variable charge for cash redemptions specified above, to offset the Fund's
brokerage and other transaction costs associated with the disposition of
Redemption Securities of the Fund). Redemptions of Creation Units will be
subject to compliance with applicable United States federal and state securities
laws and each Fund (whether or not it otherwise permits cash redemptions)
reserves the right to redeem Creation Units for cash to the extent that the Fund
could not lawfully deliver specific Redemption Securities upon redemptions or
could not do so without first registering the Redemption Securities.
Although the ETF Funds do not ordinarily permit cash redemptions of Creation
Units, in the event that cash redemptions are permitted or required by a Fund,
proceeds will be paid to the Authorized Participant redeeming shares on behalf
of the redeeming investor as soon as practicable after the date of redemption
(within seven calendar days thereafter, except for the instances listed in
Appendix A hereto where more than seven calendar days would be needed).
To the extent contemplated by an Authorized Participant's agreement with the
Distributor, in the event the Authorized Participant that has submitted a
redemption request in proper form is unable to transfer all or part of the
Creation Unit to be redeemed to the Fund at or prior to 4 p.m. on the business
day of submission of such redemption request, the Distributor will nonetheless
accept the redemption in reliance on the undertaking by the Authorized
Participant to deliver the missing ETF Shares as soon as possible, which
undertaking shall be secured by the Authorized Participant's delivery and
maintenance of collateral consisting of cash having a value at least equal to
103% of the value of the missing ETF Shares in accordance with the Fund's
then-effective procedures. Information concerning the Funds' current procedures
for use of collateral under these circumstances is available from the
Distributor. The only collateral that is acceptable to the Fund is cash in U.S.
dollars. The Fund's current procedures for collateralization of missing ETF
Shares require, among other things, that any cash collateral shall be in the
form of U.S. dollars in immediately available funds, and that the fees of the
custodian and any subcustodians in respect of the delivery, maintenance and
redelivery of the cash collateral shall be payable by the Authorized
Participant. The Authorized Participant Agreement permits the Fund to purchase
the missing ETF Shares or acquire the Redemption Securities and the Cash
Component underlying such ETF Shares at any time and subjects the Authorized
Participant to liability for any shortfall between the cost to the Fund of
purchasing such ETF Shares, Redemption Securities, or Cash Component and the
cash collateral or the amount that may be drawn under any letter of credit.
Because the Redemption Securities of a Fund may trade on the relevant
exchange(s) on days that the exchange is closed, stockholders may not be able to
redeem their shares of such Fund, or to purchase or sell ETF Shares on the
exchange, on days when the net asset value of such Fund could be significantly
affected by events in the relevant
foreign markets.
B-48
The right of redemption may be suspended or the date of payment postponed with
respect to any Fund (1) for any period during which the NYSE or listing exchange
is closed (other than customary weekend and holiday closings); (2) for any
period during which trading on the NYSE or listing exchange is suspended or
restricted; (3) for any period during which an emergency exists as a result of
which disposal of the shares of the Fund's portfolio securities or determination
of its net asset value is not reasonably practicable; or (4) in such other
circumstances as is permitted by the SEC.
APPENDIX A--ETF SHARES: FOREIGN MARKET INFORMATION
The ETF Funds generally intend to deliver Redemption Securities on a basis of
"T" plus three Business Days. The Funds may effect deliveries of Redemption
Securities on a basis other than T plus three to accommodate local holiday
schedules or under certain other circumstances. The ability of the Funds to
effect in-kind redemptions within three Business Days of receipt of a redemption
request is subject, among other things, to the condition that, within the time
period from the date of the request to the date of delivery of the securities,
there are no days that are local market holidays that are Business Days. For
every occurrence of one or more intervening holidays in the local market that
are not holidays observed in New York, the redemption settlement cycle will be
extended by the number of such intervening local holidays. In addition to
holidays, other unforeseeable closings in a foreign market due to emergencies
may also prevent the Funds from delivering securities within three Business
Days.
The securities delivery cycles currently practicable for transferring
Redemption Securities to redeeming investors, coupled with local market holiday
schedules, will require a delivery process longer than seven calendar days in
certain circumstances, during the calendar year 2008. The holidays applicable to
each Fund during such periods are listed as follows, as are instances where more
than seven days will be needed to deliver redemption proceeds. Although certain
holidays may occur on different dates in subsequent years, the number of days
required to deliver redemption proceeds in any given year is not expected to
exceed the maximum number of days listed below for each Fund. The proclamation
of new holidays, the treatment by market participants of certain days as
"informal holidays" (e.g., days on which no or limited securities transactions
occur, as a result of substantially shortened trading hours), the elimination of
existing holidays, or changes in local securities delivery practices, could
affect the information set forth herein at some time in the future.
VANGUARD EUROPEAN ETF SHARES
REGULAR HOLIDAYS. The dates in the calendar year 2008 on which the regular
holidays affect the relevant securities markets are as follows:
AUSTRIA
January 1 May 12 December 25
March 21 May 22 December 26
March 24 August 15 December 31
May 1 December 8
BELGIUM
-------
January 1 December 25
March 21 December 26
March 24
May 1
|
DENMARK
January 1 April 18 December 24
March 20 May 1 December 25
March 21 May 12 December 26
March 24 June 5 December 31
|
B-49
FINLAND
January 1 June 20
March 21 December 24
March 24 December 25
May 1 December 26
|
FRANCE
January 1 December 25
March 21 December 26
March 24
May 1
GERMANY
-------
January 1 May 12 December 31
March 21 December 24
March 24 December 25
May 1 December 26
GREECE
------
January 1 March 25 June 16 December 26
March 10 April 25 August 15
March 21 April 28 October 28
March 24 May 1 December 25
IRELAND
-------
January 1 June 2
March 21 December 25
March 24 December 26
May 5
ITALY
-----
January 1 August 15 December 31
March 21 December 24
March 24 December 25
May 1 December 26
LUXEMBOURG
----------
January 1 May 12 December 26
March 21 June 23
March 24 August 15
May 1 December 25
NETHERLANDS
-----------
January 1 December 25
March 21 December 26
March 24
May 1
|
B-50
NORWAY
January 1 May 1 December 26
March 20 May 12 December 31
March 21 December 24
March 24 December 25
PORTUGAL
--------
January 1 December 25
March 21 December 26
March 24
May 1
SPAIN
-----
January 1 December 25
March 21 December 26
March 24
May 1
SWEDEN
------
January 1 June 6 December 26
March 21 June 21 December 31
March 24 December 24
May 1 December 25
SWITZERLAND
-----------
January 1 May 1 December 26
January 2 May 12
March 21 August 1
March 24 December 25
UNITED KINGDOM
--------------
January 1 May 26
March 21 August 25
March 24 December 25
May 5 December 26
|
REDEMPTION. A redemption request over the following holidays would result in a
settlement period that will exceed seven calendar days (examples are based on
the days particular holidays fall during the calendar year 2008). The longest
redemption cycle for European ETF Shares is a function of the longest redemption
cycles among the markets whose stocks make up this Fund.
DENMARK
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/17/2008 3/25/2008 T+8
12/19/2008 12/29/2008 T+10
|
B-51
FINLAND
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/17/2008 3/25/2008 T+8
12/19/2008 12/29/2008 T+10
GREECE
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/18/2008 3/26/2008 T+8
NORWAY
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/17/2008 3/25/2008 T+8
12/19/2008 12/29/2008 T+10
SWEDEN
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/19/2008 12/29/2008 T+10
|
In 2008, ten calendar days would be the maximum number of calendar days
necessary to satisfy a redemption request for European ETF Shares.
VANGUARD PACIFIC ETF SHARES
REGULAR HOLIDAYS. The dates in the calendar year 2008 on which the regular
holidays affect the relevant securities markets are as follows:
AUSTRALIA
January 1 March 24 October 6
January 28 April 25 November 4
March 10 June 9 December 25
March 21 August 4 December 26
|
HONG KONG
January 1 March 21 May 12 October 1 December 26
February 6 March 24 June 9 October 7 December 31
February 7 April 4 July 1 December 24
February 8 May 1 September 15 December 25
JAPAN
-----
January 1 February 11 May 6 October 13 December 31
January 2 March 20 July 21 November 3
January 3 April 29 September 15 November 24
January 14 May 5 September 23 December 23
|
B-52
NEW ZEALAND
January 1 March 24 December 25
January 2 April 25 December 26
February 6 June 2
March 21 October 27
SINGAPORE
---------
January 1 May 1 December 8
February 7 May 19 December 25
February 8 October 1
March 21 October 28
|
REDEMPTION. A redemption request over the following holidays would result in a
settlement period that will exceed seven calendar days (examples are based on
the days particular holidays fall during the calendar year 2008). The longest
redemption cycle for Pacific ETF Shares is a function of the longest redemption
cycles among the markets whose stocks make up this Fund.
JAPAN
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/25/2008 1/2/2009 T+8
|
In 2008, eight calendar days would be the maximum number of calendar days
necessary to satisfy a redemption request for Pacific ETF Shares.
VANGUARD EMERGING MARKETS ETF SHARES
REGULAR HOLIDAYS. The dates in the calendar year 2008 on which the regular
holidays affect the relevant securities markets are as follows:
ARGENTINA
January 1 May 1 October 15
March 20 June 16 November 6
March 21 July 9 December 8
April 2 August 20 December 25
BRAZIL
------
January 1 March 21 July 9
January 25 April 21 November 20
February 4 May 1 December 25
February 5 May 22 December 31
CHILE
-----
January 1 July 16 December 8
March 21 August 15 December 25
May 1 September 18 December 31
May 21 September 19
|
B-53
CHINA
January 1 February 11 May 2 September 15 November 11
January 2 February 12 May 12 October 1 November 27
January 3 February 18 May 26 October 2 December 25
January 21 March 21 June 9 October 3 December 26
February 6 March 24 July 1 October 6
February 7 April 4 July 4 October 7
February 8 May 1 September 1 October 13
|
COLOMBIA
January 1 May 1 June 30 November 3
January 7 May 5 August 7 November 17
March 20 May 26 August 18 December 8
March 21 June 2 October 13 December 25
CZECH REPUBLIC
--------------
January 1 October 28 December 26
March 24 November 17
May 1 December 24
May 8 December 25
|
EGYPT
January 2 April 27 October 1 December 9
January 7 April 28 October 2 December 29
January 9 May 1 December 7
March 20 July 23 December 8
|
HUNGARY
January 1 May 12 December 24
March 24 August 20 December 25
May 1 October 23 December 26
May 2 October 24
INDIA
-----
March 6 April 14 July 1 September 30 October 30
March 20 April 18 August 15 October 2 November 13
March 21 May 1 August 19 October 9 December 9
April 1 May 19 September 3 October 28 December 25
|
INDONESIA
January 1 March 7 May 19 September 30 December 25
January 10 March 20 May 20 October 1 December 26
January 11 March 21 July 30 October 2 December 29
February 7 May 1 August 18 October 3
February 8 May 2 September 29 December 8
|
B-54
ISRAEL
March 21 June 8 September 30 October 13
April 20 June 9 October 1 October 14
May 7 August 10 October 8 October 21
May 8 September 29 October 9
MALAYSIA
--------
January 1 February 8 September 1 December 8
January 10 March 20 October 1 December 25
February 1 May 1 October 2 December 29
February 7 May 19 October 27
MEXICO
------
January 1 March 21 December 12
February 4 May 1 December 25
March 17 September 16
March 20 November 17
|
PERU
January 1 July 28 December 25
March 20 July 29
March 21 October 8
May 1 December 8
PHILIPPINES
-----------
January 1 May 1 December 1
March 20 June 12 December 25
March 21 August 21 December 30
April 7 August 25 December 31
|
POLAND
January 1 May 22 December 25
March 21 August 15 December 26
March 24 November 11
May 1 December 24
|
RUSSIA
January 1 January 7 May 1 June 13
January 2 January 8 May 2 November 3
January 3 February 25 May 9 November 4
January 4 March 10 June 12
|
B-55
SOUTH AFRICA
January 1 May 1 December 25
March 21 June 16 December 26
March 24 September 24
April 28 December 16
SOUTH KOREA
-----------
January 1 April 9 June 6 December 25
February 6 May 1 August 15 December 31
February 7 May 5 September 15
February 8 May 12 October 3
|
TAIWAN
January 1 February 11 October 10
February 6 February 28
February 7 April 4
February 8 May 1
|
THAILAND
January 1 April 15 July 1 December 5
February 21 May 1 July 17 December 10
April 7 May 5 August 12 December 31
April 14 May 19 October 23
TURKEY
------
January 1 October 1 December 9
April 23 October 2 December 10
May 19 October 29 December 11
September 30 December 8
|
REDEMPTION. A redemption request over the following holidays would result in a
settlement period that will exceed seven calendar days (examples are based on
the days particular holidays fall during the calendar year 2008). The longest
redemption cycle for Emerging Market ETF Shares is a function of the longest
redemption cycles among the markets whose stocks make up this Fund.
CHINA
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
2/1/2008 2/13/2008 T+12
9/26/2008 10/8/2008 T+12
COLUMBIA
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/17/2008 3/25/2008 T+8
|
B-56
CZECH REPUBLIC
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/19/2008 12/29/2008 T+10
HUNGARY
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/19/2008 12/29/2008 T+10
INDONESIA
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
9/24/2008 10/6/2008 T+12
12/22/2008 12/30/2008 T+8
MEXICO
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/14/2008 3/24/2008 T+10
PHILIPPINES
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/25/2008 1/2/2009 T+8
POLAND
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/19/2008 12/29/2008 T+10
SOUTH AFRICA
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/14/2008 3/25/2008 T+11
12/19/2008 12/29/2008 T+10
TAIWAN
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
2/4/2008 2/12/2008 T+8
TURKEY
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/4/2008 12/12/2008 T+8
|
In 2008, 12 calendar days would be the maximum number of calendar days
necessary to satisfy a redemption request for Emerging Markets ETF Shares.
VANGUARD FTSE ALL-WORLD EX-US ETF SHARES
REGULAR HOLIDAYS. The dates in the calendar year 2008 on which the regular
holidays affect the relevant securities markets are as follows:
B-57
ARGENTINA
January 1 May 1 October 15
March 20 June 16 November 6
March 21 July 9 December 8
April 2 August 20 December 25
AUSTRALIA
---------
January 1 March 24 October 6
January 28 April 25 November 4
March 10 June 9 December 25
March 21 August 4 December 26
AUSTRIA
-------
January 1 May 12 December 25
March 21 May 22 December 26
March 24 August 15 December 31
May 1 December 8
|
BELGIUM
January 1 December 25
March 21 December 26
March 24
May 1
BRAZIL
------
January 1 March 21 July 9
January 25 April 21 November 20
February 4 May 1 December 25
February 5 May 22 December 31
CANADA
------
January 1 July 1 December 25
February 18 August 4 December 26
March 21 September 1
May 19 October 13
CHILE
-----
January 1 July 16 December 8
March 21 August 15 December 25
May 1 September 18 December 31
May 21 September 19
|
B-58
CHINA
January 1 February 11 May 2 September 15 November 11
January 2 February 12 May 12 October 1 November 27
January 3 February 18 May 26 October 2 December 25
January 21 March 21 June 9 October 3 December 26
February 6 March 24 July 1 October 6
February 7 April 4 July 4 October 7
February 8 May 1 September 1 October 13
COLOMBIA
--------
January 1 May 1 June 30 November 3
January 7 May 5 August 7 November 17
March 20 May 26 August 18 December 8
March 21 June 2 October 13 December 25
|
CZECH REPUBLIC
January 1 October 28 December 26
March 24 November 17
May 1 December 24
May 8 December 25
DENMARK
-------
January 1 April 18 December 24
March 20 May 1 December 25
March 21 May 12 December 26
March 24 June 5 December 31
EGYPT
-----
January 2 April 27 October 1 December 9
January 7 April 28 October 2 December 29
January 9 May 1 December 7
March 20 July 23 December 8
FINLAND
-------
January 1 June 20
March 21 December 24
March 24 December 25
May 1 December 26
FRANCE
------
January 1 December 25
March 21 December 26
March 24
May 1
|
B-59
GERMANY
January 1 May 12 December 31
March 21 December 24
March 24 December 25
May 1 December 26
GREECE
------
January 1 March 25 June 16 December 26
March 10 April 25 August 15
March 21 April 28 October 28
March 24 May 1 December 25
HONG KONG
---------
January 1 March 21 May 12 October 1 December 26
February 6 March 24 June 9 October 7 December 31
February 7 April 4 July 1 December 24
February 8 May 1 September 15 December 25
HUNGARY
-------
January 1 May 12 December 24
March 24 August 20 December 25
May 1 October 23 December 26
May 2 October 24
INDIA
-----
March 6 April 14 July 1 September 30 October 30
March 20 April 18 August 15 October 2 November 13
March 21 May 1 August 19 October 9 December 9
April 1 May 19 September 3 October 28 December 25
|
INDONESIA
January 1 March 7 May 19 September 30 December 25
January 10 March 20 May 20 October 1 December 26
January 11 March 21 July 30 October 2 December 29
February 7 May 1 August 18 October 3
February 8 May 2 September 29 December 8
IRELAND
-------
January 1 June 2
March 21 December 25
March 24 December 26
May 5
|
B-60
ISRAEL
March 21 June 8 September 30 October 13
April 20 June 9 October 1 October 14
May 7 August 10 October 8 October 21
May 8 September 29 October 9
ITALY
-----
January 1 August 15 December 31
March 21 December 24
March 24 December 25
May 1 December 26
JAPAN
-----
January 1 February 11 May 6 October 13 December 31
January 2 March 20 July 21 November 3
January 3 April 29 September 15 November 24
January 14 May 5 September 23 December 23
LUXEMBOURG
----------
January 1 May 12 December 26
March 21 June 23
March 24 August 15
May 1 December 25
MALAYSIA
--------
January 1 February 8 September 1 December 8
January 10 March 20 October 1 December 25
February 1 May 1 October 2 December 29
February 7 May 19 October 27
|
MEXICO
January 1 March 21 December 12
February 4 May 1 December 25
March 17 September 16
March 20 November 17
NETHERLANDS
-----------
January 1 December 25
March 21 December 26
March 24
May 1
|
B-61
NEW ZEALAND
January 1 March 24 December 25
January 2 April 25 December 26
February 6 June 2
March 21 October 27
NORWAY
------
January 1 May 1 December 26
March 20 May 12 December 31
March 21 December 24
March 24 December 25
PERU
----
January 1 July 28 December 25
March 20 July 29
March 21 October 8
May 1 December 8
PHILIPPINES
-----------
January 1 May 1 December 1
March 20 June 12 December 25
March 21 August 21 December 30
April 7 August 25 December 31
|
POLAND
January 1 May 22 December 25
March 21 August 15 December 26
March 24 November 11
May 1 December 24
PORTUGAL
--------
January 1 December 25
March 21 December 26
March 24
May 1
RUSSIA
------
January 1 January 7 May 1 June 13
January 2 January 8 May 2 November 3
January 3 February 25 May 9 November 4
January 4 March 10 June 12
|
B-62
SINGAPORE
January 1 May 1 December 8
February 7 May 19 December 25
February 8 October 1
March 21 October 28
SOUTH AFRICA
------------
January 1 May 1 December 25
March 21 June 16 December 26
March 24 September 24
April 28 December 16
SOUTH KOREA
-----------
January 1 April 9 June 6 December 25
February 6 May 1 August 15 December 31
February 7 May 5 September 15
February 8 May 12 October 3
|
SPAIN
January 1 December 25
March 21 December 26
March 24
May 1
SWEDEN
------
January 1 June 6 December 26
March 21 June 21 December 31
March 24 December 24
May 1 December 25
SWITZERLAND
-----------
January 1 May 1 December 26
January 2 May 12
March 21 August 1
March 24 December 25
TAIWAN
------
January 1 February 11 October 10
February 6 February 28
February 7 April 4
February 8 May 1
|
B-63
THAILAND
January 1 April 15 July 1 December 5
February 21 May 1 July 17 December 10
April 7 May 5 August 12 December 31
April 14 May 19 October 23
TURKEY
------
January 1 October 1 December 9
April 23 October 2 December 10
May 19 October 29 December 11
September 30 December 8
UNITED KINGDOM
--------------
January 1 May 26
March 21 August 25
March 24 December 25
May 5 December 26
|
REDEMPTION. A redemption request over the following holidays would result in a
settlement period that will exceed seven calendar days (examples are based on
the days particular holidays fall during the calendar year 2008). The longest
redemption cycle for FTSE All-World ex-US ETF Shares is a function of the
longest redemption cycles among the markets whose stocks make up this Fund.
CHINA
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
2/1/2008 2/13/2008 T+12
9/26/2008 10/8/2008 T+12
COLUMBIA
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/17/2008 3/25/2008 T+8
CZECH REPUBLIC
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/19/2008 12/29/2008 T+10
DENMARK
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/17/2008 3/25/2008 T+8
12/19/2008 12/29/2008 T+10
|
B-64
FINLAND
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/17/2008 3/25/2008 T+8
12/19/2008 12/29/2008 T+10
GREECE
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/18/2008 3/26/2008 T+8
HUNGARY
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/19/2008 12/29/2008 T+10
INDONESIA
---------
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
9/24/2008 10/6/2008 T+12
12/22/2008 12/30/2008 T+8
JAPAN
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/25/2008 1/2/2009 T+8
MEXICO
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/14/2008 3/24/2008 T+10
NORWAY
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/17/2008 3/25/2008 T+8
12/19/2008 12/29/2008 T+10
PHILIPPINES
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/25/2008 1/2/2009 T+8
POLAND
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/19/2008 12/29/2008 T+10
|
B-65
SOUTH AFRICA
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/14/2008 3/25/2008 T+11
12/19/2008 12/29/2008 T+10
SWEDEN
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/19/2008 12/29/2008 T+10
TAIWAN
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
2/4/2008 2/12/2008 T+8
TURKEY
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/4/2008 12/12/2008 T+8
|
In 2008, 12 calendar days would be the maximum number of calendar days
necessary to satisfy a redemption request for FTSE All-World ex-US ETF Shares.
VANGUARD TOTAL WORLD STOCK ETF SHARES
REGULAR HOLIDAYS. The dates in the calendar year 2008 on which the regular
holidays affect the relevant securities markets are as follows:
ARGENTINA
January 1 May 1 October 15
March 20 June 16 November 6
March 21 July 9 December 8
April 2 August 20 December 25
AUSTRALIA
---------
January 1 March 24 October 6
January 28 April 25 November 4
March 10 June 9 December 25
March 21 August 4 December 26
AUSTRIA
-------
January 1 May 12 December 25
March 21 May 22 December 26
March 24 August 15 December 31
May 1 December 8
|
B-66
BELGIUM
January 1 December 25
March 21 December 26
March 24
May 1
BERMUDA
-------
January 1 July 31 December 25
March 21 August 1 December 26
May 26 September 1
June 16 November 11
BRAZIL
------
January 1 March 21 July 9
January 25 April 21 November 20
February 4 May 1 December 25
February 5 May 22 December 31
|
CANADA
January 1 July 1 December 25
February 18 August 4 December 26
March 21 September 1
May 19 October 13
|
CAYMAN ISLANDS
January 1 March 24 November 10
January 28 May 19 December 25
February 6 June 16 December 26
March 21 July 7
CHILE
-----
January 1 July 16 December 8
March 21 August 15 December 25
May 1 September 18 December 31
May 21 September 19
|
B-67
CHINA
January 1 February 11 May 2 September 15 November 11
January 2 February 12 May 12 October 1 November 27
January 3 February 18 May 26 October 2 December 25
January 21 March 21 June 9 October 3 December 26
February 6 March 24 July 1 October 6
February 7 April 4 July 4 October 7
February 8 May 1 September 1 October 13
COLOMBIA
--------
January 1 May 1 June 30 November 3
January 7 May 5 August 7 November 17
March 20 May 26 August 18 December 8
March 21 June 2 October 13 December 25
CZECH REPUBLIC
--------------
January 1 October 28 December 26
March 24 November 17
May 1 December 24
May 8 December 25
DENMARK
-------
January 1 April 18 December 24
March 20 May 1 December 25
March 21 May 12 December 26
March 24 June 5 December 31
EGYPT
-----
January 2 April 27 October 1 December 9
January 7 April 28 October 2 December 29
January 9 May 1 December 7
March 20 July 23 December 8
|
FINLAND
January 1 June 20
March 21 December 24
March 24 December 25
May 1 December 26
|
FRANCE
January 1 December 25
March 21 December 26
March 24
May 1
|
B-68
GERMANY
January 1 May 12 December 31
March 21 December 24
March 24 December 25
May 1 December 26
GREECE
------
January 1 March 25 June 16 December 26
March 10 April 25 August 15
March 21 April 28 October 28
March 24 May 1 December 25
|
HONG KONG
January 1 March 21 May 12 October 1 December 26
February 6 March 24 June 9 October 7 December 31
February 7 April 4 July 1 December 24
February 8 May 1 September 15 December 25
HUNGARY
-------
January 1 May 12 December 24
March 24 August 20 December 25
May 1 October 23 December 26
May 2 October 24
INDIA
-----
March 6 April 14 July 1 September 30 October 30
March 20 April 18 August 15 October 2 November 13
March 21 May 1 August 19 October 9 December 9
April 1 May 19 September 3 October 28 December 25
|
INDONESIA
January 1 March 7 May 19 September 30 December 25
January 10 March 20 May 20 October 1 December 26
January 11 March 21 July 30 October 2 December 29
February 7 May 1 August 18 October 3
February 8 May 2 September 29 December 8
|
IRELAND
January 1 June 2
March 21 December 25
March 24 December 26
May 5
|
B-69
ISRAEL
March 21 June 8 September 30 October 13
April 20 June 9 October 1 October 14
May 7 August 10 October 8 October 21
May 8 September 29 October 9
ITALY
-----
January 1 August 15 December 31
March 21 December 24
March 24 December 25
May 1 December 26
JAPAN
-----
January 1 February 11 May 6 October 13 December 31
January 2 March 20 July 21 November 3
January 3 April 29 September 15 November 24
January 14 May 5 September 23 December 23
LUXEMBOURG
----------
January 1 May 12 December 26
March 21 June 23
March 24 August 15
May 1 December 25
MALAYSIA
--------
January 1 February 8 September 1 December 8
January 10 March 20 October 1 December 25
February 1 May 1 October 2 December 29
February 7 May 19 October 27
|
MEXICO
January 1 March 21 December 12
February 4 May 1 December 25
March 17 September 16
March 20 November 17
|
MOROCCO
January 1 March 21 August 20 November 6
January 10 May 1 August 21 November 18
January 11 July 30 October 1 December 9
March 20 August 14 October 2 December 10
|
B-70
NETHERLANDS
January 1 December 25
March 21 December 26
March 24
May 1
NEW ZEALAND
-----------
January 1 March 24 December 25
January 2 April 25 December 26
February 6 June 2
March 21 October 27
NORWAY
------
January 1 May 1 December 26
March 20 May 12 December 31
March 21 December 24
March 24 December 25
|
PAKISTAN
January 1 July 1 September 30 December 10
February 5 August 14 October 3 December 11
March 21 September 4 October 6 December 12
May 1 September 26 October 7 December 25
|
PERU
January 1 July 28 December 25
March 20 July 29
March 21 October 8
May 1 December 8
|
PHILIPPINES
January 1 May 1 December 1
March 20 June 12 December 25
March 21 August 21 December 30
April 7 August 25 December 31
|
POLAND
January 1 May 22 December 25
March 21 August 15 December 26
March 24 November 11
May 1 December 24
|
B-71
PORTUGAL
January 1 December 25
March 21 December 26
March 24
May 1
RUSSIA
------
January 1 January 7 May 1 June 13
January 2 January 8 May 2 November 3
January 3 February 25 May 9 November 4
January 4 March 10 June 12
|
SINGAPORE
January 1 May 1 December 8
February 7 May 19 December 25
February 8 October 1
March 21 October 28
SOUTH AFRICA
------------
January 1 May 1 December 25
March 21 June 16 December 26
March 24 September 24
April 28 December 16
SOUTH KOREA
-----------
January 1 April 9 June 6 December 25
February 6 May 1 August 15 December 31
February 7 May 5 September 15
February 8 May 12 October 3
|
SPAIN
January 1 December 25
March 21 December 26
March 24
May 1
|
SWEDEN
January 1 June 6 December 26
March 21 June 21 December 31
March 24 December 24
May 1 December 25
|
B-72
SWITZERLAND
January 1 May 1 December 26
January 2 May 12
March 21 August 1
March 24 December 25
TAIWAN
------
January 1 February 11 October 10
February 6 February 28
February 7 April 4
February 8 May 1
THAILAND
--------
January 1 April 15 July 1 December 5
February 21 May 1 July 17 December 10
April 7 May 5 August 12 December 31
April 14 May 19 October 23
|
TURKEY
January 1 October 1 December 9
April 23 October 2 December 10
May 19 October 29 December 11
September 30 December 8
|
UNITED KINGDOM
January 1 May 26
March 21 August 25
March 24 December 25
May 5 December 26
|
REDEMPTION. A redemption request over the following holidays would result in a
settlement period that will exceed seven calendar days (examples are based on
the days particular holidays fall during the calendar year 2008). The longest
redemption cycle for Total World Stock ETF Shares is a function of the longest
redemption cycles among the markets whose stocks make up this Fund.
CHINA
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
2/1/2008 2/13/2008 T+12
9/26/2008 10/8/2008 T+12
COLUMBIA
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/17/2008 3/25/2008 T+8
|
B-73
CZECH REPUBLIC
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/19/2008 12/29/2008 T+10
DENMARK
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/17/2008 3/25/2008 T+8
12/19/2008 12/29/2008 T+10
FINLAND
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/17/2008 3/25/2008 T+8
12/19/2008 12/29/2008 T+10
GREECE
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/18/2008 3/26/2008 T+8
HUNGARY
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/19/2008 12/29/2008 T+10
INDONESIA
---------
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
9/24/2008 10/6/2008 T+12
12/22/2008 12/30/2008 T+8
JAPAN
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/25/2008 1/2/2009 T+8
MEXICO
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/14/2008 3/24/2008 T+10
NORWAY
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/17/2008 3/25/2008 T+8
12/19/2008 12/29/2008 T+10
|
B-74
PAKISTAN
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/5/2008 12/15/2008 T+10
PHILIPPINES
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/25/2008 1/2/2009 T+8
POLAND
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/19/2008 12/29/2008 T+10
SOUTH AFRICA
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
3/14/2008 3/25/2008 T+11
12/19/2008 12/29/2008 T+10
SWEDEN
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/19/2008 12/29/2008 T+10
TAIWAN
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
2/4/2008 2/12/2008 T+8
TURKEY
REDEMPTION DATE REDEMPTION SETTLEMENT DATE SETTLEMENT PERIOD
--------------- -------------------------- -----------------
12/4/2008 12/12/2008 T+8
|
In 2008, 12 calendar days would be the maximum number of calendar days
necessary to satisfy a redemption request for Total World Stock ETF Shares.
B-75
FINANCIAL STATEMENTS
With the exception of Vanguard Total World Stock Index Fund, which commenced
operations on June 17, 2008, each Fund's Financial Statements for the fiscal
year ended October 31, 2007, appearing in the Funds' 2007 Annual Reports to
Shareholders, and the reports thereon of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, also appearing therein, are
incorporated by reference in this Statement of Additional Information. For a
more complete discussion of each Fund's performance, please see the Funds'
Annual and Semiannual Reports to Shareholders, which may be obtained without
charge.
B-76
LEGAL DISCLAIMER
EACH FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MORGAN STANLEY CAPITAL
INTERNATIONAL INC. ("MSCI"), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION
PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING,
COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE "MSCI PARTIES"). THE
MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES
ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR
CERTAIN PURPOSES BY VANGUARD. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF EACH FUND OR ANY MEMBER OF THE
PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THESE
FUNDS PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK
MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN
TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE
DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THESE FUNDS OR THE
ISSUER OR OWNER OF THESE FUNDS. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO
TAKE THE NEEDS OF THE ISSUERS OR OWNERS OF THESE FUNDS INTO CONSIDERATION IN
DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES
IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF,
PRICES AT, OR QUANTITIES OF THESE FUNDS TO BE ISSUED OR IN THE DETERMINATION OR
CALCULATION OF THE EQUATION BY WHICH THESE FUNDS ARE REDEEMABLE FOR CASH. NONE
OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE OWNERS OF THESE FUNDS
IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THESE FUNDS.
ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE
CALCULATION OF THE MSCI INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NONE
OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE
COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI
PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY
LICENSEE, LICENSEE'S CUSTOMERS OR COUNTERPARTIES, ISSUERS OF THESE FUNDS, OWNERS
OF THESE FUNDS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR
ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR
FOR ANY OTHER USE. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR
ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS
OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARITES HEREBY EXPRESSLY
DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
WITH RESPECT TO ANY MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY
LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY
OTHER DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.
NO PURCHASER, SELLER OR HOLDER OF A SECURITY, PRODUCT OR FUND, OR ANY OTHER
PERSON OR ENTITY, SHOULD USE OR REFER TO ANY MSCI TRADE NAME, TRADEMARK OR
SERVICE MARK TO SPONSOR, ENDORSE, MARKET OR PROMOTE THE SECURITY WITHOUT FIRST
CONTACTING MSCI TO DETERMINE WHETHER MSCI'S PERMISSION IS REQUIRED. UNDER NO
CIRCUMSTANCES MAY ANY PERSON OR ENTITY CLAIM ANY AFFILIATION WITH MSCI WITHOUT
THE PRIOR WRITTEN PERMISSION OF MSCI.
FTSE/(R)/ IS A TRADEMARK OWNED BY THE LONDON STOCK EXCHANGE PLC AND THE
FINANCIAL TIMES LIMITED AND IS USED BY FTSE INTERNATIONAL LIMITED UNDER LICENSE.
ALL WORLD IS A TRADEMARK OF FTSE INTERNATIONAL LIMITED. THE FTSE ALL-WORLD EX US
INDEX IS CALCULATED BY FTSE INTERNATIONAL LIMITED. FTSE INTERNATIONAL LIMITED
DOES NOT SPONSOR, ENDORSE, OR PROMOTE THE FUND; IS NOT IN ANY WAY CONNECTED TO
IT; AND DOES NOT ACCEPT ANY LIABILITY IN RELATION TO ITS ISSUE, OPERATION, AND
TRADING.
B-77
SAI072 082008
PART C
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS
OTHER INFORMATION
ITEM 23. EXHIBITS
(a) Articles of Incorporation, Amended and Restated Agreement and Declaration
of Trust, filed on February 14, 2008, Post-Effective Amendment No. 55, is
hereby incorporated by reference.
(b) By-Laws, filed on February 27, 2007, Post-Effective Amendment No. 54, are
hereby incorporated by reference.
(c) Instruments Defining Rights of Security Holders, Reference is made to
Articles III and V of the Registrant's Amended and Restated Agreement and
Declaration of Trust, refer to Exhibit (a) above.
(d) Investment Advisory Contract, The Vanguard Group, Inc., provides
investment advisory services to the Funds at cost pursuant to the 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 the Registrant's Statement of
Additional Information.
(g) Custodian Agreement for Brown Brothers Harriman & Co., filed on June 16,
2008, Post-Effective Amendment No. 59, is hereby incorporated by
reference.
(h) Other Material Contracts, Amended and Restated Funds' Service Agreement,
filed on February 14, 2008, Post-Effective Amendment No. 55, is hereby
incorporated by reference. Form of Authorized Participant Agreement is
filed herewith.
(i) Legal Opinion, not applicable.
(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 12(b)-1 Plan, not applicable.
(n) Rule 18f-3 Plan, filed on June 16, 2008, Post-Effective Amendment No. 59,
is hereby incorporated by reference.
(o) Reserved.
(p) Code of Ethics, for The Vanguard Group, Inc., filed on November 9, 2006,
Post-Effective Amendment No. 52, is herby incorporated by reference.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Registrant is not controlled by or under common control with any person.
ITEM 25. INDEMNIFICATION
The Registrant's organizational documents contain provisions indemnifying
Trustees and officers against liability incurred in their official capacity.
Article VII, Section 2 of the Amended and Restated Agreement and Declaration of
Trust provide that the Registrant may indemnify and hold harmless each and every
Trustee and officer from and against any and all claims, demands, costs, losses,
expenses, and damages whatsoever arising out of or related to the performance of
his or her duties as a Trustee or officer. However, this provision does not
cover any liability to which a Trustee or officer would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his or her office. Article VI
of the By-Laws generally provides that the Registrant shall indemnify its
Trustees and officers from any liability arising out of their past or present
service in that capacity. Among other things, this provision excludes any
liability arising by reason of willful misfeasance, bad faith, gross negligence,
or the reckless disregard of the duties involved in the conduct of the Trustee's
or officer's office with the Registrant.
C-1
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The Vanguard Group, Inc. (Vanguard) is an investment adviser registered under
the Advisers Act. The list required by this Item 26 of officers and directors of
Vanguard, together with any information as to any business, profession,
vocation, or employment of a substantial nature engaged in by such officers and
directors during the past two years, is incorporated herein by reference from
Schedules B and D of Form ADV filed by Vanguard pursuant to the Advisers Act
(SEC File No. 801-11953).
ITEM 27. PRINCIPAL UNDERWRITERS
a)Vanguard Marketing Corporation, a wholly-owned subsidiary of The Vanguard
Group, Inc., is the principal underwriter of each fund within the Vanguard group
of investment companies, a family of 37 investment companies with more than 150
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
---- ------------------------------------- -------------------------------
R. Gregory Barton Director and Senior Vice President None
John J. Brennan Director Trustee, Chairman, and Chief Executive
Officer
Mortimer J. Buckley Director and Senior Vice President None
F. William McNabb III Director President
Michael S. Miller Director and Managing Director None
Ralph K Packard Director None
George U. Sauter Director and Senior Vice President None
Heidi Stam Director and Senior Vice President Secretary
Richard D. Carpenter Treasurer None
David L. Cermak Principal None
Joseph Colaizzo Financial and Operations Principal and Assistant None
Treasurer
Patti Colby Principal None
Michael L. Kimmel Secretary None
Sean P. Hagerty Principal None
Jack T. Wagner Assistant Treasurer None
Jennifer M. Halliday Assistant Treasurer None
Brian P. McCarthy Senior Registered Options Principal None
Deborah McCracken Assistant Secretary None
Miranda O'Keefe Compliance Registered Options Principal None
Joseph F. Miele Registered Municipal Securities Principal None
Jane K. Myer Principal None
Pauline C. Scalvino Chief Compliance Officer Chief Compliance Officer
|
(c) Not applicable
C-2
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The books, accounts, and other documents required to be maintained by Section 31
(a) of the Investment Company Act and the rules promulgated thereunder will be
maintained at the offices of the Registrant; 100 Vanguard Boulevard, Malvern,
Pennsylvania 19355; the Registrant's Transfer Agent, The Vanguard Group, Inc.,
100 Vanguard Boulevard, Malvern, Pennsylvania 19355; and the Registrant's
Custodian, Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts
02109.
ITEM 29. MANAGEMENT SERVICES
Other than as set forth in the section entitled "Management of the Funds" in
Part B of this Registration Statement, the Registrant is not a party to any
management-related service contract.
ITEM 30. UNDERTAKINGS
Not Applicable.
C-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Valley Forge and the
Commonwealth of Pennsylvania, on the 26th day of June, 2008.
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS
BY:_____________(signature)________________
(HEIDI STAM)
JOHN J. BRENNAN*
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:
SIGNATURE TITLE DATE
--------------------------------------------------------------------------------------------
By: /S/ JOHN J. BRENNAN Chairman, Chief Executive June 26, 2008
------------------------------ Officer, and Trustee
(Heidi Stam)
John J. Brennan*
By: /S/ CHARLES D. ELLIS Trustee June 26, 2008
------------------------------
(Heidi Stam)
Charles D. Ellis*
By: /S/ EMERSON U. FULLWOOD Trustee June 26, 2008
------------------------------
(Heidi Stam)
Emerson U. Fullwood*
By: /S/ RAJIV L. GUPTA Trustee June 26, 2008
------------------------------
(Heidi Stam)
Rajiv L. Gupta*
By: /S/ AMY GUTMANN Trustee June 26, 2008
------------------------------
(Heidi Stam)
Amy Gutmann*
By: /S/ JOANN HEFFERNAN HEISEN Trustee June 26, 2008
------------------------------
(Heidi Stam)
JoAnn Heffernan Heisen*
By: /S/ ANDRE F. PEROLD Trustee June 26, 2008
------------------------------
(Heidi Stam)
Andre F. Perold*
By: /S/ ALFRED M. RANKIN, JR. Trustee June 26, 2008
------------------------------
(Heidi Stam)
Alfred M. Rankin, Jr.*
By: /S/ J. LAWRENCE WILSON Trustee June 26, 2008
------------------------------
(Heidi Stam)
J. Lawrence Wilson*
By: /S/ THOMAS J. HIGGINS Treasurer and Principal June 26, 2008
------------------------------ Financial Officer and
(Heidi Stam) Principal Accounting Officer
Thomas J. Higgins*
|
*By Power of Attorney. Filed on January 18, 2008, see File Number 2-29601.
Incorporated by Reference.
INDEX TO EXHIBITS
Other Material Contracts. . . . . . . . . . . . . . . . . . . . . . . .Ex-99. H
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