Investment Advisors
Armstrong Shaw Associates Inc.
(Armstrong Shaw
) Barrow, Hanley, Mewhinney & Strauss, LLC (
Barrow, Hanley
) Hotchkis and Wiley Capital Management, LLC (
Hotchkis and Wiley
) Lazard Asset Management LLC
(Lazard)
Sanders Capital, LLC (
Sanders
) The Vanguard Group, Inc. (
Vanguard
) Portfolio Managers
Jeffrey M. Shaw, Chairman, Chief Investment Officer, and Co-Founder of Armstrong Shaw. He has managed a portion of the Fund since 2006.
James P. Barrow, Founding Partner
and Executive Director
of Barrow, Hanley. He has managed a portion of the Fund since 1985.
Jeff G. Fahrenbruch, CFA, Managing Director of Barrow, Hanley. He has served as an associate portfolio manager for a portion of the Fund since 2013.
David W. Ganucheau, CFA, Managing Director of Barrow, Hanley. He has served as an associate portfolio manager for a portion of the Fund since 2013.
George H. Davis, Jr., Chief Executive Officer of Hotchkis and Wiley. He has co-managed a portion of the Fund since 2003.
Sheldon J. Lieberman, Principal of Hotchkis and Wiley. He has co-managed a portion of the Fund since 2003.
Christopher Blake, Managing Director of Lazard. He has co-managed a portion of the Fund since 2007.
Andrew Lacey, Deputy Chairman of Lazard. He has co-managed a portion of the Fund since 2007.
John P. Mahedy, CPA, Director of Research and Co-Chief Investment Officer of Sanders. He has co-managed a portion of the Fund since 2010.
Lewis A. Sanders, CFA, Chief Executive Officer and Co-Chief Investment Officer of Sanders. He has co-managed a portion of the Fund since 2010.
James D. Troyer, CFA, Principal of Vanguard. He has managed a portion of the Fund since 2006 (co-managed since 2012).
James P. Stetler, Principal of Vanguard. He has co-managed a portion of the Fund since 2012.
4
Michael R. Roach, CFA, Portfolio Manager at Vanguard. He has co-managed a portion of the Fund since 2012.
Tax Information
The Fund’s distributions will be reinvested in additional Fund shares and accumulate on a tax-deferred basis if you are investing through an employer-sponsored retirement or savings plan. You will not owe taxes on these distributions until you begin withdrawals from the plan. You should consult your plan administrator, your plan’s Summary Plan Description, or your tax advisor about the tax consequences of plan withdrawals.
Payments to Financial Intermediaries
The Fund and its investment advisors do not pay financial intermediaries for sales of Fund shares.
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More on the Fund
This prospectus describes the primary risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk
®
explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
This prospectus offers the Fund‘s Admiral Shares and is intended for participants in employer-sponsored retirement or savings plans. Another version—for investors who would like to open a personal investment account—can be obtained
by visiting
our website at
vanguard.com
or by calling Vanguard at 800-662-7447.
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Plain Talk About Fund Expenses
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All mutual funds have operating expenses. These expenses, which are deducted
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from a fund’s gross income, are expressed as a percentage of the net assets of
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the fund. Assuming that operating expenses remain as stated in the Fees and
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Expenses section, Vanguard Windsor II Fund Admiral Shares’ expense ratio
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would be 0.28%, or $2.80 per $1,000 of average net assets. The average
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expense ratio for large-cap value funds in
2012
was
1.19%
, or
$11.90
per $1,000
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of average net assets (derived from data provided by Lipper,
a Thomson Reuters
|
Company,
which reports on the mutual fund industry).
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Plain Talk About Costs of Investing
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Costs are an important consideration in choosing a mutual fund. That
is
because
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you, as a shareholder, pay a proportionate share of the costs of operating a fund,
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plus any transaction costs incurred when the fund buys or sells securities. These
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costs can erode a substantial portion of the gross income or the capital
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appreciation a fund achieves. Even seemingly small differences in expenses can,
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over time, have a dramatic effect on a fund’s performance.
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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.
Market Exposure
The Fund invests mainly in the common stocks of large- and
mid-capitalization
companies (although the advisors will occasionally select
companies
with lower market capitalizations) whose stocks are considered by an advisor to be undervalued. Undervalued stocks are generally those that are out of favor with investors and that the advisor feels are trading at prices that are below average in relation to measures such as earnings and book value. These stocks often have above-average dividend yields. Typically, the Fund spreads its assets over a broadly diversified group of companies.
Stocks of publicly traded companies and funds that invest in stocks are often classified according to market value, or market capitalization. These classifications typically include small-cap, mid-cap, and large-cap.
It is
important to understand that, for both companies and stock funds, market-capitalization ranges change over time. Also, interpretations of size vary, and there are no “official” definitions of small-, mid-, and large-cap, even among Vanguard fund advisors. The asset-weighted median market capitalization of the Fund’s
stock holdings
as of October 31, 2013, was $58.3 billion.
The Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
To illustrate the volatility of stock prices, the following table shows the best, worst, and average annual total returns for the U.S. stock market over various periods as measured by the Standard & Poor‘s 500 Index, a widely used barometer of
U.S.
market activity. (Total returns consist of dividend income plus change in market price.) Note that the returns shown do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.
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U.S. Stock Market Returns
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(1926–
2013
)
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1 Year
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5 Years
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10 Years
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20 Years
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Best
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54.2%
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28.6%
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19.9%
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17.8%
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Worst
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–43.1
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–12.4
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–1.4
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3.1
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Average
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12.0
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9.9
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10.4
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11.1
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7
The table covers all of the 1-, 5-, 10-, and 20-year periods from 1926 through
2013
. You can see, for example, that although the average annual return on common stocks for
all
of the 5-year periods was
9.9%
, average annual returns for
individual
5-year periods ranged from –12.4% (from 1928 through 1932) to 28.6% (from 1995 through 1999). These average annual returns reflect
past
performance of common stocks; you should not regard them as an indication of
future
performance of either the stock market as a whole or the Fund in particular.
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Plain Talk About Growth Funds and Value Funds
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Growth investing and value investing are two styles employed by stock-fund
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managers. Growth funds generally focus on stocks of companies believed to
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have above-average potential for growth in revenue, earnings, cash flow, or other
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similar criteria. These stocks typically have low dividend yields and above-average
|
prices in relation to measures such as earnings and book value. Value funds
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typically emphasize stocks whose prices are below average in relation to those
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measures; these stocks often have above-average dividend yields. Growth and
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value stocks have historically produced similar long-term returns, though each
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style
has periods when it outperforms the other.
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The Fund is subject to investment style risk, which is the chance that returns from large- and mid-capitalization value stocks will trail returns from the overall stock market. Large- and mid-cap stocks each tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years. Historically, mid-cap stocks have been more volatile in price than large-cap stocks.
Security Selection
The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of common stocks for the Fund.
Each advisor employs active investment management methods, which means that securities are bought and sold according to the advisor’s evaluations of companies and their financial prospects, the prices of the securities, and the stock market and the economy in general. Each advisor will sell a security when, in the view of the advisor, it is no longer as attractive as an alternative investment.
Although each advisor uses a different process to select securities, each is committed to investing in large- and mid-cap stocks that, in the advisor’s opinion, are undervalued. Undervalued stocks are generally those that are out of favor with investors and that the advisor feels are trading at prices that are below average in
8
relation to measures such as earnings and book value. These stocks often have above-average dividend yields.
Barrow, Hanley, Mewhinney & Strauss, LLC
(Barrow,
Hanley), u
ses traditional methods of stock selection—research and analysis—to identify undervalued securities. A security will be sold when, in the advisor’s opinion, its share price accurately reflects the security’s overall worth. At that point, another undervalued security will be chosen. Barrow, Hanley looks for individual stocks that reflect these value characteristics: price/earnings and price/book ratios below the market, and dividend yield above the market.
Lazard Asset Management LLC
(Lazard)
e
mploys a relative value approach that seeks a combination of attractive valuation and high financial productivity. The process is research-driven, relying upon bottom-up stock analysis performed by the firm’s global sector analysts.
Sanders Capital, LLC
(Sanders),
u
ses a traditional, bottom-up, fundamental research approach. The investment process focuses on identifying securities that are undervalued relative to Sanders’ determination of their expected total return. Sanders’ valuation analysis starts with a
n
analysis of free cash flows, ranks securities by expected returns, and then applies systematic risk controls.
Hotchkis and Wiley Capital Management, LLC
(Hotchkis and Wiley),
in
vests mainly in large-cap common stocks with value-oriented characteristics. The advisor follows a disciplined investment approach, focusing on investment parameters such as a company’s tangible assets, sustainable cash flow, and potential for improving business performance.
Armstrong Shaw Associates Inc.
(Armstrong Shaw)
c
onstructs a portfolio of large-capitalization stocks using a combination of fundamental and qualitative criteria to identify individual companies for potential investment. The firm’s disciplined, absolute-value-based approach determines the intrinsic value of a company through an analysis of its cash flow or an appraisal of its assets. Candidates for purchase are stocks that, in the opinion of the advisor, are issued by high quality companies and are selling at a substantial discount to the estimated intrinsic value.
The Vanguard Group, Inc.
(Vanguard),
c
onstructs a portfolio of large- and mid-cap domestic value stocks based on its assessment of each stock’s relative return potential. The advisor selects stocks that it believes offer a good balance between reasonable valuations and attractive growth prospects relative to their peers. Vanguard implements its stock-selection process through the use of proprietary software programs that compare thousands of securities at a time.
9
Because the Fund tends to invest a high percentage of assets in its ten largest holdings, the Fund is subject to asset concentration risk, which is the chance that the Fund’s performance may be hurt disproportionately by the poor performance of relatively few stocks.
The Fund is subject to manager risk, which is the chance that poor security selection
w
ill cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investment in the financial sector subjects the Fund to proportionately higher exposure to the risks of this sector.
Other Investment Policies and Risks
In addition to investing in undervalued common stocks, the Fund may make other kinds of investments to achieve its objective.
Although the Fund typically does not make significant investments in foreign securities, it reserves the right to invest up to 25% of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the Fund is subject to country risk and currency risk.
Country risk
is the chance that world events—such as political upheaval, financial troubles, or natural disasters—will adversely affect the value of securities issued by companies in foreign countries. In addition, the prices of foreign stocks and the prices of U.S. stocks have, at times, moved in opposite directions.
Currency risk
is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.
The Fund may invest in money market instruments, fixed income securities, convertible securities, and other equity securities, such as preferred stocks. The Fund may invest up to 15% of its net assets in restricted securities with limited marketability or in other illiquid securities.
The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat),
a
market index (such as the S&P 500 Index)
, or a reference rate (such as LIBOR)
. Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of
investments directly in
the underlying securities, assets, or market indexes. The Fund will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
The Fund may enter into
fo
reign currency exchange
forward
contracts, which are a type of derivative. A
fo
reign currency exchange
forward
contract is an agreement to buy or sell a country’s currency at a specific price on a specific date, usually 30, 60, or
10
90 days in the future. In other words, the contract guarantees an exchange rate on a given date.
Advisors
of funds that invest in foreign securities can use these contracts to guard against unfavorable changes in currency exchange rates. These contracts, however, would not prevent the Fund’s securities from falling in value
as a result of risks other than unfavorable currency exchange movements
.
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Plain Talk About Derivatives
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Derivatives can take many forms. Some forms of derivatives—such as exchange-
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traded futures and options on securities, commodities, or indexes—have been
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trading on regulated exchanges for decades. These types of derivatives are
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standardized contracts that can easily be bought and sold and whose market
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values are determined and published daily.
Non-exchange-traded
derivatives (such
|
as
certain
swap agreements and foreign currency exchange forward contracts),
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on the other hand, tend to be more specialized or complex and may be harder
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to value.
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To facilitate cash flows to and from the Fund’s advisors,
Vanguard typically invests a small portion of the Fund’s assets in stock index futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs), including ETF Shares issued by Vanguard stock funds. These stock index futures and ETFs typically provide returns similar to those of common stocks. Vanguard may
also
purchase futures or ETFs when doing so will reduce the Fund’s transaction costs or add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
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 an advisor believes that doing so is in the Fund’s best interest, so long as the alternative is consistent with the Fund’s investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Fund’s objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning
11
assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.
In addition, the Fund may take temporary defensive positions that are inconsistent with its normal investment policies and strategies—for instance, by allocating substantial assets to cash, commercial paper, or other less volatile instruments—in response to adverse or unusual market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective.
Frequent Trading or Market-Timing
Background.
Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the 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, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by
all
fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisor’s ability to efficiently manage the fund.
Policies to address frequent trading.
The Vanguard funds (other than money market funds and short-term bond
funds, but including Vanguard Short-Term
I
nflation-Protected Securities Index Fund
) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds
, but including Vanguard Short-Term Inflation-Protected Securities Index Fund
) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to Vanguard ETF
®
Shares because frequent trading in ETF Shares does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:
• Each Vanguard fund reserves the right to reject any purchase request—including exchanges from other Vanguard funds—without notice and regardless of size. For example, a purchase request could be rejected
because the investor has a history of frequent trading
or if Vanguard determines that such purchase may negatively affect a fund’s operation or performance.
• Each Vanguard fund (other than money market funds and short-term bond funds
, but including Vanguard Short-Term Inflation-Protected Securities Index Fund
) generally
12
prohibits, except as otherwise noted in the
Investing With Vanguard
section, a participant from exchanging into a fund account for 60 calendar days after the participant has exchanged out of that fund account.
• Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.
See the
Investing With Vanguard
section of this prospectus for further details on Vanguard’s transaction policies.
Each
Vanguard
fund (other than money market funds), in determining its net asset value,
will use
fair-value pricing
when appropriate
, as described in the
Share Price
section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
Turnover Rate
Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The
Financial Highlights
section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. The average turnover rate for large-cap value funds was approximately 52%, as reported by Morningstar, Inc., on October 31, 2013.
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Plain Talk About Turnover Rate
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Before investing in a mutual fund, you should review its turnover rate. This gives
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an indication of how transaction costs, which are not included in the fund’s
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expense ratio, could affect the fund’s future returns. In general, the greater the
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volume of buying and selling by the fund, the greater the impact that brokerage
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commissions and other transaction costs will have on its return. Also, funds with
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high turnover rates may be more likely to generate capital gains that must be
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distributed to shareholders.
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The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of more t
han 170 mutual funds
holding assets of approximately $2.3 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
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Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.
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Plain Talk About Vanguard’s Unique Corporate Structure
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The Vanguard Group is truly a
mutual
mutual fund company. It is owned jointly by
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the funds it oversees and thus indirectly by the shareholders in those funds.
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Most other mutual funds are operated by management companies that may be
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owned by one person, by a private group of individuals, or by public investors
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who own the management company’s stock. The management fees charged by
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these companies include a profit component over and above the companies’ cost
|
of providing services. By contrast, Vanguard provides services to its member
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funds on an at-cost basis, with no profit component, which helps to keep the
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funds’ expenses low.
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Investment Advisors
The Fund uses a multimanager approach. Each advisor independently manages its assigned portion of the Fund’s assets, subject to the supervision and oversight of Vanguard and the Fund’s board of trustees. The board of trustees designates the proportion of Fund assets to be managed by each advisor and may change these proportions at any time.
• Armstrong Shaw Associates Inc., 45 Grove Street, New Canaan, CT 06840, is an investment advisory firm founded in 1984. As of October 31, 2013, Armstrong Shaw managed approximately
$2.9
billion in assets.
• Barrow, Hanley, Mewhinney & Strauss, LLC, 2200 Ross Avenue, 31st Floor, Dallas, TX 75201, is an investment advisory firm founded in 1979. As of October 31, 2013, Barrow, Hanley managed approximately $
83
billion in assets.
• Hotchkis and Wiley Capital Management, LLC, 725 South Figueroa Street, 39th Floor, Los Angeles, CA 90017, is an investment advisory firm founded in 1980. As of October 31, 2013, Hotchkis and Wiley managed approximately $
23.8
billion in assets.
• Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, NY 10112, is an investment management firm and wholly owned subsidiary of Lazard Freres & Co., LLC. As of October 31, 2013, Lazard managed approximately $
159
billion in assets.
• Sanders Capital, LLC, 375 Park Avenue, New York, NY 10152, is an investment advisory firm founded in 2009. As of October 31, 2013, Sanders managed approximately $
13.8
billion in assets.
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• The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Equity Investment Group. As of
October 31, 2013
, Vanguard served as advisor for approximately $2 trillion in assets.
The Fund pays each of its investment advisors (other than Vanguard) a base fee plus or minus a performance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The base fee has breakpoints, which means that the percentage declines as assets go up. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisor’s portion of the Fund relative to that of the Russell 1000 Value Index (for Armstrong Shaw), the MSCI US Prime Market 750 Index (for Barrow, Hanley), the MSCI US Investable Market 2500 Index (for Hotchkis and Wiley), the S&P 500 Index (for Lazard), or the Russell 3000 Index (for Sanders), over the preceding 60-month period (a 36-month period for Barrow, Hanley and for Lazard). When the performance adjustment is positive, the Fund’s expenses increase; when it is negative, expenses decrease.
Vanguard provides
investment
advisory services to the Fund on an at-cost ba
sis.
For the fiscal year ended
October 31, 2013
, the aggregate advisory fees and expenses represented an effective annual rate of
0.14%
of the Fund’s average net assets before a performance-based decrease of 0.01%.
Under the terms of an SEC exemption, the Fund’s board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement or hire a new investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in the Fund’s advisory arrangements will be communicated to shareholders in writing. As the Fund’s sponsor and overall manager,
V
anguar
d
may provide additional investment advisory services to the Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised.
For a discussion of why the board of trustees approved the Fund’s investment advisory arrangements, see the most recent semiannual report to shareholders covering the fiscal period ended April 30.
Vanguard’s Equity Investment Group is overseen by:
Mortimer J. Buckley
, Chief Investment Officer and Managing Director of Vanguard. As Chief Investment Officer, he is responsible for the oversight of Vanguard’s Equity Investment 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. Mr. Buckley joined Vanguard in 1991 and has held various senior leadership positions with Vanguard. He received his A.B. in economics from Harvard and an M.B.A. from Harvard Business School.
15
John Ameriks
, Ph.D., Principal of Vanguard and head of Vanguard’s Active Equity Group. He has oversight responsibility for all active quantitative equity funds managed by the Equity Investment Group. He joined Vanguard in 2003. He received his A.B. in economics from Stanford University and a Ph.D. in economics from Columbia University
.
Joseph Brennan
,
CFA, Principal of Vanguard and head of Vanguard’s Equity Index Group. He has oversight responsibility for all equity index funds managed by the Equity Investment Group. He first joined Vanguard in 1991. He received his B.A. in economics from Fairfield University and an M.S. in finance from Drexel University.
The managers primarily responsible for the day-to-day management of the Fund are:
Jeffrey M. Shaw
, Chairman, Chief Investment Officer, and Co-Founder of Armstrong Shaw. He has worked in investment management since 1984 and has managed a portion of the Fund since 2006. Education: B.S., Princeton University; M.B.A., Harvard Business School.
James P. Barrow
, Founding Partner
and Executive Director
of Barrow, Hanley. He has managed investment portfolios since 1963; has been with Barrow, Hanley since 1979; and has managed a portion of the Fund since 1985. Education: B.S., University of South Carolina.
Jeff G. Fahrenbruch
, CFA, Managing Director of Barrow, Hanley. He has worked in investment management since 1997; has been with Barrow, Hanley since 2002; has managed investment portfolios since 2012; and has served as an associate portfolio manager for a portion of the Fund since 2013. Education: B.B.A., University of Texas.
David W. Ganucheau
, CFA, Managing Director of Barrow, Hanley. He has worked in investment management since 1996; has been with Barrow, Hanley since 2004; has managed investment portfolios since 2012; and has served as an associate portfolio manager for a portion of the Fund since 2013. Education: B.B.A., Southern Me
th
odist University.
George H. Davis, Jr.
, Chief Executive Officer of Hotchkis and Wiley. He has worked in investment management since 1983, has been with Hotchkis and Wiley since 1988, and has co-managed a portion of the Fund since 2003. Education: B.A. and M.B.A., Stanford University.
Sheldon J. Lieberman
, Principal of Hotchkis and Wiley. He has worked in investment management since 1986, has been with Hotchkis and Wiley since 1994, and has co-managed a portion of the Fund since 2003. Education: B.A., University of California, Los Angeles; M.B.A., California State University, Northridge.
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Christopher Blake
, Managing Director of Lazard. He has worked in investment management for Lazard since 1995 and has co-managed a portion of the Fund since 2007. Education: B.S.B.A., University of Denver.
Andrew Lacey
, Deputy Chairman of Lazard. He has worked in investment management for Lazard since 1995 and has co-managed a portion of the Fund since 2007. Education: B.A., Wesleyan University; M.B.A., Columbia University.
John P. Mahedy
, CPA, Director of Research and Co-Chief Investment Officer of Sanders. He has worked in investment management since 1988, has managed investment portfolios since 2001, has been with Sanders since 2009, and has co-managed a portion of the Fund since 2010. Education: B.S. and M.B.A., New York University.
Lewis A. Sanders
, CFA, Chief Executive Officer and Co-Chief Investment Officer of Sanders. He has worked in investment management since 1968, has managed investment portfolios since 1981, has been with Sanders since 2009, and has co-managed a portion of the Fund since 2010. Education: B.S., Columbia University.
James D. Troyer
, CFA, Principal of Vanguard. He has managed investment portfolios since 1986, has been with Vanguard since 1989, and has managed a portion of the Fund since 2006 (co-managed since 2012). Education: A.B., Occidental College.
James P. Stetler
, Principal of Vanguard. He has been with Vanguard since 1982, has worked in investment management since 1996, has managed investment portfolios since 2003, and has co-managed a portion of the Fund since 2012. Education: B.S., Susquehanna University; M.B.A., Saint Joseph’s University.
Michael R. Roach
, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 1998, has worked in investment management since 2001, and has co-managed a portion of the Fund since 2012. Education: B.S., Bloomsburg University; M.S., Drexel University.
The
Statement of Additional Information
provides information about each portfolio manager’s compensation, other accounts under management, and ownership of shares of the Fund.
Dividends, Capital Gains, and Taxes
The Fund distributes to shareholders virtually all of its net income (interest and dividends, less expenses) as well as any net capital gains realized from the sale of its holdings. Income dividends generally are distributed semiannually in June and December; capital gains distributions, if any, generally occur annually in December.
Your distributions will be reinvested in additional Fund shares and accumulate on a tax-deferred basis if you are investing through an employer-sponsored retirement or
17
savings plan. You will not owe taxes on these distributions until you begin withdrawals from the plan. You should consult your plan administrator, your plan’s Summary Plan Description, or your tax advisor about the tax consequences of plan withdrawals.
|
Plain Talk About Distributions
|
|
As a shareholder, you are entitled to your portion of a fund’s income from interest
|
and dividends as well as capital gains from the fund’s sale of investments. Income
|
consists of both the dividends that the fund earns from any stock holdings and the
|
interest it receives from any money market and bond investments. Capital gains are
|
realized whenever the fund sells securities for higher prices than it paid for them.
|
These capital gains are either short-term or long-term, depending on whether the
|
fund held the securities for one year or less or for more than one year.
|
Share Price
Share price, also known as
net asset value
(NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange, generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to each share class by the number of Fund shares outstanding for that class. On
U.S.
holidays or other days when the Exchange is closed, the NAV is not calculated, and the Fund does not
sell or redeem shares
. However, on those days the value of the Fund’s assets may be affected to the extent that 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.
When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its
fair value
(the amount that the owner might reasonably expect to receive upon the current sale of the security). A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the 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) or country-specific or
18
regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets that are deemed to affect the value of foreign securities. Fair-value pricing may be used for domestic securities—for example, if (1) trading in a security is halted and does not resume before the fund’s pricing time or a security does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at
vanguard.com/prices.
19
Financial Highlights
The following financial highlights table is intended to help you understand the Admiral Shares‘ financial performance for the periods shown, and certain information reflects financial results for a single Admiral Share. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the Admiral Shares (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report—along with the Fund’s financial statements—is included in the Fund’s most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report
by visiting
vanguard.com
or by contacting Vanguard by telephone or mail.
|
Plain Talk About How to Read the Financial Highlights Table
|
|
The Admiral Shares began fiscal year
2013
with a net asset value (price) of $
52.06
|
per share. During the year, each Admiral Share earned $
1.366
from investment
|
income (interest and dividends) and $
12.134
from investments that had
|
appreciated in value or that were sold for higher prices than the Fund paid
|
for them.
|
|
Shareholders received $
1.33
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 $
64.23
, reflecting earnings of $
13.50
|
per share and distributions of $
1.33
per share. This was an increase of $
12.17
per
|
share (from $
52.06
at the beginning of the year to $
64.23
at the end of the year).
|
For a shareholder who reinvested the distributions in the purchase of more
|
shares, the total return was
26.36
% for the year.
|
|
As of
October 31, 2013
, the Admiral Shares had approximately $
27.6
billion in net
|
assets. For the year, the expense ratio was
0.28
% ($
2.80
per $1,000 of net
|
assets), and the net investment income amounted to
2.33
% of average net
|
assets. The Fund sold and replaced securities valued at
27
% of its net assets.
|
20
|
|
|
|
|
|
Windsor II Fund Admiral Shares
|
|
|
|
|
|
|
|
|
Year Ended October 31,
|
For a Share Outstanding Throughout Each Period
|
2013
|
2012
|
2011
|
2010
|
2009
|
Net Asset Value, Beginning of Period
|
$52.06
|
$45.59
|
$43.26
|
$39.46
|
$36.51
|
Investment Operations
|
|
|
|
|
|
Net Investment Income
|
1.366
|
1.188
|
1.025
|
.914
|
1.064
|
Net Realized and Unrealized Gain (Loss)
|
|
|
|
|
|
on Investments
|
12.134
|
6.424
|
2.264
|
3.811
|
3.112
|
Total from Investment Operations
|
13.500
|
7.612
|
3.289
|
4.725
|
4.176
|
Distributions
|
|
|
|
|
|
Dividends from Net Investment Income
|
(1.330)
|
(1.142)
|
(.959)
|
(.925)
|
(1.226)
|
Distributions from Realized Capital Gains
|
—
|
—
|
—
|
—
|
—
|
Total Distributions
|
(1.330)
|
(1.142)
|
(.959)
|
(.925)
|
(1.226)
|
Net Asset Value, End of Period
|
$64.23
|
$52.06
|
$45.59
|
$43.26
|
$39.46
|
Total Return
|
26.36%
|
16.98%
|
7.56%
|
12.12%
|
12.09%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net Assets, End of Period (Millions)
|
$27,593
|
$19,032
|
$14,771
|
$13,381
|
$12,060
|
Ratio of Total Expenses to Average Net Assets
1
|
0.28%
|
0.27%
|
0.27%
|
0.27%
|
0.27%
|
Ratio of Net Investment Income to
|
|
|
|
|
|
Average Net Assets
|
2.33%
|
2.38%
|
2.19%
|
2.16%
|
3.07%
|
Portfolio Turnover Rate
|
27%
|
22%
|
23%
|
29%
|
41%
|
1 Includes performance-based investment advisory fee increases (decreases) of (0.01%), (0.02%), (0.01%), (0.01%), and (0.01%).
21
Investing With Vanguard
The Fund is an investment option in your retirement or savings plan. Your plan administrator or your employee benefits office can provide you with detailed information on how to participate in your plan and how to elect the Fund as an investment option.
• If you have any questions about the Fund or Vanguard, including those about the Fund’s investment objective, strategies, or risks, contact Vanguard Participant Services toll-free at 800-523-1188.
• If you have questions about your account, contact your plan administrator or the organization that provides recordkeeping services for your plan.
• Be sure to carefully read each topic that pertains to your transactions with Vanguard.
Vanguard reserves the right to change its policies without notice to shareholders.
Investment Options and Allocations
Your plan’s specific provisions may allow you to change your investment selections, the amount of your contributions, or
the allocation of your contributions among the investment choices available to you
. Contact your plan administrator or employee benefits office for more details.
Transactions
Transaction requests (e.g., a contribution, an exchange, or a redemption) must be in good order. Good order means that Vanguard has determined that (1) your transaction request includes complete information and (2) appropriate assets are already in your account or new assets have been received.
Processing times for your transaction requests may differ among recordkeepers or among transaction types. Your plan’s recordkeeper (which may also be Vanguard) will determine the necessary processing time frames for your transaction requests prior to submission to the Fund. Consult your recordkeeper or plan administrator for more information.
Your transaction will then be based on the next-determined NAV of the Fund‘s Admiral Shares. If your transaction request was received in good order before the close of regular trading on the New York Stock Exchange (NYSE) (generally 4 p.m., Eastern time), you will receive that day’s NAV and trade date. NAVs are calculated only on days the NYSE is open for trading.
If Vanguard is serving as your plan recordkeeper and if your transaction involves one or more investments with an early cut-off time for processing or another trading restriction, your entire transaction will be subject to the restriction when the trade date for your transaction is determined.
22
Frequent-Trading Limitations
The exchange privilege (your ability to purchase shares of a fund using the proceeds from the simultaneous redemption of shares of another fund) may be available to you through your plan. Although we make every effort to maintain the exchange privilege, Vanguard reserves the right to revise or terminate this privilege, limit the amount of an exchange, or reject any exchange, at any time, without notice. Because excessive exchanges can disrupt the management of the Vanguard funds and increase their transaction costs, Vanguard places certain limits on the exchange privilege.
If you are exchanging
out of
any Vanguard fund (other than money market funds and short-term bond funds
, but including Vanguard Short-Term Inflation-Protected Securities Index Fund)
, you must wait 60 days before exchanging
back into
the fund. This policy applies,
regardless of the dollar amount
. Please note that the 60-day clock restarts after every exchange out of the fund.
The frequent-trading limitations
do not
apply to the following: exchange requests submitted by mail to Vanguard (exchange requests submitted by fax, if otherwise permitted,
are
subject to the limitations); exchanges of shares purchased with participant payroll or employer contributions or loan repayments; exchanges of shares purchased with reinvested dividend or capital gains distributions; distributions, loans, and in-service withdrawals from a plan; redemptions of shares as part of a plan termination or at the direction of the plan; redemptions of shares to pay fund or account fees; share or asset transfers or rollovers; reregistrations of shares within the same fund; conversions of shares from one share class to another in the same fund; and automated transactions executed during the first six months of a participant’s enrollment in the Vanguard Managed Account Program.
Before making an exchange to or from another fund available in your plan, consider the following:
• Certain investment options, particularly funds made up of company stock or investment contracts, may be subject to unique restrictions.
• Vanguard can accept exchanges only as permitted by your plan. Contact your plan administrator for details on other exchange policies that apply to your plan.
Before making an exchange into another fund, it is important to read that fund’s prospectus. To obtain a copy, please contact Vanguard Participant Services toll-free at 800-523-1188.
Plans for which Vanguard does not serve as recordkeeper:
If Vanguard does not serve as recordkeeper for your plan, your plan’s recordkeeper will establish accounts in Vanguard funds for the benefit of its clients. In such accounts, we cannot always monitor the trading activity of individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional
23
purchases of fund shares by an intermediary, including for the benefit of certain of the intermediary’s clients. Intermediaries also may monitor participants’ trading activity with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries that establish accounts in the Vanguard funds will be asked to assess these fees on participant accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If a firm other than Vanguard serves as recordkeeper for your plan, please read that firm’s materials carefully to learn of any other rules or fees that may apply.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply.
No Cancellations
Vanguard will not accept your request to cancel any transaction request once processing has begun. Please be careful when placing a transaction request.
Proof of a 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 owner, or the account.
Uncashed Checks
Vanguard will not pay interest on uncashed checks.
Vanguard may be required to transfer assets related to uncashed checks to a state under the state’s abandoned property law.
24
Portfolio Holdings
We generally post on our website at
vanguard.com,
in the
Portfolio
section of the Fund’s Portfolio & Management page, a detailed list of the securities held by the Fund as of the end of the most recent calendar quarter. This list is generally updated 30
calendar
days after the end of
the
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 end of the most recent calendar quarter. This list is generally updated 15 calendar days after the end of
the
calendar quarter.
Additionally, we generally post the ten largest stock portfolio holdings of the Fund as of the end of the most recent month. This list is generally updated 10 business days after the end of the month.
P
lease 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.
|
|
|
|
|
Additional Information
|
|
|
|
|
|
|
|
Newspaper
|
Vanguard
|
CUSIP
|
|
Inception Date
|
Abbreviation
|
Fund Number
|
Number
|
Windsor II Fund
|
|
|
|
|
Admiral Shares
|
5/14/2001
|
WdsrIIAdml
|
573
|
922018304
|
|
(Investor Shares
|
|
|
|
|
6/24/1985)
|
|
|
|
25
Accessing Fund Information Online
Vanguard Online at
Vanguard.com
Visit Vanguard’s education-oriented website for access to timely news and information about Vanguard funds and services and easy-to-use, interactive tools to help you create your own investment and retirement strategies.
CFA
®
is a trademark owned by CFA Institute.
Morningstar data ©
2014
Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
26
Glossary of Investment Terms
Capital Gains Distribution.
Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Cash
Equivalent
Investments.
Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and banker’s acceptances.
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.
Dividend Distribution.
Payment to mutual fund shareholders of income from interest or dividends generated by a fund’s investments.
Expense Ratio.
A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but
it
does not include the transaction costs of buying and selling portfolio securities.
Inception Date.
The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Median Market Capitalization.
An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a 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.
Price/Earnings (P/E) Ratio.
The current share price of a stock, divided by its per-share earnings (profits). A stock selling for $20, with earnings of $2 per share, has a price/ earnings ratio of 10.
Principal.
The face value of a debt instrument or the amount of money put into an investment.
Russell 1000 Value Index.
An index that measures the performance of those Russell 1000 companies with lower price/book ratios and lower predicted growth rates.
Securities.
Stocks, bonds, money market instruments, and other investments.
Standard & Poor’s 500 Index.
A widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies.
27
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
This page intentionally left blank.
Institutional Division P.O. Box 2900 Valley Forge, PA 19482-2900
Connect with Vanguard
®
> vanguard.com
For More Information
If you would like more information about Vanguard Windsor II 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 and is incorporated by reference into (and thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit
vanguard.com
or contact us as follows:
The Vanguard Group Participant Services P.O. Box 2900 Valley Forge, PA 19482-2900 Telephone: 800-523-1188
Text telephone for people with hearing impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Fund (including the SAI) at the 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 website 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 20549-1520.
Fund’s Investment Company Act file number: 811-00834
© 2014 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
I 573 022014
PART B
VANGUARD
®
WINDSOR FUNDS
STATEMENT OF ADDITIONAL INFORMATION
February 26, 2014
This Statement of Additional Information is not a prospectus but should be read in conjunction with a Funds current prospectus (dated February 26, 2014). To obtain, without charge, a prospectus or the most recent Annual Report to Shareholders, which contains the Funds financial statements as hereby incorporated by reference, please contact The Vanguard Group, Inc. (Vanguard).
Phone: Investor Information Department at 800-662-7447 Online: vanguard.com
|
|
TABLE OF CONTENTS
|
Description of the Trust
|
B-1
|
Fundamental Policies
|
B-3
|
Investment Strategies and Nonfundamental Policies
|
B-4
|
Share Price
|
B-20
|
Purchase and Redemption of Shares
|
B-20
|
Management of the Funds
|
B-21
|
Investment Advisory Services
|
B-34
|
Portfolio Transactions
|
B-47
|
Proxy Voting Guidelines
|
B-48
|
Financial Statements
|
B-53
|
DESCRIPTION OF THE TRUST
Vanguard Windsor Funds (the Trust) currently offers the following funds and share classes (identified by ticker symbol):
|
|
|
|
Share Classes
1
|
Fund
2
|
Investor
|
Admiral
|
Vanguard Windsor Fund
|
VWNDX
|
VWNEX
|
Vanguard Windsor II Fund
|
VWNFX
|
VWNAX
|
1 Individually, a class; collectively, the classes.
|
|
|
2 Individually, a Fund; collectively, the Funds.
|
|
|
The Trust has the ability to offer additional funds or classes of shares. There is no limit on the number of full and fractional shares that may be issued for a single fund or class of shares.
Organization
The Trust was organized as Wellington Equity Fund, Inc., a Delaware corporation, in 1958. It was reorganized as a Maryland corporation in 1973 and subsequently was reorganized as a Pennsylvania business trust in 1985. The Trust then was reorganized as a Maryland corporation later in 1985 and, finally, was reorganized as a Delaware statutory trust in 1998. Prior to its reorganization as a Delaware statutory trust, the Trust was known as Vanguard/Windsor Funds, Inc. The Trust is registered with the United States Securities and Exchange Commission (
S
EC) under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. All Funds within the Trust are classified as diversified within the meaning of the 1940 Act.
B-1
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 subcustodians 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 Funds shares, other than those described in the Funds current prospectus and elsewhere in this Statement of Additional Information. Each Fund or class may be terminated by reorganization into another mutual fund or class or by liquidation and distribution of the assets of the Fund or class. Unless terminated by reorganization or liquidation, each Fund and share class will continue indefinitely.
Shareholder Liability.
The Trust is organized under Delaware law, which provides that shareholders of a statutory trust are entitled to the same limitations of personal liability as shareholders of a corporation organized under Delaware law. This means that a shareholder of a Fund generally will not be personally liable for payment of the Funds debts. Some state courts, however, may not apply Delaware law on this point. We believe that the possibility of such a situation arising is remote.
Dividend Rights.
The shareholders of each class of a Fund are entitled to receive any dividends or other distributions declared by the Fund for each such class. No shares of a Fund have priority or preference over any other shares of the Fund with respect to distributions. Distributions will be made from the assets of the Fund and will be paid ratably to all shareholders of a particular class according to the number of shares of the class held by shareholders on the record date. The amount of dividends per share may vary between separate share classes of the Fund based upon differences in the net asset values of the different classes and differences in the way that expenses are allocated between share classes pursuant to a multiple class plan
approved by the Funds board of trustees
.
Voting Rights.
Shareholders are entitled to vote on a matter if (1) the matter concerns an amendment to the Declaration of Trust that would adversely affect to a material degree the rights and preferences of the shares of a Fund or any class; (2) the trustees determine that it is necessary or desirable to obtain a shareholder vote; (3) a merger or consolidation, share conversion, share exchange, or sale of assets is proposed and a shareholder vote is required by the 1940 Act to approve the transaction; or (4) a shareholder vote is required under the 1940 Act. The 1940 Act requires a shareholder vote under various circumstances, including to elect or remove trustees upon the written request of shareholders representing 10% or more of a Funds net assets, to change any fundamental policy of a Fund, and to enter into certain merger transactions. Unless otherwise required by applicable law, shareholders of a Fund receive one vote for each dollar of net asset value owned on the record date and a fractional vote for each fractional dollar of net asset value owned on the record date. However, only the shares of the Fund or class affected by a particular matter are entitled to vote on that matter. In addition, each class has exclusive voting rights on any matter submitted to shareholders that relates solely to that class, and each class has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of another. Voting rights are noncumulative and cannot be modified without a majority vote.
Liquidation Rights.
In the event that a Fund is liquidated, shareholders will be entitled to receive a pro rata share of the Funds net assets. In the event that a class of shares is liquidated, shareholders of that class will be entitled to receive a pro rata share of the Funds net assets that are allocated to that class. Shareholders may receive cash, securities, or a combination of the two.
Preemptive Rights.
There are no preemptive rights associated with the Funds shares.
Conversion Rights.
Fund shareholders may convert their shares to another class of shares of the same Fund upon the satisfaction of any then-applicable eligibility requirements as described in the Funds current prospectus.
B-2
Redemption Provisions.
Each Funds redemption provisions are described in its current prospectus and elsewhere in this Statement of Additional Information.
Sinking Fund Provisions.
The Funds have no sinking fund provisions.
Calls or Assessment.
Each Funds shares, when issued, are fully paid and non-assessable.
Tax Status of the Funds
Each Fund expects to qualify each year
for treatment
as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the IRC). This special tax status means that the Fund will not be liable for federal tax on income and capital gains distributed to shareholders. In order to preserve its tax status, each Fund must comply with certain requirements. If a Fund fails to meet these requirements in any taxable year, the Fund will, in some cases, be able to cure such failure, including by paying a fund-level tax, paying interest, making additional distributions, or disposing of certain assets. If the Fund is ineligible to or otherwise does not cure such failure for any year, it will be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, will be taxable to shareholders as ordinary income. In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before regaining its tax status as a regulated investment company.
Dividends received and distributed by each Fund on shares of stock of domestic corporations may be eligible for the dividends-received deduction applicable to corporate shareholders. Corporations must satisfy certain requirements in order to claim the deduction. Capital gains distributed by the Funds are not eligible for the dividends-received deduction.
Each Fund may invest in passive foreign investment companies (PFICs). A foreign company is generally a PFIC if 75% or more of its gross income is passive or if 50% or more of its assets produce passive income. Capital gains on the sale of
an interest in a
PFIC will be deemed ordinary income regardless of how long the Fund held it. Also, the Fund may be subject to corporate income tax and an interest charge on certain dividends and capital gains earned
in respect to PFIC interests
, whether or not
such amounts
are distributed to shareholders. To avoid such tax and interest, a Fund may elect to
mark to market its PFIC interests, that is, to treat such interests
as sold on the last day of the Funds fiscal year and
to
recognize any unrealized gains (or losses, to the extent of previously recognized gains) as ordinary income each year. Distributions from the Fund that are attributable to
income or gains earned in respect to PFIC interests
are characterized as ordinary income.
Each Fund may declare a capital gain distribution consisting of the excess of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforwards of the Fund. For Fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. A Fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010, before using capital losses arising in fiscal years prior to December 22, 2010.
FUNDAMENTAL POLICIES
Each Fund is subject to the following fundamental investment policies, which cannot be changed in any material way without the approval of the holders of a majority of the Funds shares. For these purposes, a majority of shares means shares representing the lesser of (1) 67% or more of the Funds net assets voted, so long as shares representing more than 50% of the Funds net assets are present or represented by proxy or (2) more than 50% of the Funds net assets.
Borrowing
.
Each Fund may borrow money only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Commodities
.
Each Fund may invest in commodities only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
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 Funds total assets would be invested in that issuers securities. This limitation does not apply to obligations of the U.S. government or its agencies or instrumentalities.
B-3
Industry Concentration
.
Each Fund will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry.
Investment Objective
.
The investment objective of each Fund may not be materially changed without a shareholder vote.
Loans
.
Each Fund may make loans to another person only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Real Estate
.
Each Fund may not invest directly in real estate unless it is acquired as a result of ownership of securities or other instruments. This restriction shall not prevent the Fund from investing in securities or other instruments (1) issued by companies that invest, deal, or otherwise engage in transactions in real estate or (2) backed or secured by real estate or interests in real estate.
Senior Securities
.
Each Fund may not issue senior securities except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Underwriting
.
Each Fund may not act as an underwriter of another issuers securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 (the 1933 Act), in connection with the purchase and sale of portfolio securities.
Compliance with the fundamental policies previously described is generally measured at the time the securities are purchased. Unless otherwise required by the 1940 Act (as is the case with borrowing), if a percentage restriction is adhered to at the time the investment is made, a later change in percentage resulting from a change in the market value of assets will not constitute a violation of such restriction. All fundamental policies must comply with applicable regulatory requirements. For more details, see
Investment Strategies and Nonfundamental Policies
.
None of these policies prevents the Funds from having an ownership interest in Vanguard. As a part owner of Vanguard, each Fund may own securities issued by Vanguard, make loans to Vanguard, and contribute to Vanguards costs or other financial requirements. See
Management of the Funds
for more information.
INVESTMENT STRATEGIES AND NONFUNDAMENTAL POLICIES
Some of the investment strategies and policies described on the following pages and in each Funds prospectus set forth percentage limitations on a Funds investment in, or holdings of, certain securities or other assets. Unless otherwise required by law, compliance with these strategies and policies will be determined immediately after the acquisition of such securities or assets by the Fund. Subsequent changes in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Funds investment strategies and policies.
The following investment strategies and policies supplement each Funds investment strategies and policies set forth in the prospectus. With respect to the different investments discussed as follows, a Fund may acquire such investments to the extent consistent with its investment strategies and policies.
Borrowing
.
A funds ability to borrow money is limited by its investment policies and limitations; by the 1940 Act; and by applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a fund is required to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the funds total assets made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the funds total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or for other reasons, a fund may be required to sell some of its portfolio holdings within three days (excluding Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.
Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a funds portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities purchased. A fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.
The SEC takes the position that transactions that have a leveraging effect on the capital structure of a fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the fund for purposes of the
B-4
1940 Act. These transactions can include entering into reverse repurchase agreements; engaging in mortgage-dollar-roll transactions; selling securities short (other than short sales against-the-box); buying and selling certain derivatives (such as futures contracts); selling (or writing) put and call options; engaging in sale-buybacks; entering into firm-commitment and standby-commitment agreements; engaging in when-issued, delayed-delivery, or forward-commitment transactions; and
participating in o
ther similar trading practices. (Additional discussion about a number of these transactions can be found on the following pages.) A borrowing transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund maintains an offsetting financial position; segregates liquid assets (with such liquidity determined by the advisor in accordance with procedures established by the board of trustees) equal (as determined on a daily mark-to-market basis) in value to the funds potential economic exposure under the borrowing transaction; or otherwise covers the transaction in accordance with applicable SEC guidance (collectively, covers the transaction). A fund may have to buy or sell a security at a disadvantageous time or price in order to cover a borrowing transaction. In addition, segregated assets may not be available to satisfy redemptions or
to fulfill other obligations
.
Common Stock
.
Common stock represents an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors and other important matters, as well as to receive dividends on such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders, and owners of preferred stock take precedence over the claims of those who own common stock.
Convertible Securities
.
Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred stock that may be converted (on a voluntary or mandatory basis) within a specified period of time (normally for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. Convertible securities also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Other convertible securities with features and risks not specifically referred to herein may become available in the future. Convertible securities involve risks similar to those of both fixed income and equity securities. In a corporations capital structure, convertible securities are senior to common stock but are usually subordinated to senior debt obligations of the issuer.
The market value of a convertible security is a function of its investment value and its conversion value. A securitys investment value represents the value of the security without its conversion feature (i.e., a nonconvertible 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 issuers capital structure. A securitys conversion value is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. In that circumstance, the convertible security takes on the characteristics of a bond, and its price moves in the opposite direction from interest rates. Conversely, if the conversion value of a convertible security is near or above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying security. In that case, the convertible securitys price may be as volatile as that of common stock. Because both interest rates and market movements can influence its value, a convertible security generally is not as sensitive to interest rates as a similar 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 they are generally subject to a high degree of credit risk.
Although all markets are prone to change over time, the generally high rate at which convertible securities are retired (through mandatory or scheduled conversions by issuers or through voluntary redemptions by holders) and replaced with newly issued
convertible securities
may cause the convertible securities market to change more rapidly than other markets. For example, a concentration of available convertible securities in a few economic sectors could elevate the sensitivity of the convertible securities market to the volatility of the equity markets and to the specific risks of those sectors. Moreover, convertible securities with innovative structures, such as mandatory-conversion securities and equity-linked securities, have increased the sensitivity of the convertible securities market to the volatility of the equity markets and to the special risks of those innovations, which may include risks different from, and possibly greater than, those
B-5
associated with traditional convertible securities. A convertible security may be subject to redemption at the option of the issuer at a price set in the governing instrument of the convertible security. If a convertible security held by a fund is subject to such redemption option and is called for redemption, the fund must allow the issuer to redeem the security, convert it into the underlying common stock, or sell the security to a third party.
Debt Securities
.
A debt security, sometimes called a fixed income security,
consists
of a certificate or other evidence of a debt (secured or unsecured) on which the issuing company or governmental body promises to pay the holder thereof a fixed, variable, or floating rate of interest for a specified length of time and to repay the debt on the specified maturity date. Some debt securities, such as zero-coupon bonds, do not make regular interest payments but are issued at a discount to their principal or maturity value. Debt securities include a variety of fixed income obligations, including, but not limited to, corporate bonds, government securities, municipal securities, convertible securities, mortgage-backed securities, and asset-backed securities. Debt securities include investment-grade securities, non-investment-grade securities, and unrated securities. Debt securities are subject to a variety of risks, such as interest rate risk, income risk, call/prepayment risk, inflation risk, credit risk, and (in the case of foreign securities) country risk and currency risk. The reorganization of an issuer under the federal bankruptcy laws may result in the issuers debt securities being cancelled without repayment, repaid only in part, or repaid in part or in whole through an exchange thereof for any combination of cash, debt securities, convertible securities, equity securities, or other instruments or rights in respect
to
the same issuer or a related entity.
Debt SecuritiesNon-Investment-Grade Securities
.
Non-investment-grade securities, also referred to as high-yield securities or junk bonds, are debt securities that are rated lower than the four highest rating categories by a nationally recognized statistical rating organization (
e.g.
, lower than Baa3
/P-2
by Moodys Investors Service, Inc. (Moodys), or below BBB
/A-2
by Standard & Poors) or,
if unrated,
are determined to be of comparable quality by the funds advisor. These securities are generally considered to be, on balance, predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation, and they will generally involve more credit risk than securities in the investment-grade categories. Non-investment-grade securities generally provide greater income and opportunity for capital appreciation than higher quality securities, but they also typically entail greater price volatility and principal and income risk.
Analysis of the creditworthiness of issuers of high-yield securities may be more complex than for issuers of investment-grade securities. Thus, reliance on credit ratings in making investment decisions entails greater risks for high-yield securities than for investment-grade securities. The success of a funds advisor in managing high-yield securities is more dependent upon its own credit analysis than is the case with investment-grade securities.
Some high-yield securities are issued by smaller, less-seasoned companies, while others are issued as part of a corporate restructuring such as an acquisition,
a
merger, or
a
leveraged buyout. Companies that issue high-yield securities are often highly leveraged and may not have more traditional methods of financing available to them. Therefore, the risk associated with acquiring the securities of such issuers generally is greater than is the case with investment-grade securities. Some high-yield securities were once rated as investment-grade but have been downgraded to junk-bond status because of financial difficulties experienced by their issuers.
The market values of high-yield securities tend to reflect individual issuer developments to a greater extent than do investment-grade securities, which in general react to fluctuations in the general level of interest rates. High-yield securities also tend to be more sensitive to economic conditions than are investment-grade securities. A projection of an economic downturn or of a sustained period of rising interest rates, for example, could cause a decline in junk-bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high-yield securities defaults, in addition to risking payment of all or a portion of interest and principal, a fund investing in such securities may incur additional expenses to seek recovery.
The secondary market on which high-yield securities are traded may be less liquid than the market for investment-grade securities. Less liquidity in the secondary trading market could adversely affect the ability of a funds advisor to sell a high-yield security or the price at which a funds advisor could sell a high-yield security, and it could also adversely affect the daily net asset value of fund shares. When secondary markets for high-yield securities are less liquid than the market for investment-grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation because less reliable, objective data
is
available.
B-6
Except as otherwise provided in a funds prospectus, if a credit-rating agency changes the rating of a portfolio security held by a fund, the fund may retain the portfolio security if the advisor deems it in the best interests of shareholders.
Depositary Receipts
.
Depositary receipts are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a depository. Depositary receipts may be sponsored or unsponsored and include American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary Receipts (GDRs). For ADRs, the depository is typically a U.S. financial institution, and the underlying securities are issued by a foreign issuer. For other depositary receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and they are generally designed for use in securities markets outside the United States. Although the two types of depositary receipt facilities (sponsored and unsponsored) are similar, there are differences regarding a holders rights and obligations and the practices of market participants.
A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter of nonobjection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of noncash distributions, and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.
Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary receipt holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuers request.
For purposes of a funds investment policies, investments in depositary receipts will be deemed to be investments in the underlying securities. Thus, a depositary receipt representing ownership of common stock will be treated as common stock. Depositary receipts do not eliminate all of the risks associated with directly investing in the securities of foreign issuers.
Derivatives
.
A derivative is a financial instrument that has a value based onor derived fromthe values of other assets, reference rates, or indexes. Derivatives may relate to a wide variety of underlying references, such as commodities, stocks, bonds, interest rates, currency exchange rates, and related indexes. Derivatives include futures contracts and options on futures contracts, 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. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), certain swap agreements may be cleared through a clearinghouse and traded on an exchange or swap execution facility. New regulations could, among other things, increase the costs of such transactions. The risks associated with the use of derivatives are different from, and possibly greater than, the risks associated with investing directly in the securities, assets, or market indexes on which the derivatives are based. Derivatives are used by some investors for speculative purposes. Derivatives also may be used for a variety of purposes that do not constitute speculation, such as hedging,
managing risk
, seeking to stay fully invested, seeking to reduce transaction costs, seeking to simulate an investment in equity or debt securities or other investments, 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 funds advisor will succeed. The counterparties to the funds derivatives will not be considered the issuers thereof for purposes of 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.
B-7
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 funds advisor does not correctly evaluate the creditworthiness of the issuer on which the credit derivative is based.
Derivatives may be subject to liquidity risk, which exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with 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, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading
Borrowing
.
Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to a funds interest. A fund bears the risk that its advisor will incorrectly forecast future market trends or the values of assets, reference rates, indexes, or other financial or economic factors in establishing derivative positions for the fund. If the advisor attempts to use a derivative as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the derivative will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many derivatives (in particular, OTC derivatives) are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
Exchange-Traded Funds
.
A fund may purchase shares of exchange-traded funds (ETFs), including ETF Shares issued by other Vanguard funds. Typically, a fund would purchase ETF shares for the same reason it would purchase (and as an alternative to purchasing) futures contracts: to obtain exposure to all or a portion of the stock or bond market. ETF shares enjoy several advantages over futures. Depending on the market, the holding period, and other factors, ETF shares can be less costly and more tax-efficient than futures. In addition, ETF shares can be purchased for smaller sums, offer exposure to market sectors and styles for which there is no suitable or liquid futures contract, and do not involve leverage.
An investment in an ETF generally presents the same 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
an
ETFs shares may trade at a discount or a premium to their net asset value; (2) an active trading market for an ETFs shares may not develop or be maintained; and (3) trading of an ETFs shares may be halted by the activation of individual or marketwide circuit breakers (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage)
. Trading of an ETFs shares may also be halted if
the shares are delisted from the exchange without first being listed on another exchange or if the listing exchanges officials
determine that
such action
is
appropriate in the interest of a fair and orderly market or
for the
protect
ion of
investors.
B-8
Most ETFs are investment companies. Therefore, a funds purchases of ETF shares generally are subject to the limitations on, and the risks of, a funds investments in other investment companies, which are described under the heading
Other Investment Companies
.
Vanguard ETF
®
* Shares are exchange-traded shares that represent an interest in an investment portfolio held by Vanguard funds. A funds investments in Vanguard ETF Shares are also generally subject to the descriptions, limitations, and risks described under the heading
Other Investment Companies
, except as provided by an exemption granted by the SEC that permits registered investment companies to invest in a Vanguard fund that issues ETF Shares beyond the limits of Section 12(d)(1) of the 1940 Act, subject to certain terms and conditions.
* U.S.
Patent
No
s
. 6,879,96
4;
7,337,138; 7,720,749; 7,925,573; 8,090,646
; and 8,417,623
.
Foreign Securities.
Typically, foreign securities are considered to be equity or debt securities issued by entities organized, domiciled, or with a principal executive office outside the United States, such as foreign corporations and governments. Securities issued by certain companies organized outside the United States may not be deemed to be foreign securities if the companys principal operations are conducted from the United States or when the companys equity securities trade principally on a U.S. stock exchange. Foreign securities may trade in U.S. or foreign securities markets. A fund may make foreign investments either directly by purchasing foreign securities or indirectly by purchasing depositary receipts or depositary shares of similar instruments (depositary receipts) for foreign securities. Direct investments in foreign securities may be made either on foreign securities exchanges or in the OTC markets. Investing in foreign securities involves certain special risk considerations that are not typically associated with investing in securities of U.S. companies or governments.
Because foreign issuers are not generally subject to uniform accounting, auditing, and financial reporting standards and practices comparable to those applicable to U.S. issuers, there may be less publicly available information about certain foreign issuers than about U.S. issuers. Evidence of securities ownership may be uncertain in many foreign countries. As a result, there are multiple risks that could result in a loss to the fund, including, but not limited to, the risk that a funds trade details could be incorrectly or fraudulently entered at the time of the transaction. Securities of foreign issuers are generally less liquid than securities of comparable U.S. issuers,
and foreign investments may be effected through structures that may be complex or confusing
. In certain countries, there is less government supervision and regulation of stock exchanges, brokers, and listed companies than in the United States. 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
the
most favorable execution costs for a funds portfolio transactions in foreign securities under the circumstances, commissions and other transaction costs are generally higher than those on U.S. securities. In addition, it is expected that the custodian arrangement expenses for a fund that invests primarily in foreign securities will be somewhat greater than the expenses for a fund that invests primarily in domestic securities. Certain foreign governments levy withholding
or other
taxes against dividend and interest income from
or transactions in
foreign securities. Although in some countries a portion of these taxes is recoverable by the fund, the nonrecovered portion of foreign withholding taxes will reduce the income received from
such securities
.
The value of the foreign securities held by a fund that are not U.S. dollar-denominated may be significantly affected by changes in currency exchange rates. The U.S. dollar value of a foreign security generally decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated, and it tends to increase when the value of the U.S. dollar falls against such currency (as discussed under the heading
Foreign SecuritiesForeign Currency Transactions
, a fund may attempt to hedge its currency risks). In addition, the value of fund assets may be affected by losses and other expenses incurred in converting between various currencies in order to purchase and sell foreign securities, as well as by currency restrictions, exchange control regulation, currency devaluations, and political and economic developments.
Foreign SecuritiesEmerging Market Risk.
Investing in emerging market countries involves certain risks not typically associated with investing in the United States, and it imposes risks greater than, or in addition to, risks of investing in more developed foreign countries. These risks include, but are not limited to, the following: nationalization or expropriation of assets or confiscatory taxation; currency devaluations and other currency exchange rate fluctuations; greater social, economic, and political uncertainty and instability (including amplified risk of war and terrorism); more substantial government involvement in the economy; less government supervision and regulation of the securities markets and participants in those markets and possible arbitrary and unpredictable enforcement of securities regulations; controls on foreign investment and limitations on repatriation of invested capital and on the funds ability to
B-9
exchange local currencies for U.S. dollars; unavailability of currency-hedging techniques in certain emerging market countries;
generally
smaller, less seasoned, or newly organized
companies; d
ifference in, or lack of, auditing and financial reporting standards, which may result in unavailability of material information about issuers;
difficulty in
obtain
ing
and/or enforc
ing
a judgment in a court outside the United States; and greater price volatility, substantially less liquidity, and significantly smaller market capitalization of securities markets. Also, any change in the leadership or politics of emerging market countries, or the countries that exercise a significant influence over those countries, may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and adversely affect existing investment opportunities. Furthermore, high rates of inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Custodial services and other investment-related costs are often more expensive in emerging market countries, which can reduce a funds income from investments in securities or debt instruments of emerging market country issuers.
Foreign SecuritiesForeign Currency Transactions.
The value in U.S. dollars of a funds non-dollar-denominated foreign securities may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the fund may incur costs in connection with conversions between various currencies. To seek to minimize the impact of such factors on net asset values, a fund may engage in foreign currency transactions in connection with its investments in foreign securities. A fund will not speculate in foreign currency exchange and will enter into foreign currency transactions only to attempt to hedge the currency risk associated with investing in foreign securities. Although such transactions tend to minimize the risk of loss that would result from a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.
Currency exchange transactions may be conducted either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the interbank market. Currency exchange transactions also may be effected through the use of swap agreements or other derivatives.
Currency exchange transactions may be considered borrowings. A currency exchange transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading
Borrowing
.
By entering into a forward contract for the purchase or sale of foreign currency involved in underlying security transactions, a fund may be able to protect itself against part or all of the possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as transaction hedging. In addition, when the advisor reasonably believes that a particular foreign currency may suffer a substantial decline against the U.S. dollar, a fund may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. This practice is sometimes referred to as portfolio hedging. Similarly, when the advisor reasonably believes that the U.S. dollar may suffer a substantial decline against a foreign currency, a fund may enter into a forward contract to buy that foreign currency for a fixed dollar amount.
A fund may also attempt to hedge its foreign currency exchange rate risk by engaging in currency futures, options, and cross-hedge transactions. In cross-hedge transactions, a fund holding securities denominated in one foreign currency will enter into a forward currency contract to buy or sell a different foreign currency (one that the advisor reasonably believes generally tracks the currency being hedged with regard to price movements). The advisor may select the tracking (or substitute) currency rather than the currency in which the security is denominated for various reasons, including in order to take advantage of pricing or other opportunities presented by the tracking currency or
to take advantage of a more liquid or more efficient m
arket for the tracking currency
.
Such cross-hedges are expected to help protect a fund against an increase or decrease in the value of the U.S. dollar against certain foreign currencies.
A fund may hold a portion of its assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these assets are converted back into U.S. dollars, the value of the
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assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.
The forecasting of currency market movement is extremely difficult, and whether any hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a forward currency contract. Accordingly, a fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if its advisors predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks and may leave a fund in a less advantageous position than if such a hedge had not been established. Because forward currency contracts are privately negotiated transactions, there can be no assurance that a fund will have flexibility to roll over a forward currency contract upon its expiration if it desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its services thereunder.
Foreign SecuritiesForeign Investment Companies.
Some of the countries in which a fund may invest may not permit, or may place economic restrictions on, direct investment by outside investors. Fund investments in such countries may be permitted only through foreign government-approved or authorized investment vehicles, which may include other investment companies. Such investments may be made through registered or unregistered closed-end investment companies that invest in foreign securities. Investing through such vehicles may involve layered fees or expenses and may also be subject to the limitations on, and the risks of, a funds investments in other investment companies, which are described under the heading
Other Investment Companies.
Futures Contracts and Options on Futures Contracts.
Futures contracts and options on futures contracts are derivatives. A futures contract is a standardized agreement between two parties to buy or sell at a specific time in the future a specific quantity of a commodity at a specific price. The commodity may consist of an asset, a reference rate, or an index. A security futures contract relates to the sale of a specific quantity of shares of a single equity security or a narrow-based securities index. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying commodity. The buyer of a futures contract enters into an agreement to purchase the underlying commodity on the settlement date and is said to be long the contract. The seller of a futures contract enters into an agreement to sell the underlying commodity on the settlement date and is said to be short the contract. The price at which a futures contract is entered into is established either in the electronic marketplace or by open outcry on the floor of an exchange between exchange members acting as traders or brokers. Open futures contracts can be liquidated or closed out by physical delivery of the underlying commodity or payment of the cash settlement amount on the settlement date, depending on the terms of the particular contract. Some financial futures contracts (such as security futures) provide for physical settlement at maturity. Other financial futures contracts (such as those relating to interest rates, foreign currencies, and broad-based securities indexes) generally provide for cash settlement at maturity. In the case of cash-settled futures contracts, the cash settlement amount is equal to the difference between the final settlement 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 contracts market value. If the value of either partys position declines, that party will be 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, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading
Borrowing
.
An option on a futures contract (or futures option) conveys the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specific futures contract at a specific price (called the exercise or strike price) any time before the option expires. The seller of an option is called an option writer. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer. If an option sold
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by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is in-the-money at the expiration date. A call option is in-the-money if the value of the underlying futures contract exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying futures contract. Generally, any profit realized by an option buyer represents a loss for the option writer.
A fund that takes the position of a writer of a futures option is required to deposit and maintain initial and variation margin with respect to the option, as previously described in the case of futures contracts. A futures option transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading
Borrowing
.
Each Fu
nd intends to comply with Rule 4.5
under
the Commodity
Exchange Act (CEA)
, under which a mutual fund is conditionally excluded from the definition of the term Commodity Pool Operato
r (CPO). Accordingly, Vanguard is not subject to registration or regulation as a CPO with respect to the Fund under the CEA.
A Fund will only enter into futures contracts and futures options that are traded on a U.S. or foreign exchange, board of trade, or similar entity or
that are
quoted on an automated quotation system.
Futures Contracts and Options on Futures ContractsRisks.
The risk of loss in trading futures contracts and in writing futures options can be substantial because of the low margin deposits required, the extremely high degree of leverage involved in futures and options pricing, and the potential high volatility of the futures markets. As a result, a relatively small price movement in a futures position may result in immediate and substantial loss (or gain) for the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit if the contract were closed out. Thus, a purchase or sale of a futures contract, and the writing of a futures option, may result in losses in excess of the amount invested in the position. In the event of adverse price movements, a fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements (and segregation requirements, if applicable) at a time when it may be disadvantageous to do so. In addition, on the settlement date, a fund may be required to make delivery of the instruments underlying the futures positions it holds.
A fund could suffer losses if it is unable to close out a futures contract or a futures option because of an illiquid secondary market. Futures contracts and futures options may be closed out only on an exchange that provides a secondary market for such products. However, there can be no assurance that a liquid secondary market will exist for any particular futures product at any specific time. Thus, it may not be possible to close a futures or option position. Moreover, most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous days settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures traders to substantial losses. The inability to close futures and options positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment.
U.S.
Treasury futures are generally not subject to such daily limits.
A fund bears the risk that its advisor will incorrectly predict future market trends. If the advisor attempts to use a futures
contract or a futures option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the futures position will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving futures products can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments.
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A fund could lose margin payments it has deposited with its FCM if, for example, the FCM breaches its agreement with the fund or becomes insolvent or goes into bankruptcy. In that event, the fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCMs other customers, potentially resulting in losses to the fund.
Interfund Borrowing and Lending.
The SEC has granted an exemption permitting
registered open-end
Vanguard funds to participate in Vanguards interfund lending program. This program allows the Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes. The program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the program unless it receives a more favorable interest rate than is typically available from a bank for a comparable transaction; (2) no 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 funds interfund loans to any one fund shall not exceed 5% of the lending funds net assets. In addition, a Vanguard fund may participate in the program only if and to the extent that such participation is consistent with the funds investment objective and investment policies. The boards of trustees of the Vanguard funds are responsible for overseeing the interfund lending program. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
Investing for Control.
The Vanguard funds invest in securities and other instruments for the sole purpose of achieving a specific investment objective. As such, they do not seek to acquire enough of a companys outstanding voting stock to have control over management decisions. The Vanguard funds do not invest for the purpose of controlling a companys management.
Options.
An option is a derivative. An option on a security (or index) is a contract that gives the holder of the option, in return for the payment of a premium, the right, but not the obligation, to buy from (in the case of a call option) or sell to (in the case of a put option) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price prior to the expiration date of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case of a call option) or to pay the exercise price upon delivery of the underlying security (in the case of a put option). The writer of an option on an index has the obligation upon exercise of the option to pay an amount equal to the cash value of the index minus the exercise price, multiplied by the specified multiplier for the index option. The multiplier for an index option determines the size of the investment position the option represents. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. Although this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally involve greater credit risk than exchange-traded options, which are guaranteed by the clearing organization of the exchanges where they are traded.
The buyer (or holder) of an option is said to be long the option, while the seller (or writer) of an option is said to be short the option. A call option grants to the holder the right to buy (and obligates the writer to sell) the underlying security at the strike price. A put option grants to the holder the right to sell (and obligates the writer to buy) the underlying security at the strike price. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer, but that person could also seek to profit from an anticipated rise or decline in option prices. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is in-the-money at the expiration date. A call option is in-the-money if the value of the underlying position exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying position. Generally, any profit realized by an option buyer represents a loss for the option writer. The writing of an option will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading
Borrowing
.
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If a trading market in particular options were to become unavailable, investors in those options (such as the funds) would be unable to close out their positions until trading resumes, and they may be faced with substantial losses if the value of the underlying instrument moves adversely during that time. Even if the market were to remain available, there may be times when options prices will not maintain their customary or anticipated relationships to the prices of the underlying instruments and related instruments. Lack of investor interest, changes in volatility, or other factors or conditions might adversely affect the liquidity, efficiency, continuity, or even the orderliness of the market for particular options.
A fund bears the risk that its advisor will not accurately predict future market trends. If the advisor attempts to use an option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the option will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial losses for the fund. Although hedging strategies involving options can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many options, in particular OTC options, are complex and often valued based on subjective factors. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
Other Investment Companies
.
A fund may invest in other investment companies to the extent permitted by applicable law or SEC exemption. Under Section 12(d)(1) of the 1940 Act, a fund generally may invest up to 10% of its assets in shares of investment companies and up to 5% of its assets in any one investment company, as long as no investment represents more than 3% of the voting stock of an acquired investment company. In addition, no funds for which Vanguard acts as an advisor may, in the aggregate, own more than 10% of the voting stock of a closed-end investment company. The 1940 Act and related rules provide certain exemptions from these restrictions. If a fund invests in other investment companies, shareholders will bear not only their proportionate share of the funds expenses (including operating expenses and the fees of the advisor), but
they
also
may
indirectly bear the similar expenses of the underlying investment companies. Certain investment companies, such as business development companies (BDCs), are more akin to operating companies and, as such, their expenses are not direct expenses paid by fund shareholders and are not used to calculate the funds net asset value. SEC rules nevertheless require that any expenses incurred by a BDC be included in a funds expense ratio as Acquired Fund Fees and Expenses. The expense ratio of a fund that holds a BDC will
thus
overstate what the fund actually spends on portfolio management, administrative services, and other shareholder services by an amount equal to these Acquired Fund Fees and Expenses. The Acquired Fund Fees and Expenses are not included in a funds financial statements, which provide a clearer picture of a funds actual operating expenses. Shareholders would also be exposed to the risks associated not only with the investments of the fund but also with the portfolio investments of the underlying investment companies. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that typically trade on a stock exchange or over-the-counter at a premium or discount to their net asset value. Others are continuously offered at net asset value but also may be traded on the secondary market.
Preferred Stock.
Preferred stock represents an equity or ownership interest in an issuer. Preferred stock normally pays dividends at a specified rate and has precedence over common stock in the event the issuer is liquidated or declares bankruptcy. However, in the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. Preferred stock, unlike common stock, often has a stated dividend rate payable from the corporations earnings. Preferred stock dividends may be cumulative or noncumulative, participating, or auction rate. Cumulative dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuers common stock. Participating preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. Preferred stock is subject to many of the risks to which common stock and debt securities are subject. In addition, preferred stock may be subject to more abrupt or erratic price movements than common stock or debt securities
because
preferred stock may trade
with
less frequen
cy
and in more limited volume.
Repurchase Agreements.
A repurchase agreement is an agreement under which a fund acquires a fixed income security (generally a security issued by the U.S. government or an agency thereof, a bankers acceptance, or a certificate of deposit) from a commercial bank,
a
broker, or
a
dealer
a
nd 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
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and is unrelated to the interest rate on the underlying instrument. In these transactions, the securities acquired by a fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement and be held by a custodian bank until repurchased. In addition, the investment advisor will monitor a funds repurchase agreement transactions generally and will evaluate the creditworthiness of any bank, broker, or dealer party to a repurchase agreement relating to a fund. The aggregate amount of any such agreements is not limited, except to the extent required by law.
The use of repurchase agreements involves certain risks. One risk is the sellers ability to pay the agreed-upon repurchase price on the repurchase date. If the seller defaults, the fund may incur costs in disposing of the collateral, which would reduce the amount realized thereon. If the seller seeks relief under the bankruptcy laws, the disposition of the collateral may be delayed or limited. For example, if the other party to the agreement becomes insolvent and subject to liquidation or reorganization under the bankruptcy or other laws, a court may determine that the underlying security is collateral for a loan by the fund not within its control, and therefore the realization by the fund on such collateral may be automatically stayed. Finally, it is possible that the fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.
Restricted and Illiquid Securities.
Illiquid securities are securities that cannot be sold or disposed of in the ordinary course of business within seven business days at approximately the value at which they are being carried on a funds books. The SEC generally limits aggregate holdings of illiquid securities by a mutual fund to 15% of its net assets (5% for money market funds). A fund may experience difficulty valuing and selling illiquid securities and, in some cases, may be unable to value or sell certain illiquid securities for an indefinite period of time. Illiquid securities may include a wide variety of investments, such as (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features), (2) OTC options contracts and certain other derivatives (including certain swap agreements), (3) fixed time deposits that are not subject to prepayment or do not provide for withdrawal penalties upon prepayment (other than overnight deposits), (4) loan interests and other direct debt instruments, (5)
certain municipal
lease obligations, (6) commercial paper issued pursuant to Section 4(2) of the 1933 Act, and (7) securities whose disposition is restricted under the federal securities laws. Illiquid securities include restricted, privately placed securities that, under the federal securities laws, generally may be resold only to qualified institutional buyers. If a substantial market develops for a restricted security held by a fund, it may be treated as a liquid security, in accordance with procedures and guidelines approved by the board of trustees. This generally includes securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, such as commercial paper. Although a funds advisor monitors the liquidity of restricted securities, the board of trustees oversees and retains ultimate responsibility for the advisors liquidity determinations. Several factors that the trustees consider in monitoring these decisions include the valuation of a security; the availability of qualified institutional buyers, brokers, and dealers that trade in the security; and the availability of information about the securitys issuer.
Reverse Repurchase Agreements.
In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. Under a reverse repurchase agreement, the fund continues to receive any principal and interest payments on the underlying security during the term of the agreement. Reverse repurchase agreements involve the risk that the market value of securities retained by the fund may decline below the repurchase price of the securities sold by the fund that it is obligated to repurchase. A reverse repurchase agreement may be considered a borrowing transaction for purposes of the 1940 Act. A reverse repurchase agreement transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading
Borrowing.
A fund will enter into reverse repurchase agreements only with parties whose creditworthiness has been reviewed and found satisfactory by the advisor. If the buyer in a reverse repurchase agreement becomes insolvent or files for bankruptcy, a funds use of proceeds from the sale may be restricted while the other party or its trustee or receiver determines if it will honor the funds right to repurchase the securities. If the fund is unable to recover the securities it sold in a reverse repurchase agreement, it would realize a loss equal to the difference between the value of the securities and the payment it received for them.
Securities Lending.
A fund may lend its investment securities to qualified institutional investors (typically brokers, dealers, banks, or other financial institutions) who may need to borrow securities in order to complete certain
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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. Currently, Vanguard funds that lend securities invest the cash collateral received in one or more Vanguard CMT Funds, which are very low-cost money market funds.
The terms and the structure of the loan arrangements, as well as the aggregate amount of securities loans, must be consistent with the 1940 Act and the rules or interpretations of the SEC thereunder. These provisions limit the amount of securities a fund may lend to 33 1/3% of the funds total
assets
and require that (1) the borrower pledge and maintain with the fund collateral consisting of cash, an irrevocable letter of credit, or securities issued or guaranteed by the U.S. government having at all times not less than 100% of the value of the securities lent; (2) the borrower add to such collateral whenever the price of the securities lent rises (i.e., the borrower marks to market on a daily basis); (3) the loan be made subject to termination by the fund at any time; and (4) the fund receives reasonable interest on the loan (which may include the funds investing any cash collateral in interest-bearing short-term investments), any distribution on the lent securities, and any increase in their market value. Loan arrangements made by each fund will comply with all other applicable regulatory requirements, including the rules of the New York Stock Exchange, which presently require the borrower, after notice, to redeliver the securities within the normal settlement time of three business days. The advisor will consider the creditworthiness of the borrower, among other things, in making decisions with respect to the lending of securities, subject to oversight by the board of trustees. At the present time, the SEC does not object if an investment company pays reasonable negotiated fees in connection with lent securities, so long as such fees are set forth in a written contract and approved by the investment companys trustees. In addition, voting rights pass with the lent securities, but if a fund has knowledge that a material event will occur affecting securities on loan, and in respect
to
which the holder of the securities will be entitled to vote or consent, the lender must be entitled to call the loaned securities in time to vote or consent. A fund bears the risk that there may be a delay in the return of the securities, which may impair the funds ability to vote on such a matter.
Pursuant to Vanguards securities lending policy, Vanguards fixed income and money market funds are not permitted to, and do not, lend their investment securities.
Swap Agreements.
A swap agreement
, which is a type of
derivative
,
is an agreement between two parties (counterparties) to exchange payments at specified dates (periodic payment dates) on the basis of a specified amount (notional amount) with the payments calculated with reference to a specified asset, reference rate, or index.
Examples of swap agreements include, but are not limited to, interest rate swaps, credit default swaps, equity swaps, commodity swaps, foreign currency swaps, index swaps, excess return swaps, and total return swaps. Most swap agreements provide that when the periodic payment dates for both parties are the same, payments are netted, and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, a funds current obligations (or rights) under 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.
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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 funds limitation on investments in illiquid securities.
Swap agreements may be subject to pricing risk, which exists when a particular swap becomes extraordinarily expensive or
inexpensive
relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity or to realize the intrinsic value of the 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, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading
Borrowing.
Like most other investments, swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a funds interest. A fund bears the risk that its advisor will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing 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. Although 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, OTC swaps in particular, 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 funds advisor does not correctly evaluate the creditworthiness of the issuer on which the credit swap is based.
The market for swaps and swaptions is a relatively new market. It is possible that developments in the market could adversely affect a fund, including its ability to terminate existing swap agreements or to realize amounts to be received under such agreements. As previously noted under the heading
Derivatives,
under the Dodd-Frank Act, certain swaps that may be used by a fund may be cleared through a clearinghouse and traded on an exchange or swap execution facility.
Tax MattersFederal Tax Discussion.
Discussion herein of U.S. federal income tax matters summarizes some of the important, generally applicable U.S. federal tax considerations relevant to investment in a fund based on the IRC, U.S. Treasury regulations, and other applicable authority. These authorities are subject to change by legislative, administrative, or judicial action, possibly with retroactive effect. A shareholder should consult his or her tax professional
for information
regarding the particular situation
and
the possible application of U.S. federal, state, local, foreign, and other taxes.
Tax MattersFederal Tax Treatment of Derivatives, Hedging, and Related Transactions.
A funds transactions in derivative instruments (including, but not limited to, options, futures, forward contracts, and swap agreements), as well as any of the funds hedging, short sale, securities loan, or similar transactions, may be subject to one or more special tax rules that affect the treatment of gains or losses recognized by the fund as ordinary or capital. These transactions may also accelerate the recognition of income or gains to the fund, defer losses to the fund, and cause adjustments in the holding period of the funds securities.
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I
n 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 incomei.e., dividends, interest, income derived from securities loans, gains from the sale of securities or foreign currencies, or other income derived with respect to the funds business of investing in securities or currencies. The funds generally expect that any net gain from options, futures, and forward contracts will be treated as qualifying income.
Tax MattersFederal Tax Treatment of Futures Contracts.
For federal income tax purposes, a
fund generally must recognize
,
as of the end of each taxable year, any net unrealized gains and losses on certain futures contracts, as well as any gains and losses actually realized during the year. In these cases, any gain or loss recognized with respect to a futures contract is considered to be 60% long-term capital gain or loss and 40% short-term capital gain or loss, without regard to the holding period of the contract. Gains and losses on certain other futures contracts (primarily non-U.S. futures contracts) are not recognized until the contracts are closed and are treated as long-term or short-term, depending on the holding period of the contract. Sales of futures contracts that are intended to hedge against a change in the value of securities held by a fund may affect the holding period of such securities and, consequently, the nature of the gain or loss on such securities upon disposition. A fund may be required to defer the recognition of losses on one position, such as futures contracts, to the extent of any unrecognized gains on a related offsetting position held by the fun
d.
A
fund will distribute to shareholders annually any net capital gains that have been recognized for federal income tax purposes on futures transactions. Such distributions will be combined with distributions of capital gains realized on the funds other investments and shareholders will be advised on the nature of the distributions.
Tax MattersFederal Tax Treatment of Non-U.S. Currency Transactions.
Special rules govern the federal income tax treatment of certain transactions denominated in a currency other than the U.S. dollar, determined by reference to the value of one or more currencies other than the U.S. dollar and the disposition of a currency other than the U.S. dollar by a taxpayer whose functional currency is the U.S. dollar. 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
U.S.
Treasury 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
U.S.
Treasury regulations) will be integrated and treated as a single transaction or otherwise treated consistently for purposes of the IRC.
Certain currency transactions may qualify as part of a section 1221 hedging transaction, which also has the effect of treating their components consistently
. 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 a 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 s
pecial currency rules described within this policy.
To the extent a fund engages in non-U.S. currency hedging, the fund may elect or be required to apply other rules that could affect the character and timing of the funds gains and losses. For more information, see
Tax MattersFederal Tax Treatment of Derivatives, Hedging, and Related Transactions.
Tax MattersForeign Tax Credit.
Foreign governments may withhold taxes on dividends and interest paid with respect to foreign securities held by a fund. Foreign governments may also impose taxes on other payments or gains with respect to foreign securities. If, at the close of its fiscal year, more than 50% of a funds total assets are invested in securities of foreign issuers, the fund may elect to pass through
to shareholders the ability to deduct
or, if they meet certain holding period requirements, t
ake a credit for foreign taxes paid by the fund. S
imilarly, if at the close of each quarter of a funds taxable year, at least 50% of its total assets consist of interests in other regulated investment companies, the fund is permitted to elect to pass through to its shareholders the foreign income taxes paid by the fund in connection with foreign securities held directly by the fund or held by a regulated investment company in which the fund invests th
at ha
s elected to pass through such taxes to shareholders.
Tax MattersReal Estate Mortgage Investment Conduits.
If a fund invests directly or indirectly, including through a REIT or other pass-through entity, in residual interests in real estate mortgage investment conduits (REMICs) or equity interests in taxable mortgage pools (TMPs), a portion of the funds income that is attributable to a residual interest in a
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REMIC or an equity interest in a TMP (such portion referred to in the IRC as an excess inclusion) will be subject to U.S. federal income tax in all events
including potentially at the fund level
under a notice issued by the IRS in October 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a registered investment company will be allocated to shareholders of the registered investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, a fund investing in such interests may not be a suitable investment for charitable remainder trusts, as noted below. In general, excess inclusion income allocated to shareholders (1) cannot be offset by net operation losses (subject to a limited exception for certain thrift institutions); (2) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan, or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that otherwise might not be required to file a tax return and pay tax on such income; and (3) in the case of a non-U.S. investor, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the Code. As a result, a fund investing in such interests may not be suitable for charitable remainder trusts. See
Tax MattersTax-Exempt Investors.
Tax MattersTax Considerations for Non-U.S. Investors
.
U.S. withholding and estate taxes
and certain U.S. tax reporting requirements
may apply to any investments made by non-U.S. investors in Vanguard funds.
Tax MattersTax-Exempt Investors.
Income of a fund that would be UBTI if earned directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt shareholder of the fund. Notwithstanding this blocking effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a fund if shares in the fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of IRC Section 514(b).
A tax-exempt shareholder may also recognize UBTI if a fund recognizes excess inclusion income derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs. See
Tax MattersReal Estate Mortgage Investment Conduits.
In addition, special tax consequences apply to charitable remainder trusts that invest in a fund that invests directly or indirectly in residual interests in REMICs or equity interests in TMPs. Charitable remainder trusts and other tax-exempt investors are urged to consult their tax advisors concerning the consequences of investing in a fund.
Warrants.
Warrants are instruments that give the holder the right, but not the obligation, to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.
When-Issued, Delayed-Delivery, and Forward-Commitment Transactions.
When-issued, delayed-delivery, and forward-commitment transactions involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. When a fund has sold a security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, the fund could miss a favorable price or yield opportunity or suffer a loss. A fund may renegotiate a when-issued or forward-commitment transaction and may sell the underlying securities before delivery, which may result in capital gains or losses for the fund. When-issued, delayed-delivery, and forward-commitment transactions will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the fund, if the fund covers the transaction in accordance with the requirements described under the heading
Borrowing.
Regulatory restrictions in India.
Shares of Vanguard Windsor Fund have not been, and will not be, registered under the laws of India and are not intended to benefit from any laws in India promulgated for the protection of shareholders. Due
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to regulatory requirements in India, shares of the Fund shall not be knowingly offered to (directly or indirectly) or sold or delivered to (within India); transferred to or purchased by; or held for, on the account of, or for the benefit of (i) a person resident in India (as defined in the Foreign Exchange Management Act, 1999), (ii) a non-resident Indian, an overseas corporate body, or a person of Indian origin, (as each such term is defined in the Foreign Exchange Management (Deposit) Regulations, 2000), or (iii) any other entity or person disqualified or otherwise prohibited from accessing the Indian securities market under applicable laws, as may be amended from time to time. Each investor, prior to purchasing shares of the Fund, must satisfy itself regarding compliance with these requirements.
SHARE PRICE
Multiple-class funds do not have a single share price. Rather, each class has a share price, called its net asset value, or NAV, that is calculated each business day as of the close of regular trading on the New York Stock Exchange (the Exchange), generally 4 p.m., Eastern time. NAV per share is computed by dividing the total assets, minus liabilities, allocated to each share class by the number of Fund shares outstanding for that class. On
U.S.
holidays or other days when the Exchange is closed, the NAV is not calculated, and the Funds do not
sell or redeem shares
. However, on those days the value of a Funds assets may be affected to the extent that the Fund holds foreign securities that trade on foreign markets that are open.
The Exchange typically observes the following holidays: New Years Day; Martin Luther King, Jr., Day; Presidents Day (Washingtons Birthday); Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Although each Fund expects the same holidays to be observed in the future, the Exchange may modify its holiday schedule or hours of operation at any time.
PURCHASE AND REDEMPTION OF SHARES
Purchase of Shares
The purchase price of shares of each Fund is the NAV per share next determined after the purchase request is received in good order, as defined in the Funds prospectus.
Exchange of Securities for Shares of a Fund.
Shares of
a
Fund may be purchased in kind (i.e., in exchange for securities, rather than for cash) at the discretion of the Funds portfolio manager. Such securities must not be restricted as to transfer and must have a value that is readily ascertainable. Securities accepted by the Fund will be valued, as set forth in the Funds prospectus, as of the time of the next determination of NAV after such acceptance. All dividend, subscription, or other rights that are reflected in the market price of accepted securities at the time of valuation become the property of the Fund and must be delivered to the Fund by the investor upon receipt from the issuer. A gain or loss for federal income tax purposes, depending upon the cost of the securities tendered, would be realized by the investor upon the exchange. Investors interested in purchasing fund shares in kind should contact Vanguard.
Redemption of Shares
The redemption price of shares of each Fund is the NAV
per share
next determined after the redemption request is received in good order, as defined in the Funds prospectus.
Each Fund 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; or (3) for such other periods as the SEC may permit.
The Trust has filed a notice of election with the SEC to pay in cash all redemptions requested by any shareholder of record limited in amount during any 90-day period to the lesser of $250,000 or 1% of the net assets of a Fund at the beginning of such period.
If Vanguard determines that it would be detrimental to the best interests of the remaining shareholders of a Fund to make payment wholly or partly in cash, the Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities held by the Fund in lieu of cash in conformity with applicable rules of the SEC. Investors may incur brokerage charges on the sale of such securities received in payment of redemptions.
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The Funds do not charge a redemption fee. Shares redeemed may be worth more or less than what was paid for them, depending on the market value of the securities held by the Funds
Right to Change Policies
Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are deemed to be in the best interest of a fund.
Investing With Vanguard Through Other Firms
Each Fund has authorized certain agents to accept on its behalf purchase and redemption orders, and those agents are authorized to designate other intermediaries to accept purchase and redemption orders on the Funds behalf (collectively, Authorized Agents). Each Fund will be deemed to have received a purchase or redemption order when an Authorized Agent accepts the order in accordance with the Funds instructions. In most instances, a customer order that is properly transmitted to an Authorized Agent will be priced at the NAV
per share
next determined after the order is received by the Authorized Agent.
MANAGEMENT OF THE FUNDS
Vanguard
Each Fund is part of the Vanguard group of investment companies, which consists of more than 170 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 Vanguards total expenses, which are allocated among the funds under methods approved by the board of trustees of each fund. In addition, each fund bears its own direct expenses, such as legal, auditing, and custodial fees.
The funds officers are also officers and employees of Vanguard.
Vanguard, Vanguard Marketing Corporation (VMC), the funds, and the funds advisors have adopted codes of ethics designed to prevent employees who may have access to nonpublic information about the trading activities of the funds (access persons) from profiting from that information. The codes of ethics permit access persons to invest in securities for their own accounts, including securities that may be held by a fund, but place substantive and procedural restrictions on the trading activities of access persons. For example, the codes of ethics require that access persons receive advance approval for most securities trades to ensure that there is no conflict with the trading activities of the funds.
Vanguard was established and operates under an Amended and Restated Funds Service Agreement. The Amended and Restated Funds Service Agreement provides that each Vanguard fund may be called upon to invest up to 0.40% of its current net assets in Vanguard. The amounts that each fund has invested are adjusted from time to time in order to maintain the proportionate relationship between each funds relative net assets and its contribution to Vanguards capital.
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|
|
|
|
As of
October 31, 2013
, each Fund had contributed capital to Vanguard as follows:
|
|
|
|
|
|
Capital
|
Percentage of
|
Percent of
|
|
Contribution
|
Funds Average
|
Vanguards
|
Vanguard Fund
|
to Vanguard
|
Net Assets
|
Capitalization
|
Windsor Fund
|
$1,842,000
|
0.01%
|
0.74
%
|
Windsor II Fund
|
5,171,000
|
0.01
|
2.07
|
Management
.
Corporate management and administrative services include (1) executive staff, (2) accounting and financial, (3) legal and regulatory, (4) shareholder account maintenance, (5) monitoring and control of custodian relationships, (6) shareholder reporting, and (7) review and evaluation of advisory and other services provided to the funds by third parties.
Distribution
.
Vanguard Marketing Corporation, 400 Devon Park Drive A39, Wayne, PA 19087, a wholly owned subsidiary of Vanguard, is the principal underwriter for the funds and in that capacity performs and finances marketing, promotional, and distribution activities (collectively, marketing and distribution activities) that are primarily intended to result in the sale of the funds shares.
VMC offers shares of each fund for sale on a continuous basis and will use all reasonable efforts in connection with the distribution of shares of the funds
. VMC performs marketing and distribution activities at cost in accordance with the conditions of a 1981 SEC exemptive order that permits the Vanguard funds to internalize and jointly finance the marketing, promotion, and distribution of their shares. The funds trustees review and approve the marketing and distribution expenses incurred by the funds, including the nature and cost of the activities and the desirability of each funds continued participation in the joint arrangement.
To ensure that each funds participation in the joint arrangement falls within a reasonable range of fairness, each fund contributes to VMCs marketing and distribution expenses in accordance with an SEC-approved formula. Under that formula, one half of the marketing and distribution expenses are allocated among the funds based upon their relative net assets. The remaining half of those expenses
are
allocated among the funds based upon each funds sales for the preceding 24 months relative to the total sales of the funds as a group, provided, however, that no funds aggregate quarterly rate of contribution for marketing and distribution expenses shall exceed 125% of the average marketing and distribution expense rate for Vanguard and that no fund shall incur annual marketing and distribution expenses in excess of 0.20% of its average month-end net assets. Each funds contribution to these marketing and distribution expenses helps to maintain and enhance the attractiveness and viability of the Vanguard complex as a whole, which benefits all of the funds and their shareholders.
VMCs principal marketing and distribution expenses are for advertising, promotional materials, and marketing personnel.
Other marketing and distribution activities 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
®
who maintain qualifying investments in the fund
s
.
-
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.
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VMC performs most marketing and distribution activities itself. Some activities may be conducted by third parties pursuant to shared marketing arrangements under which VMC agrees to share the costs and performance of marketing and distribution activities in concert with a financial service provider. Financial service providers include, but are not limited to, investment advisors, broker-dealers, financial planners, financial consultants, banks, and insurance companies. Under these cost- and performance-sharing arrangements, VMC may pay or reimburse a financial service provider (or a third party it retains) for marketing and distribution activities that VMC would otherwise perform. VMCs cost- and performance-sharing arrangements may be established in connection with Vanguard investment products or services offered or provided to or through the financial service providers. VMCs arrangements for shared marketing and distribution activities may vary among financial service providers, and its payments or reimbursements to financial service providers in connection with shared marketing and distribution activities may be significant. VMC
participates in an offshore arrangement
established with a third party to provide marketing, promotional, and other services to qualifying Vanguard funds that are distributed in certain foreign countries on a private-placement basis to government-sponsored and other institutional investors. In exchange for such services, the third party receives an annual base (fixed) fee and may also receive discretionary fees or performance adjustments.
In connection with its marketing and distribution activities, VMC may give financial service providers (or their representatives) (1) promotional items of nominal value that display Vanguards logo, such as golf balls, shirts, towels, pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.
VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers. Nonetheless, VMCs marketing and distribution activities are primarily intended to result in the sale of the funds shares, and as such, its activities, including shared marketing and distribution activities, may influence participating financial service providers (or their representatives) to recommend, promote, include, or invest in a Vanguard fund or share class. In addition, Vanguard or any of its subsidiaries may retain a financial service provider to provide consulting or other services, and that financial service provider also may provide services to investors. Investors should consider the possibility that any of these activities or relationships may influence a financial service providers (or its representatives) decision to recommend, promote, include, or invest in a Vanguard fund or share class. Each financial service provider should consider its suitability determinations, fiduciary duties, and other legal obligations (or those of its representatives) in connection with any decision to consider, recommend, promote, include, or invest in a Vanguard fund or share class.
The following table describes the expenses of Vanguard and VMC that are incurred by the Funds on an at-cost basis. Amounts captioned Management and Administrative Expenses include a Funds allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the funds. Amounts captioned Marketing and Distribution Expenses include a Funds allocated share of expenses associated with the marketing and distribution activities that VMC conducts on behalf of the Vanguard funds.
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, 2011, 2012, and 2013, and are presented as a percentage of each Funds average month-end net assets.
|
|
|
|
Annual Shared Fund Operating Expenses
|
(Shared Expenses Deducted From Fund Assets)
|
Vanguard Fund
|
2011
|
2012
|
2013
|
Windsor Fund
|
|
|
|
Management and Administrative Expenses
|
0.16%
|
0.17%
|
0.1
6
%
|
Marketing and Distribution Expenses
|
0.02
|
0.02
|
0.0
1
|
Windsor II Fund
|
|
|
|
Management and Administrative Expenses
|
0.16%
|
0.16%
|
0.16%
|
Marketing and Distribution Expenses
|
0.02
|
0.02
|
0.02
|
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Each Funds investment advisors may direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the Funds part of the commissions generated. Such rebates are used solely to reduce the Funds management and administrative expenses and are not reflected in these totals.
Officers and Trustees
Each Vanguard fund is governed by the board of trustees of its trust and a single set of officers. Consistent with the boards corporate governance principles, the trustees believe that their primary responsibility is oversight of the management of each fund for the benefit of its shareholders, not day-to-day management. The trustees set broad policies for the funds; select investment advisors; monitor fund operations, regulatory compliance, performance, and costs; nominate and select new trustees; and elect fund officers. Vanguard manages the day-to-day operations of the funds under the direction of the board of trustees.
The trustees play an active role, as a full board and at the committee level, in overseeing risk management for the funds. The trustees delegate the day-to-day risk management of the funds to various groups, including portfolio review, investment management, risk management, compliance, legal, fund accounting, and fund financial services. These groups provide the trustees with regular reports regarding investment, valuation, liquidity, and compliance, as well as the risks associated with each. The trustees also oversee risk management for the funds through regular interactions with the funds internal and external auditors.
The full board participates in the funds risk oversight, in part, through the Vanguard funds compliance program, which covers the following broad areas of compliance: investment and other operations; recordkeeping; valuation and pricing; communications and disclosure; reporting and accounting; oversight of service providers; fund governance; and codes of ethics, insider trading controls, and protection of nonpublic information. The program seeks to identify and assess risk through various methods, including through regular interdisciplinary communications between compliance professionals and business personnel who participate on a daily basis in risk management on behalf of the funds. The funds chief compliance officer regularly provides reports to the board in writing and in person.
The audit committee of the board, which is composed of all independent trustees, oversees management of financial risks and controls. The audit committee serves as the channel of communication between the independent auditors of the funds and the board with respect to financial statements and financial-reporting processes, systems of internal control, and the audit process. The head of internal audit reports directly to the audit committee and provides reports to the committee in writing and in person on a regular basis. Although the audit committee is responsible for overseeing the management of financial risks, the entire board is regularly informed of these risks through committee reports.
All of the trustees bring to each funds board a wealth of executive leadership experience derived from their service as executives (in many cases chief executive officers), board members, and leaders of diverse public operating companies, academic institutions, and other organizations. In determining whether an individual is qualified to serve as a trustee of the funds, the board considers a wide variety of information about the trustee, and multiple factors contribute to the boards decision. Each trustee is determined to have the experience, skills, and attributes necessary to serve the funds and their shareholders because each trustee demonstrates an exceptional ability to consider complex business and financial matters, evaluate the relative importance and priority of issues, make decisions, and contribute effectively to the deliberations of the board. The board also considers the individual experience of each trustee and determines that the trustees professional experience, education, and background contribute to the diversity of perspectives on the board. The business acumen, experience, and objective thinking of the trustees are considered invaluable assets for Vanguard management and, ultimately, the Vanguard funds shareholders. The specific roles and experience of each board member that factor into this determination are presented on the following pages. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482.
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Principal Occupation(s)
|
Number of
|
|
|
Vanguard
|
and Outside Directorships
|
Vanguard Funds
|
|
Position(s)
|
Funds Trustee/
|
During the Past Five Years
|
Overseen by
|
Name, Year of Birth
|
Held With Funds
|
Officer Since
|
and Other Experience
|
Trustee/Officer
|
Interested Trustee
1
|
|
|
|
|
F. William McNabb III(1957)
|
Chairman of the
|
July 2009
|
Mr. McNabb has served as Chairman of the Board of
|
179
|
|
Board, Chief
|
|
Vanguard and of each of the investment companies
|
|
|
Executive Officer,
|
|
served by Vanguard, since January 2010; Trustee of
|
|
|
and President
|
|
each of the investment companies served by
|
|
|
|
|
Vanguard, since 2009; Director of Vanguard since
|
|
|
|
|
2008; and Chief Executive Officer and President of
|
|
|
|
|
Vanguard and of each of the investment companies
|
|
|
|
|
served by Vanguard, since 2008. Mr. McNabb also
|
|
|
|
|
serves as
a
Director of Vanguard Marketing
|
|
|
|
|
Corporation. Mr. McNabb served as a Managing
|
|
|
|
|
Director of Vanguard from 1995 to 2008.
|
|
1 Mr. McNabb is considered an interested person, as defined in the 1940 Act, because he is an officer of the Trust.
|
|
|
|
|
Independent Trustees
|
|
|
|
|
Emerson U. Fullwood
|
Trustee
|
January 2008
|
Mr. Fullwood is the former Executive Chief Staff and
|
179
|
(1948)
|
|
|
Marketing Officer for North America and Corporate
|
|
|
|
|
Vice President (retired 2008) of Xerox Corporation
|
|
|
|
|
(document management products and services).
|
|
|
|
|
Previous positions held at Xerox by Mr. Fullwood
|
|
|
|
|
include President of the Worldwide Channels Group,
|
|
|
|
|
President of Latin America, Executive Chief Staff Officer
|
|
|
|
|
of Developing Markets, and President of Worldwide
|
|
|
|
|
Customer Services. Mr. Fullwood is the Executive in
|
|
|
|
|
Residence and 2010 Distinguished Minett Professor at
|
|
|
|
|
the Rochester Institute of Technology. Mr. Fullwood
|
|
|
|
|
serves as a director of SPX Corporation (multi-industry
|
|
|
|
|
manufacturing), Amerigroup Corporation (managed
|
|
|
|
|
health care), the University of Rochester Medical
|
|
|
|
|
Center, Monroe Community College Foundation, the
|
|
|
|
|
United Way of Rochester, and North Carolina A&T
|
|
|
|
|
University.
|
|
|
Rajiv L. Gupta
|
Trustee
|
December 2001
|
Mr. Gupta is the former Chairman and Chief Executive
|
179
|
(1945)
|
|
|
Officer (retired 2009) and President (20062008) of
|
|
|
|
|
Rohm and Haas Co. (chemicals). Mr. Gupta serves as a
|
|
|
|
|
director of Tyco International, Ltd. (diversified
|
|
|
|
|
manufacturing and services), Hewlett-Packard
|
|
|
|
|
Company (electronic computer manufacturing), and
|
|
|
|
|
Delphi Automotive LLP (automotive components)
and
|
|
|
|
|
as Senior Advisor at New Mountain Capital
.
|
|
|
Amy Gutmann
|
Trustee
|
June 2006
|
Dr. Gutmann has served as the President of the
|
179
|
(1949)
|
|
|
University of Pennsylvania since 2004. She is the
|
|
|
|
|
Christopher H. Browne Distinguished Professor of
|
|
|
|
|
Political Science
,
School of Arts and Sciences,
and
|
|
|
|
|
Professor of Communication, Annenberg School for
|
|
|
|
|
Communication,
with secondary
faculty
appointments
|
|
|
|
|
in the Department of Philosophy, School of Arts and
|
|
|
|
|
Sciences,
and at the Graduate School
|
|
|
|
|
of Education
,
University of Pennsylvania. Dr. Gutmann
|
|
|
|
|
also serves as a trustee of the National Constitution
|
|
|
|
|
Center. Dr. Gutmann is Chair of the Presidential
|
|
|
|
|
Commission for the Study of Bioethical Issues.
|
|
B-25
|
|
|
|
|
|
|
|
Principal Occupation(s)
|
Number of
|
|
|
Vanguard
|
and Outside Directorships
|
Vanguard Funds
|
|
Position(s)
|
Funds Trustee/
|
During the Past Five Years
|
Overseen by
|
Name, Year of Birth
|
Held With Funds
|
Officer Since
|
and Other Experience
|
Trustee/Officer
|
JoAnn Heffernan Heisen
|
Trustee
|
July 1998
|
Ms. Heisen is the former Corporate Vice President
|
179
|
(1950)
|
|
|
and Chief Global Diversity Officer (retired 2008)
|
|
|
|
|
and a former Member of the Executive Committee
|
|
|
|
|
(19972008) of Johnson & Johnson (pharmaceuticals/
|
|
|
|
|
medical devices/consumer products). Ms. Heisen
|
|
|
|
|
served as Vice President and Chief Information Officer
|
|
|
|
|
of Johnson & Johnson from 1997 to 2005. Ms. Heisen
|
|
|
|
|
serves as a director of Skytop Lodge Corporation
|
|
|
|
|
(hotels), the University Medical Center at Princeton,
|
|
|
|
|
the Robert Wood Johnson Foundation, and the Center
|
|
|
|
|
for Talent Innovation and as a member of the advisory
|
|
|
|
|
board of the Maxwell School of Citizenship and Public
|
|
|
|
|
Affairs at Syracuse University.
|
|
|
F. Joseph Loughrey
|
Trustee
|
October 2009
|
Mr. Loughrey is the former President and Chief
|
179
|
(1949)
|
|
|
Operating Officer (retired 2009) and Vice Chairman of
|
|
|
|
|
the Board (20082009) of Cummins Inc. (industrial
|
|
|
|
|
machinery). Mr. Loughrey serves as
Chairman of the
|
|
|
|
|
Board of Hillenbrand, Inc. (specialized consumer
|
|
|
|
|
services), and of Oxfam America; as a
director of
|
|
|
|
|
SKF AB (industrial machinery)
, Hyster-Yale Materials
|
|
|
|
|
Handling, Inc. (forklift trucks),
the Lumina Foundation for
|
|
|
|
|
Education
, and the V Foundation for Cancer Research;
|
|
|
|
|
and as
a member o
f the Advisory Council for the
|
|
|
|
|
College of Arts and Letters and of the Advisory Board to
|
|
|
|
|
the Kellogg Institute for International Studies
, both
at
|
|
|
|
|
the University of Notre Dame. Mr. Loughrey served as a
|
|
|
|
|
director of Sauer-Danfoss Inc. (machinery) from 2000 to
|
|
|
|
|
2010
and
of Cummins Inc. from 2005 to 2009
.
|
|
|
Mark Loughridge
|
Trustee
|
March 2012
|
Mr. Loughridge
is the former
Senior Vice President and
|
179
|
(1953)
|
|
|
Chief Financial Officer
(retired 2013)
at IBM
|
|
|
|
|
(information technology services). Mr. Loughridge also
|
|
|
|
|
serve
d
as a fiduciary member of IBMs Retirement Plan
|
|
|
|
|
Committee
(2004-2013)
. Previous positions held by Mr.
|
|
|
|
|
Loughridge at IBM include Senior Vice President and
|
|
|
|
|
General Manager of Global Financing (20022004),
|
|
|
|
|
Vice President and Controller (19982002), and a
|
|
|
|
|
variety of management roles.
Mr. Loughridge serves as
|
|
|
|
|
a member of the Council on Chicago Booth.
|
|
|
Scott C. Malpass
|
Trustee
|
March 2012
|
Mr. Malpass has served as Chief Investment Officer
|
179
|
(1962)
|
|
|
since 1989 and Vice President since 1996 at the
|
|
|
|
|
University of Notre Dame. Mr. Malpass serves as an
|
|
|
|
|
Assistant Professor of Finance at the Mendoza College
|
|
|
|
|
of Business at the University of Notre Dame and is a
|
|
|
|
|
member of the Notre Dame 403(b) Investment
|
|
|
|
|
Committee. Mr. Malpass also serves on the board of
|
|
|
|
|
TIFF Advisory Services, Inc. (investment advisor), and
|
|
|
|
|
as a member of the investment advisory committees
|
|
|
|
|
of the Financial Industry Regulatory Authority (FINRA)
|
|
|
|
|
and of Major League Baseball.
|
|
B-26
|
|
|
|
|
|
|
|
Principal Occupation(s)
|
Number of
|
|
|
Vanguard
|
and Outside Directorships
|
Vanguard Funds
|
|
Position(s)
|
Funds Trustee/
|
During the Past Five Years
|
Overseen by
|
Name, Year of Birth
|
Held With Funds
|
Officer Since
|
and Other Experience
|
Trustee/Officer
|
André F. Perold
|
Trustee
|
December 2004
|
Dr. Perold is the George Gund Professor of Finance
|
179
|
(1952)
|
|
|
and Banking,
Emeritus
at the Harvard Business School
|
|
|
|
|
(retired 2011). Dr. Perold serves as Chief Investment
|
|
|
|
|
Officer and Managing Partner of HighVista Strategies
|
|
|
|
|
LLC (private investment firm). Dr. Perold also serves as
|
|
|
|
|
a director of Rand Merchant Bank and as an overseer
|
|
|
|
|
of the Museum of Fine Arts Boston. From 2003 to
|
|
|
|
|
2009, Dr. Perold served as chairman of the board of
|
|
|
|
|
UNX, Inc. (equities trading firm).
|
|
|
Alfred M. Rankin, Jr.
|
Lead
|
January 1993
|
Mr. Rankin serves as Chairman, President, and Chief
|
179
|
(1941)
|
Independent
|
|
Executive Officer of NACCO Industries, Inc.
|
|
|
Trustee
|
|
(h
ousewares/lignite)
, and of Hyster-Yale Materials
|
|
|
|
|
Handling, Inc. (forklift trucks)
. Mr. Rankin also serves as
|
|
|
|
|
Chairman of the Board of University Hospitals of
|
|
|
|
|
Cleveland
. Mr. Rankin served as a director of Goodrich
|
|
|
|
|
Corporation (industrial products/aircraft systems and
|
|
|
|
|
services) from 1988 to 2012 and as Chairman of the
|
|
|
|
|
Board of the Fourth District Federal Reserve Bank from
|
|
|
|
|
2010 to 2012.
|
|
|
Peter F. Volanakis(1955)
|
Trustee
|
July 2009
|
Mr. Volanakis is the retired President and Chief
|
179
|
|
|
|
Operating Officer (retired 2010) of Corning
|
|
|
|
|
Incorporated (communications equipment)
and a
|
|
|
|
|
former
director of Corning Incorporated (20002010)
|
|
|
|
|
and of Dow Corning (20012010). Mr. Volanakis serve
d
|
|
|
|
|
as a director of SPX Corporation (multi-industry
|
|
|
|
|
manufacturing)
in 2012 and
as an Overseer of the
|
|
|
|
|
Amos Tuck School of Business Administration at
|
|
|
|
|
Dartmouth College
from 2001 to 2013
.
Mr. Volanakis
|
|
|
|
|
serves as a trustee of Colby-Sawyer College
and as a
|
|
|
|
|
member of the Advisory Board of the Norris Cotton
|
|
|
|
|
Cancer Center
and of the Advisory Board of the
|
|
|
|
|
Parthenon Group (strategy consulting).
|
|
|
Executive Officers
|
|
|
|
|
Glenn Booraem
|
Controller
|
July 2010
|
Mr. Booraem, a Principal of Vanguard, has served as
|
179
|
(1967)
|
|
|
Controller of each of the investment companies served
|
|
|
|
|
by Vanguard, since 2010. Mr. Booraem served as
|
|
|
|
|
Assistant Controller of each of the investment
|
|
|
|
|
companies served by Vanguard, from 2001 to 2010.
|
|
|
Thomas J. Higgins
|
Chief Financial
|
September 2008
|
Mr. Higgins, a Principal of Vanguard, has served as Chief
|
179
|
(1957)
|
Officer
|
|
Financial Officer of each of the investment companies
|
|
|
|
|
served by Vanguard, since 2008. Mr. Higgins served as
|
|
|
|
|
Treasurer of each of the investment companies served
|
|
|
|
|
by Vanguard, from 1998 to 2008.
|
|
|
Kathryn J. Hyatt
|
Treasurer
|
November 2008
|
Ms. Hyatt, a Principal of Vanguard, has served as
|
179
|
(1955)
|
|
|
Treasurer of each of the investment companies served
|
|
|
|
|
by Vanguard, since 2008. Ms. Hyatt served as
|
|
|
|
|
Assistant Treasurer of each of the investment
|
|
|
|
|
companies served by Vanguard, from 1988 to 2008.
|
|
B-27
|
|
|
|
|
|
|
|
Principal Occupation(s)
|
Number of
|
|
|
Vanguard
|
and Outside Directorships
|
Vanguard Funds
|
|
Position(s)
|
Funds Trustee/
|
During the Past Five Years
|
Overseen by
|
Name, Year of Birth
|
Held With Funds
|
Officer Since
|
and Other Experience
|
Trustee/Officer
|
Executive Officers
|
|
|
|
|
Heidi Stam
|
Secretary
|
July 2005
|
Ms. Stam has served as a Managing Director of
|
179
|
(1956)
|
|
|
Vanguard since 2006; General Counsel of Vanguard
|
|
|
|
|
since 2005; Secretary of Vanguard and of each of the
|
|
|
|
|
investment companies served by Vanguard, since
|
|
|
|
|
2005; and Director and Senior Vice President of
|
|
|
|
|
Vanguard Marketing Corporation since 2005. Ms. Stam
|
|
|
|
|
served as a Principal of Vanguard from 1997 to 2006.
|
|
All but one of the trustees are independent. The independent trustees designate a lead independent trustee. The lead independent trustee is a spokesperson and principal point of contact for the independent trustees and is responsible for coordinating the activities of the independent trustees, including calling regular executive sessions of the independent trustees; developing the agenda of each meeting together with the chairman; and chairing the meetings of the independent trustees, including the meetings of the audit, compensation, and nominating committees.
The board also has two investment committees, which consist of independent trustees and the sole interested trustee.
The independent trustees appoint the chairman of the board. The roles of chairman of the board and chief executive officer currently are held by the same person; as a result, the chairman of the board is an interested trustee. The independent trustees generally believe that the Vanguard funds chief executive officer is best qualified to serve as chairman and that fund shareholders benefit from this leadership structure through accountability and strong day-to-day leadership.
Board Committees: The 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. All independent trustees serve as members of the committee. The
committee held four meetings during the Funds
f
iscal year
ended
October 31, 2013.
-
Compensation Committee: This committee oversees the compensation programs established by each fund for the
benefit of its trustees. All independent trustees serve as members of the committee. The committee held six
meetings during the Funds
f
iscal year
ended
October 31, 2013.
-
Investment Committees: These committees assist the board in its oversight of investment advisors to the funds and
in the review and evaluation of materials relating to the boards consideration of investment advisory agreements with
the funds. Each trustee serves on one of two investment committees. Each investment committee held four meetings
during the Funds fiscal year ended
October 31, 2013.
-
Nominating Committee: This committee nominates candidates for election to the board of trustees of each fund.
The committee also has the authority to recommend the removal of any trustee. All independent trustees serve as
members of the committee. The committee held three meetings during the Funds
f
iscal year
ended
October 31, 2013.
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
B-28
January 1, 2001, the opening balance of each eligible trustees 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 trustees 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. McNabb serves as trustee but is not paid in this capacity. He is, however, paid in his role as an officer of Vanguard.
Compensation Table.
The following table provides compensation details for each of the trustees. We list the amounts paid as compensation and accrued as retirement benefits by the Funds for each trustee. In addition, the table shows the total amount of benefits that we expect each trustee to receive from all Vanguard funds upon retirement and the total amount of compensation paid to each trustee by all Vanguard funds.
|
|
|
|
|
VANGUARD WINDSOR FUNDS
|
TRUSTEES COMPENSATION TABLE
|
|
|
|
Pension or Retirement
|
Accrued Annual
|
Total Compensation
|
|
Aggregate
|
Benefits Accrued
|
Retirement
|
F
rom All Vanguard
|
|
Compensation
|
as Part of the
|
Benefit at
|
Funds Paid
|
Trustee
|
From the Funds
1
|
Funds Expenses
1
|
January 1, 2014
2
|
to Trustees
3
|
F. William McNabb III
|
|
|
|
|
Emerson U. Fullwood
|
$14,808
|
|
|
$220,000
|
Rajiv L. Gupta
|
14,808
|
|
|
213,800
|
Amy Gutmann
|
14,808
|
|
|
220,000
|
JoAnn Heffernan Heisen
|
14,808
|
$206
|
$ 6,045
|
207,600
|
F. Joseph Loughrey
|
14,808
|
|
|
220,000
|
Mark Loughridge
|
14,808
|
|
|
207,600
|
Scott C. Malpass
|
14,808
|
|
|
213,800
|
André F. Perold
|
14,808
|
|
|
220,000
|
Alfred M. Rankin, Jr.
|
16,827
|
404
|
11,846
|
250,000
|
Peter F. Volanakis
|
14,808
|
|
|
220,000
|
1
|
The amounts shown in this column are based on the Trusts fiscal year ended October 31, 2013. 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 trustees retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after January 1, 2001, are not eligible to participate in the retirement benefit plan.
|
3
|
The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of
182
Vanguard funds for the 2013 calendar year.
|
B-29
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, 2013.
|
|
|
|
|
|
Dollar Range of
|
Aggregate Dollar Range of
|
|
|
Fund Shares
|
Vanguard Fund Shares
|
Vanguard Fund
|
Trustee
|
Owned by Trustee
|
Owned by Trustee
|
Windsor Fund
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Rajiv L. Gupta
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
JoAnn Heffernan Heisen
|
—
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
F. William McNabb III
|
Over $100,000
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Alfred
M. Rankin, Jr.
|
—
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
|
|
|
|
Windsor II Fund
|
Emerson U. Fullwood
|
—
|
Over $100,000
|
|
Rajiv L. Gupta
|
—
|
Over $100,000
|
|
Amy Gutmann
|
—
|
Over $100,000
|
|
JoAnn
Heffernan Heisen
|
Over $100,000
|
Over $100,000
|
|
F. Joseph Loughrey
|
—
|
Over $100,000
|
|
Mark Loughridge
|
—
|
Over $100,000
|
|
Scott C. Malpass
|
—
|
Over $100,000
|
|
F. William McNabb III
|
—
|
Over $100,000
|
|
André F. Perold
|
—
|
Over $100,000
|
|
Alfred M. Rankin, Jr.
|
Over $100,000
|
Over $100,000
|
|
Peter F. Volanakis
|
—
|
Over $100,000
|
As of January 31, 2014, the trustees and officers of the funds owned, in the aggregate, less than 1% of each class of each fund’s outstanding shares.
As of January 31, 2014, the following owned of record 5% or more of the outstanding shares of each class:
Vanguard Windsor Fund—Investor Shares: Vanguard STAR Fund, Valley Forge, PA (19.01%); FedEx Corporation Retirement Savings Plan, Memphis, TN (13.04%); Vanguard Windsor II Fund—Investor Shares: Vanguard STAR Fund, Valley Forge, PA (14.02%); Variable Annuity Life Insurance Company, Houston, TX (9.61%); Vanguard Windsor II Fund—Admiral Shares: Fidelity Investments, Institutional Operations Co. Inc., Covington, KY (7.29%).
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
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disclosed to different categories of persons under the Policies and Procedures. Vanguard and the Boards also considered actual and potential material conflicts that could arise in such circumstances between the interests of Vanguard fund shareholders, on the one hand, and those of the funds investment advisor, distributor, or any affiliated person of the fund, its investment advisor, or its distributor, on the other. After giving due consideration to such matters and after the exercise of their fiduciary duties and reasonable business judgment, Vanguard and the Boards determined that the Vanguard funds have a legitimate business purpose for disclosing portfolio holdings to the persons described in each of the circumstances set forth in the Policies and Procedures and that the Policies and Procedures are reasonably designed to ensure that disclosure of portfolio holdings and information about portfolio holdings is in the best interests of fund shareholders and appropriately addresses the potential for material conflicts of interest.
The Boards exercise continuing oversight of the disclosure of Vanguard fund portfolio holdings by (1) overseeing the implementation and enforcement of the Policies and Procedures, the Code of Ethics, and the Policies and Procedures Designed to Prevent the Misuse of Inside Information (collectively, the portfolio holdings governing policies) by the chief compliance officer of Vanguard and the Vanguard funds; (2) considering reports and recommendations by the chief compliance officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940) that may arise in connection with any portfolio holdings governing policies; and (3) considering whether to approve or ratify any amendment to any portfolio holdings governing policies. Vanguard and the Boards reserve the right to amend the Policies and Procedures at any time and from time to time without prior notice at their sole discretion. For purposes of the Policies and Procedures, the term portfolio holdings means the equity and debt securities (e.g., stocks and bonds) held by a Vanguard fund and does not mean the cash investments, derivatives, and other investment positions (collectively, other investment positions) held by the fund.
Online Disclosure of Ten Largest Stock Holdings
Each actively managed Vanguard fund generally
will seek to disclose the funds ten largest stock portfolio holdings and the percentag
e of the funds total assets
that each of these holdings represents as of the end of the most recent calendar quarter (quarter-end ten largest stock holdings
with weightings
) online at
vanguard.com,
in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the calendar quarter.
Each Vanguard index fund generally will seek to disclose the funds ten largest stock portfolio holdings and the percentage of the funds total assets that each of these holdings represents as of the end of the most recent month (month-end ten largest stock holdings with weightings) online at
vanguard.com,
in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the month.
In addition,
Vanguard
funds generally will seek to disclose the funds ten largest stock portfolio holdings
and the aggregate percentage of the funds total assets (and, for balanced funds, the aggregate percentage of the funds equity securities) that these holdings represent
as of the end of the most recent month (month-end ten largest stock holdings) online at
vanguard.com,
in the Portfolio section of the funds Portfolio & Management page, 10 business days after the end of the month. Together, the quarter-end and month-end ten largest stock holdings are referred to as the ten largest stock holdings. Online disclosure of the ten largest stock holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons.
Online Disclosure of Complete Portfolio Holdings
Each
actively managed
Vanguard fund
,
excluding Vanguard money market funds and Vanguard Market Neutral Fund, generally will seek to disclose the funds complete portfolio holdings as of the end of the most recent calendar quarter online at
vanguard.com,
in the Portfolio section of the funds Portfolio & Management page, 30 calendar days after the end of the calendar quarter. In accordance with Rule 2a-7 under the 1940 Act, each of the Vanguard money market funds will disclose the funds complete portfolio holdings as of the last business day of the prior month online at
vanguard.com,
in the Portfolio section of the funds Portfolio & Management page, no later than the fifth business day of the current month. The complete portfolio holdings information for money market funds will remain available online for at least six months after the initial posting. Vanguard Market Neutral Fund generally will seek to disclose the Funds complete portfolio holdings as of the end of the most recent calendar quarter online at
vanguard.com,
in the Portfolio section of the Funds Portfolio & Management page, 60 calendar days after the end of the calendar quarter.
Each Vanguard index fund generally will seek to disclose the funds complete portfolio holdings as of the end of the most recent month online at
vanguard.com,
in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the month.
Online disclosure of complete portfolio holdings is made to all categories of persons, including individual investors,
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institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons. Vanguards Portfolio Review Department will review complete portfolio holdings before online disclosure is made and, except with respect to the complete portfolio holdings of the Vanguard money market funds, may withhold any portion of the funds complete portfolio holdings from online disclosure when deemed to be in the best interests of the fund after consultation with a Vanguard funds investment advisor.
Disclosure of Complete Portfolio Holdings to Service Providers Subject to Confidentiality and Trading Restrictions
Vanguard, for legitimate business purposes, may disclose Vanguard fund complete portfolio holdings at times it deems necessary and appropriate to rating and ranking organizations; financial printers; proxy voting service providers; pricing information vendors; third parties that deliver analytical, statistical, or consulting services; and other third parties that provide services (collectively, Service Providers) to Vanguard, Vanguard subsidiaries, and/or the Vanguard funds. Disclosure of complete portfolio holdings to a Service Provider is conditioned on the Service Provider being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information.
The frequency with which complete portfolio holdings may be disclosed to a Service Provider, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the Service Provider, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to a Service Provider varies and may be as frequent as daily, with no lag. Disclosure of Vanguard fund complete portfolio holdings by Vanguard to a Service Provider must be authorized by a Vanguard fund officer or a Principal in Vanguards Portfolio Review or Legal Department. Any disclosure of Vanguard fund complete portfolio holdings to a Service Provider as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives.
Currently, Vanguard fund complete portfolio holdings are disclosed to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown Brothers Harriman & Co.;
Canon Business Process Services
; FactSet Research Systems Inc.; Innovation Printing & Communications; Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology Group, Inc.; Lipper, Inc.; Markit WSO Corporation; McMunn Associates Inc.; Reuters America Inc.; R.R. Donnelley, Inc.; State Street Bank and Trust Company; Triune Color Corporation; and Tursack Printing Inc.
Disclosure of Complete Portfolio Holdings to Vanguard Affiliates and Certain Fiduciaries Subject to Confidentiality and Trading Restrictions
Vanguard fund complete portfolio holdings may be disclosed between and among the following persons (collectively, Affiliates and Fiduciaries) for legitimate business purposes within the scope of their official duties and responsibilities, subject to such persons continuing legal duty of confidentiality and legal duty not to trade on the basis of any material nonpublic information, as such duties are imposed under the Code of Ethics, the Policies and Procedures Designed to Prevent the Misuse of Inside Information, by agreement, or under applicable laws, rules, and regulations: (1) persons who are subject to the Code of Ethics or the Policies and Procedures Designed to Prevent the Misuse of Inside Information; (2) an investment advisor, distributor, administrator, transfer agent, or custodian to a Vanguard fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by Vanguard, a Vanguard subsidiary, or a Vanguard fund; (4) an investment advisor to whom complete portfolio holdings are disclosed for due diligence purposes when the advisor is in merger or acquisition talks with a Vanguard funds current advisor; and (5) a newly hired investment advisor or sub-advisor to whom complete portfolio holdings are disclosed prior to the time it commences its duties.
The frequency with which complete portfolio holdings may be disclosed between and among Affiliates and Fiduciaries, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed between and among the Affiliates and Fiduciaries, is determined by such Affiliates and Fiduciaries based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure between and among Affiliates and Fiduciaries varies and may be as frequent as daily, with no lag. Any disclosure of Vanguard fund complete portfolio holdings to any Affiliates and Fiduciaries as previously described
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may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives. Disclosure of Vanguard fund complete portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund to Affiliates and Fiduciaries must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Currently, Vanguard fund complete portfolio holdings are disclosed to the following Affiliates and Fiduciaries as part of ongoing arrangements that serve legitimate business purposes: Vanguard and each investment advisor, custodian, and independent registered public accounting firm identified in each funds Statement of Additional Information.
Disclosure of Portfolio Holdings to Broker-Dealers in the Normal Course of Managing a Funds Assets
An investment advisor, administrator, or custodian for a Vanguard fund may, for legitimate business purposes within the scope of its official duties and responsibilities, disclose portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up the fund to one or more broker-dealers during the course of, or in connection with, normal day-to-day securities and derivatives transactions with or through such broker-dealers subject to the broker-dealers legal obligation not to use or disclose material nonpublic information concerning the funds portfolio holdings, other investment positions, securities transactions, or derivatives transactions without the consent of the fund or its agents. The Vanguard funds have not given their consent to any such use or disclosure and no person or agent of Vanguard is authorized to give such consent except as approved in writing by the Boards of the Vanguard funds. Disclosure of portfolio holdings or other investment positions by Vanguard to broker-dealers must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Disclosure of Nonmaterial Information
The Policies and Procedures permit Vanguard fund officers, Vanguard fund portfolio managers, and other Vanguard representatives (collectively, Approved Vanguard Representatives) to disclose any views, opinions, judgments, advice, or commentary, or any analytical, statistical, performance, or other information, in connection with or relating to a Vanguard fund or its portfolio holdings and/or other investment positions (collectively, commentary and analysis) or any changes in the portfolio holdings of a Vanguard fund that occurred after the end of the most recent calendar quarter (recent portfolio changes) to any person if (1) such disclosure serves a legitimate business purpose, (2) such disclosure does not effectively result in the disclosure of the complete portfolio holdings of any Vanguard fund (which can be disclosed only in accordance with the Policies and Procedures), and (3) such information does not constitute material nonpublic information. Disclosure of commentary and analysis or recent portfolio changes by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund must be authorized by a Vanguard fund officer or a Principal of Vanguard.
An Approved Vanguard Representative must make a good faith determination whether the information constitutes material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard believes that in most cases recent portfolio changes that involve a few or even several securities in a diversified portfolio or commentary and analysis would be immaterial and would not convey any advantage to a recipient in making an investment decision concerning a Vanguard fund. Nonexclusive examples of commentary and analysis about a Vanguard fund include (1) the allocation of the funds portfolio holdings and other investment positions among various asset classes, sectors, industries, and countries; (2) the characteristics of the stock and bond components of the funds portfolio holdings and other investment positions; (3) the attribution of fund returns by asset class, sector, industry, and country; and (4) the volatility characteristics of the fund. Approved Vanguard Representatives may, at their sole discretion, deny any request for information made by any person, and may do so for any reason or for no reason. Approved Vanguard Representatives include, for purposes of the Policies and Procedures, persons employed by or associated with Vanguard or a subsidiary of Vanguard who have been authorized by Vanguards Portfolio Review Department to disclose recent portfolio changes and/or commentary and analysis in accordance with the Policies and Procedures.
Disclosure of Portfolio Holdings Related Information to the Issuer of a Security for Legitimate Business Purposes
Vanguard, at its sole discretion, may disclose portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security if the issuer presents, to the satisfaction of Vanguards Fund Financial Services unit, convincing evidence that the issuer has a legitimate business purpose for such information. Disclosure of
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this information to an issuer is conditioned on the issuer being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information. The frequency with which portfolio holdings information concerning a security may be disclosed to the issuer of such security, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the issuer, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to an issuer cannot be determined in advance of a specific request and will vary based upon the particular facts and circumstances and the legitimate business purposes, but in unusual situations could be as frequent as daily, with no lag. Disclosure of portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security must be authorized by a Vanguard fund officer or a Principal in Vanguards Portfolio Review or Legal Department.
Disclosure of Portfolio Holdings as Required by Applicable Law
Vanguard fund portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up a fund shall be disclosed to any person as required by applicable laws, rules, and regulations. Examples of such required disclosure include, but are not limited to, disclosure of Vanguard fund portfolio holdings (1) in a filing or submission with the SEC or another regulatory body, (2) in connection with seeking recovery on defaulted bonds in a federal bankruptcy case, (3) in connection with a lawsuit, or (4) as required by court order. Disclosure of portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund as required by applicable laws, rules, and regulations must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Prohibitions on Disclosure of Portfolio Holdings
No person is authorized to disclose Vanguard fund portfolio holdings or other investment positions (whether online at
vanguard.com
, in writing, by fax, by e-mail, orally, or by other means) except in accordance with the Policies and Procedures. In addition, no person is authorized to make disclosure pursuant to the Policies and Procedures if such disclosure is otherwise unlawful under the antifraud provisions of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act). Furthermore, Vanguards management, at its sole discretion, may determine not to disclose portfolio holdings or other investment positions that make up a Vanguard fund to any person who would otherwise be eligible to receive such information under the Policies and Procedures, or may determine to make such disclosures publicly as provided by the Policies and Procedures.
Prohibitions on Receipt of Compensation or Other Consideration
The Policies and Procedures prohibit a Vanguard fund, its investment advisor, and any other person or entity from paying or receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of Vanguard fund portfolio holdings or other investment positions. Consideration includes any agreement to maintain assets in the fund or in other investment companies or accounts managed by the investment advisor or by any affiliated person of the investment advisor.
INVESTMENT ADVISORY SERVICES
The Trust currently uses eight investment advisors:
|
Armstrong Shaw Associates Inc. provides investment advisory services for a portion of
Vanguard
Windsor II Fund.
|
|
Barrow, Hanley, Mewhinney & Strauss, LLC, provides investment advisory services for a portion of
Vanguard
Windsor
|
|
II
|
Fund.
|
|
Hotchkis and Wiley Capital Management, LLC, provides investment advisory services for a portion of
Vanguard
|
|
Windsor
|
II Fund.
|
|
Lazard Asset Management LLC provides investment advisory services for a portion of
Vanguard
Windsor II Fund.
|
|
Pzena Investment Management, LLC, provides investment advisory services for a portion of
Vanguard
Windsor Fund.
|
|
Sanders Capital, LLC, provides investment advisory services for a portion of
Vanguard
Windsor II Fund.
|
|
Wellington Management Company,
LLP
, provides investment advisory services for a portion of
Vanguard
Windsor Fund.
|
|
Vanguard provides investment advisory services for a portion of
Vanguard
Windsor II Fund.
|
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The Trust previously employed one other investment advisor:
n
AllianceBernstein L.P. provided investment advisory services for a portion of Vanguard Windsor Fund from 1999 to 2012.
For funds that are advised by independent third-party advisory firms unaffiliated with Vanguard, the board of trustees of each fund hires investment advisory firms, not individual portfolio managers, to provide investment advisory services to trustees of such funds. Vanguard negotiates each advisory agreement, which contains advisory fee arrangements, on an arms length basis with the advisory firm. Each advisory agreement is reviewed annually by each funds board of trustees, taking into account numerous factors, which include, without limitation, the nature, extent, and quality of the services provided; investment performance; and the fair market value of the services provided. Each advisory agreement is between the Trust and the advisory firm, not between the Trust and the portfolio manager. The structure of the advisory fee paid to each unaffiliated investment advisory firm is described in the following sections. In addition, each firm has established policies and procedures designed to address the potential for conflicts of interest. Each firms compensation structure and management of potential conflicts of interest are summarized by the advisory firm in the following sections for the
fiscal year
ended
October 31, 2013.
A fund is a party to an investment advisory agreement with each of its independent third-party advisors whereby the advisor manages the investment and reinvestment of the portion of the funds assets that the funds board of trustees determines to assign to the advisor. In this capacity, each advisor continuously reviews, supervises, and administers the investment program for its portion of the funds assets. Hereafter, each portion will be referred to as the advisors Portfolio. Each advisor discharges its responsibilities subject to the supervision and oversight of Vanguards Portfolio Review Group and the officers and trustees of the fund. Vanguards Portfolio Review Group is responsible for recommending changes in a funds advisory arrangements to the funds board of trustees, including changes in the amount of assets allocated to each advisor, and whether to hire, terminate, or replace an advisor.
I. Vanguard Windsor Fund
Th
e Fund pays each of its investment advisors a base fee plus or minus a performance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The base fee has breakpoints, which means that the percentage declines as assets go up. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisors portion of the Fund relative to that of the Russell 1000 Value Index (for Pzena) or the S&P 500 Index (for Wellington Management) over the preceding 36-month period.
D
uring the fiscal years ended October 31, 2011, 2012, and 2013, Vanguard Windsor Fund incurred aggregate investment advisory fees of $16,442,000 (before a performance-based increase of $3,901,000), $15,405,000 (before a performance-based decrease of $1,293,000), and
$18,506,000
(before a performance-based
increase of $2,314,000
), respectively.
A. Pzena Investment Management (Pzena)
Pzena, based in New York, New York, was founded in 1995. In 2007, the firm completed an initial public offering, whereby the majority ownership of the firm was retained by the members of the Executive Committee and other employees.
1.
Other Accounts Managed
Richard Pzena co-manages a portion of
Vanguard
Windsor Fund; as of
October 31, 2013
, the Fund held assets of
$16.3
billion. As of
October 31, 2013
, Mr. Pzena also managed
eight
other registered investment companies with total assets of $
7.9
billion
(advisory fees based on account performance for one of these accounts with total assets of $4.6 billion)
,
32
other pooled investment vehicles with total assets of $
830.6
million (advisory fees not based on account performance), and
127
other accounts with total assets of $
5.6
billion (advisory fees based on account performance for
four
of these accounts with total assets of $
739.8
million).
John P. Goetz co-manages a portion of
Vanguard
Windsor Fund; as of October 31, 2013, the Fund held assets of $
16.3
billion. As of
October 31, 2013
, Mr. Goetz also managed
nine
other registered investment companies with total assets of $
9
billion (advisory fee based on account performance for
two
of these accounts with total assets of $
4.7 b
illion),
28
other pooled investment vehicles with total assets of $
4.7 b
illion
(advisory fee based on account performance for one of
B-35
these accounts with total assets of $253.5 million)
, and
54
other accounts with total assets of $
6.1
billion (advisory fees based on account performance for
four
of these accounts with total assets of $
279.5
million).
Antonio DeSpirito co-manages a portion of
Vanguard
Windsor Fund; as of
October 31, 2013
, the Fund held assets of $
16.3
billion. As of
October 31, 2013
, Mr. DeSpirito also managed
eight
other registered investment companies with total assets of $
7.9
billion (advisory fees based on account performance
for one of these accounts with total assets of $4.6 billion
),
32
other pooled investment vehicles with total assets of $
830.6
million (advisory fees not based on account performance), and
129
other accounts with total assets of $
5.6
billion (advisory fees based on account performance for
four
of these accounts with total assets of $
739.8
million).
2. Material Conflicts of Interest
Conflicts of interest may arise in managing the Pzena Portfolios investments, on the one hand, and the portfolios of Pzenas other clients and/or accounts
(together Accounts)
, on the other. Set forth below is a brief description of some of the material conflicts that may arise and Pzenas policy or procedure for handling
them
. Although Pzena has designed such procedures to prevent and address conflicts, there is no guarantee that these procedures will detect every situation in which a conflict could arise.
The management of multiple Accounts inherently carries the risk that there may be competing interests for the portfolio management teams time and attention. Pzena seeks to minimize this by using one investment approach (i.e., classic value investing) and by managing all Accounts on a product-specific basis. All Accounts
with the same investment style
, whether they are mutual fund accounts, institutional accounts, or individual accounts, are managed using the same investment discipline, strategy, and proprietary investment model.
If the portfolio management team identifies a limited investment opportunity that may be suitable for more than one Account, the Pzena Portfolio may not be able to take full advantage of that opportunity. However, Pzena has adopted procedures for allocating portfolio transactions across Accounts so that each Account is treated fairly. First, all orders are allocated among participating portfolios of the same or similar mandates at the time of trade creation/initial order preparation. Factors affecting allocations include the availability of cash, the existence of client-imposed trading restrictions or prohibitions, and the tax status of the account.
The only changes to the allocations made at the time of the creation of the order are if there is a partial fill for an order. Depending on the size of the execution, Pzena may choose to allocate the executed shares through pro-rata breakdown or on a random basis.
As with all trade allocations, each Account generally receives pro-rata allocations of any new issue or IPO security that is appropriate for its investment objective. Permissible reasons for excluding an Account from an otherwise acceptable IPO or new-issue investment include the Account having FINRA restricted person status, lack of available cash to make the purchase, or a client-imposed trading prohibition on IPOs or on the business of the issuer.
With respect to securities transactions for the Accounts, Pzena determines which broker to use to execute each order consistent with its duty to seek best execution. Pzena
aggregates
like orders
when it believes
doing so will be beneficial to the Accounts. However, for certain Accounts, Pzena may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Pzena may place separate, nonsimultaneous transactions for the Pzena Portfolio and another Account, which may temporarily affect the market price of the security or the execution of the transaction to the detriment of one or the other.
Conflicts of interest may arise when members of the portfolio management team transact personally in securities investments made or to be made for the Pzena Portfolio or other Accounts. To address this, Pzena has adopted a written Code of Business Conduct and Ethics designed to prevent and detect personal trading activities that may interfere or conflict with client interests (including Fund shareholders interests) or its current investment strategy. The Code of Business Conduct and Ethics generally requires that most transactions in securities by Pzenas Access Persons and certain related persons, whether or not such securities are purchased or sold on behalf of the Accounts, be cleared prior to execution by appropriate approving parties and compliance personnel. Securities transactions for Access Persons personal accounts also are subject to reporting requirements and annual and quarterly certification requirements. Access Persons is defined to include persons who have access to non-public information about client securities transactions, portfolio recommendations, or holdings, and thus covers all of Pzenas full-time employees except those whose job functions are solely clerical. In addition, no Access Person shall be permitted to effect a short-term trade (i.e., to purchase and subsequently sell within 60 calendar days, or to sell and subsequently purchase within 60 calendar days) of securities (i) are issued by a mutual fund which is advised or sub-advised by Pzena, or
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(ii) are the same (or equivalent) securities purchased or sold by or on behalf of the advisory accounts unless and until the advisory accounts have effected a transaction that is the same as the Access Persons contemplated transaction. Finally, orders for proprietary accounts (i.e., accounts of Pzenas principals, affiliates, or employees, or their immediate family that are managed by Pzena) are subject to written trade allocation procedures designed to ensure fair treatment of client accounts.
Pzena manages some Accounts under performance-based fee arrangements. Pzena recognizes that this type of incentive compensation creates the risk for potential conflicts of interest. This structure may create inherent pressure to allocate investments having a greater potential for higher returns to those Accounts with higher performance fees. To prevent conflicts of interest associated with managing accounts with different fee structures, Pzena generally requires portfolio decisions to be made on a product-specific basis. Pzena also requires pre-allocation of all client orders based on specific fee-neutral criteria set forth above. Additionally, Pzena requires average pricing of all aggregated orders. Finally, Pzena has adopted a policy prohibiting portfolio managers (and all employees) from placing the investment interests of one client or a group of clients with the same investment objectives above the investment interests of any other client or group of clients with the same or similar investment objectives.
These measures help Pzena mitigate some of the conflicts that its management of private investment companies would otherwise present.
3. Description of Compensation
Mr. Pzena, Mr. DeSpirito, and Mr. Goetz and the other investment professionals at Pzena are compensated through a combination of a fixed base salary, performance bonus, and equity ownership, if appropriate, due to superior personal performance. The time frame Pzena examines for bonus compensation is annual. Pzena considers both quantitative and qualitative factors when determining performance bonuses; however, performance bonuses are not based on Fund performance or assets of the Fund. For investment professionals, Pzena examines such things as effort, efficiency, ability to focus on the correct issues, stock modeling ability, and ability to successfully interact with company management. However, Pzena always looks at the person as a whole and the contributions that he/she has made and is likely to make in the future. Pzena avoids a compensation model that is driven by individual security performance, as this can lead to short-term thinking which is contrary to the firm's value investment philosophy. Ultimately, equity ownership is the primary tool used by Pzena for attracting and retaining the best people. This ties personnel to long term performance as the value of their ownership stake depends on our delivering superior long term results to our investors. Mr. Pzena, Mr. DeSpirito, and Mr. Goetz are equity owners of Pzena.
4. Ownership of Securities
As of
October 31, 2013, Mr. Pzena, Mr. Goetz, and Mr. DeSpirito did not own any shares
of
Vanguard
Windsor Fund.
B. Wellington Management Company,
LLP
(Wellington Management)
Wellington Management is a Massachusetts private limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210.
As of July 1, 2013,
the firm is owned by
131
partners, all fully active in the firm. Wellington Management is a professional investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years.
1. Other Accounts Managed
James N. Mordy manages a portion of
Vanguard
Windsor Fund; as of
October 31, 2013
, the Fund held assets of
$16.3
billion. As of
October 31, 2013
, Mr. Mordy also managed
12
other registered investment companies with total assets of
$4.1
billion (advisory fees based on account performance for one of these accounts with total assets of
$673.6
million), three other pooled investment vehicles with total assets of
$618.1
million (advisory fees not based on account performance), and seven other accounts with total assets of
$1.4
billion (advisory fees based on account performance for one of these accounts with total assets of
$34.6
million).
2. Material Conflicts of Interest
Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension
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funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The Funds manager listed in the prospectus who is primarily responsible for the day-to-day management of the Wellington Management portion of the Fund (the Portfolio Manager) generally manages accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations, and risk profiles that differ from those of the Fund. The Portfolio Manager makes investment decisions for each account, including the Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax, and other relevant investment considerations applicable to that account. Consequently, the Portfolio Manager may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies, and/or holdings to those of the Fund.
The Portfolio Manager or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the Fund, or make investment decisions that are similar to those made for the Fund, both of which have the potential to adversely impact the Fund depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, the Portfolio Manager may purchase the same security for the Fund and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the Funds holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Fund.
Mr. Mordy also manages accounts which pay performance allocations to Wellington Management or its affiliates.
Because incentive payments paid by Wellington Management to the Portfolio Manager are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by the Portfolio Manager. Finally, the Portfolio Manager may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.
Wellington Managements goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firms Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Managements investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professionals various client mandates.
3. Description of Compensation
Wellington Management receives a fee based on the assets under management of the portion of the Fund Wellington Management manages as set forth in the Investment Advisory Agreement between Wellington Management and the Trust on behalf of the Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to the Fund.
The following information relates to the fiscal year ended October 31, 2013.
Wellington Managements compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Managements compensation of the Portfolio Manager includes a base salary and incentive components. The base salary for the Portfolio Manager who is a partner of Wellington Management is generally a fixed amount that is determined by the Managing Partners of the firm. The Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Fund
managed by the Portfolio Manager
and generally each other account managed by the Portfolio Manager. The Portfolio Managers incentive payment relating to the Fund is linked to the net
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pre-tax performance of the portion of the Fund managed by the Portfolio Manager compared to the Standard & Poors 500 Index over one- and three-year periods, with an emphasis on three-year results.
In 2012, Wellington Management began placing increased emphasis on long-term performance and is phasing in a five-year comparison period.
Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods, and rates may differ) to other accounts managed by the Portfolio Manager, including accounts with performance fees.
Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professionals overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Manager may also be eligible for bonus payments based on his overall contribution to Wellington Managements business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each partner of Wellington Management is eligible to participate in a partner-funded tax-qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Mr. Mordy is a partner of the firm.
4. Ownership of Securities
As of
October 31, 2013
, Mr. Mordy owned shares of
Vanguard
Windsor Fund in an amount exceeding $1 million.
II. Vanguard Windsor II Fund
The Fund pays each of its investment advisors (other than Vanguard) a base fee plus or minus a perfomance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The base fee has breakpoints, which means that the percentage declines as assets go up. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisors portion of the Fund relative to that of the Russell 1000 Value Index (for Armstrong Shaw), the MSCI US Prime Market 750 Index (for Barrow, Hanley), the MSCI US Investable Market 2500 Index (for Hotchkis and Wiley), the S&P 500 Index (for Lazard), or the Russell 3000 Index (for Sanders), over the preceding 60-month period (a 36-month period for Barrow, Hanley and for Lazard).
F
or the fiscal years ended October 31,
2011, 2012, and 2013
, Vanguard Windsor II Fund incurred aggregate investment advisory fees and expenses of $52,444,000 (before a performanced-based decrease of $4,955,000), $52,899,000 (before a performance-based decrease of $6,420,000),
and $59,942,000 (before a performance-based decrease of $2,534,000)
, respectively.
Of the aggregate fees and expenses previously described, the investment advisory expenses paid to Vanguard for the fiscal year ended
October 31, 2013
, were
$147,000
(representing an
effective annual rate of less than 0.01%
). The investment advisory fees paid to the remaining advisors for the fiscal year ended
October 31, 2013
, were
$57,261,000
(representing an effective annual rate of approximately
0.13
%).
A. Armstrong Shaw Associates Inc. (Armstrong Shaw)
Armstrong Shaw, a privately owned Delaware corporation, was founded in 1984 by Raymond Armstrong (now retired) and Jeffrey M. Shaw. Jeffrey M. Shaw is the majority shareholder of the firm and the remaining equity is distributed among the five other Principals of the firm, Mr. Armstrongs family, and a former employee. All of the assets managed by Armstrong Shaw are invested in large-cap products. Chairman and Chief Investment Officer, Jeffrey M. Shaw, leads an investment team of five professionals with diverse backgrounds in the financial services industry.
1. Other Accounts Managed
Jeffrey M. Shaw manages a portion of Vanguard Windsor II Fund; as of
October 31, 2013
, the Fund held assets of
$45.6
billion. As of
October 31, 2013
, Mr. Shaw also managed one other registered investment company with total assets of $
159
million, three other pooled investment vehicles with total assets of $
95
million, and
34
other accounts with total assets of $
859
million (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
It is possible that from time to time, potential conflicts of interest may arise between the portfolio managers management of the investments in the Windsor II Fund (Armstrong Shaw Portfolio), on the one hand, and the management of other accounts, on the other. Armstrong Shaw does not believe any of these potential conflicts of
B-39
interest pose significant risk to the Armstrong Shaw Portfolio. Armstrong Shaw believes that its compliance policies and procedures are appropriate to detect, prevent, and eliminate many conflicts of interest between Armstrong Shaw, its access persons (all employees and directors), and clients. However, clients should be aware that no set of policies and procedures can possibly anticipate or relieve all potential conflicts of interest. It is possible that additional potential conflicts of interest may exist that Armstrong Shaw has not identified in the summary below.
A potential conflict of interest may arise as a result of the portfolio managers day-to-day management of the Armstrong Shaw Portfolio. Because of the portfolio managers positions with the Armstrong Shaw Portfolio, the portfolio manager knows the size, timing, and possible market impact of the Funds trades. It is theoretically possible that the portfolio manager could use this information to the advantage of the other accounts he manages and to the possible detriment of the Armstrong Shaw Portfolio. Armstrong Shaw has adopted a Code of Ethics containing policies and procedures to ensure against this potential conflict.
The portfolio manager may serve as advisor to certain accounts which have advisory fees based partially or entirely on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that they believe might be the most profitable to accounts with incentive fees. Armstrong Shaw believes it has adopted policies and procedures reasonably designed to allocate investment opportunities between the accounts it manages on a fair and equitable basis over time.
Potential conflicts of interest may arise when allocating and/or aggregating trades. Armstrong Shaw often aggregates into a single trade order many individual contemporaneous client trade orders in a single security. Armstrong Shaw has in place policies and procedures to ensure such transactions will be allocated to all participating client accounts in a fair and equitable manner.
3. Description of Compensation
Compensation at Armstrong Shaw consists primarily of two components: salary and bonus. The salary portion of compensation is fixed and based on a combination of factors including, but not necessarily limited to, industry experience, firm experience, and job performance. The bonus portion of compensation is variable, depending on both the overall firm results (i.e., profitability) and merit. Bonuses are a very meaningful piece of overall compensation. Everyone at the firm participates in the bonus program. The remaining component of compensation is the company-paid health insurance.
Mr. Shaws compensation is not specifically dependant on the performance of the Armstrong Shaw Portfolio, on an absolute basis or relative to the style-specific benchmark, the Russell 1000 Value Index. Mr. Shaw is not compensated based on the growth of the Armstrong Shaw Portfolio, or any other clients assets, except to the extent that such growth contributes to the firms overall asset growth, which in turn contributes to the firms overall profitability. Mr. Shaw does not receive a percentage of the revenue earned on any client portfolios. Mr. Shaws compensation is not increased or decreased specifically as the result of any performance fee that may be earned by Armstrong Shaw.
4. Ownership of Securities
As of
October 31, 2013
, Mr. Shaw owned no shares of Vanguard Windsor II Fund.
B. Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley)
Barrow, Hanley, a Delaware limited liability company, is an investment management firm founded in 1979 that provides investment advisory services to separately managed domestic and foreign equity, fixed income, and balanced portfolios for large institutional clients, mutual funds, employee benefit plans, endowments, foundations, insurance companies, limited liability companies, and other institutions and individuals. Barrow, Hanley is a subsidiary of Old Mutual Asset Managers (US) LLC, which is a subsidiary of Old Mutual plc, based in London, England.
1. Other Accounts Managed
James P. Barrow manages a portion of Vanguard Windsor II Fund; as of
October 31, 2013
, the Fund held assets of $
45.6
billion. As of
October 31, 2013
, Mr. Barrow also managed
seven
other registered investment companies with total assets of $
7.4
billion (advisory fees based on account performance for two of these accounts with total assets of $
5.8
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billion),
one
other pooled investment vehicl
e
with total assets of $
223.7
million (advisory fees not based on account performance), and
22
other accounts with total assets of $
3
billion (advisory fees not based on account performance).
Jeff G. Fahrenbruch manages a portion of Vanguard Windsor II Fund; as of October 31, 2013, the Fund held assets of $
45.6
billion. As of October 31, 2013, Mr. Fahrenbruch also managed
two
other registered investment compan
ies
with total assets of
$1.4 billion (advisory fees based on account performance for one of these accounts with total assets of $1 billion)
, and 28 other accounts with total assets of
$2.8
billion (none of which had advisory fees based on account performance).
David W. Ganucheau manages a portion of Vanguard Windsor II Fund; as of October 31, 2013, the Fund held assets of $
45.6
billion. As of October 31, 2013, Mr. Ganucheau also managed
two
other registered investment
companies
with total assets of
$1.4 billion (advisory fees based on account performance for one of these accounts with total assets of $1 billion)
, and
28
other accounts with total assets of
$2.8 billion
(none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including Vanguard Windsor II Fund). Barrow, Hanley 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 to ensure that no client, regardless of type or fee structure, 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. Barrow, Hanley does not manage any private accounts.
3. Description of Compensation
In addition to base salary, all Barrow, Hanley portfolio managers and analysts share in a bonus pool that is distributed semiannually. Portfolio managers and analysts are rated on their value added to the team-oriented investment process. Overall compensation applies with respect to all accounts managed and compensation does not differ with respect to distinct accounts managed by a portfolio manager. Compensation is not tied to a published or private benchmark. It is important to understand that contributions to the overall investment process may include not recommending securities in an analysts sector if there are no compelling opportunities in the industries covered by that analyst.
The compensation of portfolio managers is not directly tied to fund performance or growth in assets for any fund or other account managed by a portfolio manager, and portfolio managers are not compensated for bringing in new business. Of course, growth in assets from the appreciation of existing assets and/or growth in new assets will increase revenues and profit. The consistent, long-term growth in assets at any investment firm is to a great extent, dependent upon the success of the portfolio management team. The compensation of the portfolio management team at Barrow, Hanley will increase over time, if and when assets continue to grow through competitive performance. Lastly, many key investment personnel have a long-term incentive compensation plan in the form of an equity interest in Barrow, Hanley.
4. Ownership of Securities
As of
October 31, 2013
, Mr. Barrow owned shares of Vanguard Windsor II Fund in an amount exceeding $
1
million,
Mr. Fahrenbruch owned shares of the Fund in the $500,001-$1,000,000 range, and Mr. Ganucheau owned shares of the Fund in the $100,001-$500,000 range.
C. Hotchkis and Wiley Capital Management, LLC (Hotchkis and Wiley)
Hotchkis and Wiley is a Delaware limited liability company, the primary members of which are HWCap Holdings, a limited liability company whose members are current and former employees of Hotchkis and Wiley, and Stephens-H&W, a limited liability company whose primary member is SF Holding Corp., which is a diversified holding company.
1. Other Accounts Managed
The investment process employed is the same for similar accounts, including the portion of the Windsor II Fund managed by Hotchkis and Wiley (the Hotchkis and Wiley Portfolio), and is team-based utilizing primarily in-house, fundamental
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research. The investment research staff is organized by industry and sector and supports all of the accounts managed in each of Hotchkis and Wileys strategies. Portfolio coordinators for each strategy ensure that the best thinking of the investment team is reflected in the target portfolios. Investment ideas for the Hotchkis and Wiley Portfolio are generated by Hotchkis and Wileys investment team. Although the Hotchkis and Wiley Portfolio is managed by Hotchkis and Wileys investment team, Hotchkis and Wiley has identified George H. Davis, Jr., and Sheldon J. Leiberman as the portfolio managers with the most significant responsibility for the day-to-day management of the Hotchkis and Wiley Portfolio.
Mr. Davis and Mr. Lieberman co-manage a portion of the Windsor II Fund; as of
October 31, 2013
, the Fund held assets of $
45.6
billion. As of
October 31, 2013
, Mr. Davis and Mr. Lieberman also jointly managed
14
other registered investment companies with total assets of $
9.7
billion (advisory fees not based on account performance),
four
other pooled investment vehicles with total assets of $
624
million (advisory fees not based on account performance), and
59
other accounts with total assets of $
8.2
billion (advisory fees based on account performance for
four
of these accounts with total assets of $
740
million).
2. Material Conflicts of Interests
The Investment Team also manages institutional accounts and other mutual funds in several different investment strategies. The portfolios within an investment strategy are managed using a target portfolio; however, each portfolio may have different restrictions, cash flows, tax, and other relevant considerations which may preclude a portfolio from participating in certain transactions for that investment strategy. Consequently, the performance of portfolios may vary due to these different considerations. The Investment Team may place transactions for one investment strategy that are directly or indirectly contrary to investment decisions made on behalf of another investment strategy. Hotchkis and Wiley may be restricted from purchasing more than a limited percentage of the outstanding shares of a company. If a company is a viable investment for more than one investment strategy, Hotchkis and Wiley has adopted policies and procedures reasonably designed to ensure that all of its clients are treated fairly and equitably.
Different types of accounts and investment strategies may have different fee structures. Additionally, certain accounts pay Hotchkis and Wiley performance-based fees, which may vary depending on how well the account performs compared
to
a benchmark. Because such fee arrangements have the potential to create an incentive for Hotchkis and Wiley to favor such accounts in making investment decisions and allocations, Hotchkis and Wiley has adopted policies and procedures reasonably designed to ensure that all of its clients are treated fairly and equitably, including in respect of allocation decisions, such as initial public offerings.
Since
a
ccounts are managed to a target portfolio by the Investment Team, adequate time and resources are consistently applied to all accounts in the same investment strategy.
3. Description of Compensation
Hotchkis and Wileys Portfolio Managers are compensated in various forms, which may include a base salary,
b
onus,
profit sharing,
and equity ownership. Compensation is used to reward, attract, and retain high-quality investment professionals.
The Portfolio Managers are evaluated and accountable at three levels. The first level is individual contribution to the research and decision-making process, including the quality and quantity of work achieved. The second level is teamwork, generally evaluated through contribution within sector teams. The third level pertains to overall portfolio and firm performance.
Fixed salaries and discretionary bonuses for investment professionals are determined by the Chief Executive Officer of Hotchkis and Wiley using
tools which may include a
nnual evaluations, compensation surveys, feedback from other employees, and advice from members of Hotchkis and Wileys Executive and Compensation Committees. The amount of the bonus is determined by the total amount of Hotchkis and Wileys bonus pool available for the year, which is generally a function of revenues. No investment professional receives a bonus that is a pre-determined percentage of revenues or net income. Compensation is thus subjective rather than formulaic.
The majority of the Portfolio Managers own equity in Hotchkis and Wiley. Hotchkis and Wiley believes that the
employee
ownership structure of the firm
will be
a significant factor in ensuring a motivated and stable employee base going forward. Hotchkis and Wiley believes that the combination of competitive compensation levels and equity ownership provides Hotchkis and Wiley with a demonstrable advantage in the retention and motivation of employees. Portfolio
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Managers who own equity in Hotchkis and Wiley receive their pro rata share of Hotchkis and Wileys profits. Investment professionals may also receive contributions under Hotchkis and Wileys profit
sharing/401(k)
plan.
4. Ownership of Securities
As of
October 31, 2013
, neither Mr. Davis nor Mr. Leiberman owned shares of Vanguard Windsor II Fund.
D. Lazard Asset Management LLC (Lazard)
Lazard is a registered investment advisor and is a direct, wholly owned subsidiary of Lazard Freres & Co., LLC, and an indirect, wholly owned subsidiary of Lazard Ltd., both of which also are Delaware limited liability companies.
1. Other Accounts Managed
Andrew Lacey co-manages a portion of Vanguard Windsor II Fund; as of
October 31, 2013
, the Fund held assets of $
45.6
billion. As of
October 31, 2013
, Mr. Lacey also managed
13
other registered investment companies with total assets of $
9.6
billion (advisory fees not based on account performance),
12
other pooled investment vehicles with total assets of $
1.1
billion (advisory fees not based on account performance), and
185
other accounts with total assets of $
6.3
billion (advisory fees based on account performance for one of these accounts with total assets of $
367.5
million).
Christopher Blake co-manages a portion of Vanguard Windsor II Fund; as of
October 31, 2013
, the Fund held assets of $
45.6
billion. As of
October 31, 2013
, Mr. Blake also managed
eight
other registered investment companies with total assets of $
7.7
billion (advisory fees not based on account performance), three other pooled investment vehicles with total assets of $
53.2
million (advisory fees not based on account performance), and
90
other accounts with total assets of $
2.6
billion (advisory fees based on account performance for one of these accounts with total assets of $
367.5
million).
2. Material Conflicts of Interest
Although the potential for conflicts of interest exists when an investment advisor and portfolio managers manage other accounts with similar investment objectives and strategies as those of the Fund (Similar Accounts), Lazard has procedures in place that are designed to ensure that all accounts are treated fairly and that the Fund is not disadvantaged, including procedures regarding trade allocations and conflicting trades (e.g., long and short positions in the same security, as described below). In addition, the Fund, as a registered investment company, is subject to different regulations than certain of the Similar Accounts, and consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts.
Potential conflicts of interest may arise because of Lazards management of a portion of the Fund (Lazard Portfolio) and Similar Accounts. For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as Lazard may be perceived as causing accounts it manages to participate in an offering to increase Lazards overall allocation of securities in that offering, or to increase Lazards ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as Lazard may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. Additionally, portfolio managers may be perceived to have a conflict of interest because of the large number of Similar Accounts, in addition to the Lazard Portfolio, that they are managing on behalf of Lazard. Although Lazard does not track each individual portfolio managers time dedicated to each account, Lazard periodically reviews each portfolio managers overall responsibilities to ensure that they are able to allocate the necessary time and resources to effectively manage the Lazard Portfolio. In addition, Lazard could be viewed as having a conflict of interest to the extent that Lazard and/or portfolio managers have a materially larger investment in a Similar Account than their investment in the Lazard Portfolio.
A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account. Lazard manages hedge funds that are subject to performance/incentive fees. Certain hedge funds managed by Lazard may also be permitted to sell securities short. When Lazard engages in short sales of securities of the type in which the Lazard Portfolio invests, Lazard could be seen as harming the performance of the Lazard Portfolio for the benefit of the account managing short sales if the short sales cause the market value of the securities to fall. As described above, Lazard has
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procedures in place to address these conflicts. Additionally, portfolio managers/analysts and portfolio management teams are generally not permitted to manage long-only assets alongside long/short assets, although may from time to time manage both hedge funds and long-only accounts, including open-end and closed-end registered investment companies.
3. Description of Compensation
Lazard compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash, stock, and restricted interests in funds managed by Lazard or its affiliates. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by the teams of which they are a member rather than for a specific fund or account. Various factors are considered in the determination of a portfolio managers compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazards investment philosophy. Total compensation is generally not fixed, but rather is based on the following factors: (1) leadership, teamwork, and commitment; (2) maintenance of current knowledge and opinions on companies owned in the portfolio; (3) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (4) ability and willingness to develop and share ideas on a team basis; and (5) the performance results of the portfolios managed by the investment teams of which the portfolio manager is a member.
Variable bonus is based on the portfolio managers quantitative performance as measured by his or her ability to make investment decisions that contribute to the returns of the accounts managed by the teams of which the portfolio manager is a member, by comparison of each account to a predetermined benchmark (as set forth in a prospectus or other governing document, or otherwise, such as the benchmark corresponding to a particular investment strategy managed by Lazard) over the current fiscal year and the longer-term performance (3-, 5-, or 10-year, if applicable) of such account, as well as performance of the account relative to peers. The portfolio managers bonus also can be influenced by subjective measurement of the managers ability to help others make investment decisions
.
4. Ownership of Securities
As of
October 31, 2013
, neither Mr. Lacey nor Mr. Blake owned shares of Vanguard Windsor II Fund.
E.
Sanders Capital, LLC (Sanders)
Sanders, a New York limited liability company, is a registered investment advisor founded in 2009 by Lewis Sanders, former chairman and CEO of AllianceBernstein L.P. Mr. Sanders is the firms controlling owner, CEO, and Co-CIO, with the remaining ownership stake divided among several of his key employees.
1. Other Accounts Managed
Lewis A. Sanders and John P. Mahedy co-manage a portion of Vanguard Windsor II Fund; as of
October 31, 2013,
the Fund held assets of $
45.6
billion. As of
October 31, 2013
, Mr. Sanders and Mr. Mahedy also co-managed one other registered investment company with total assets of $
524
million (advisory fee not based on account performance),
15
other pooled investment vehicles with total assets of $
3.5
billion (advisory fees not based on account performance). As of October 31, 2013, Mr. Sanders also managed 41 other accounts with total assets of $
61.6 b
illion (advisory fees based on account performance for
four
of these accounts with total assets of $
791
million), and
Mr. Mahedy also managed 32 other accounts with total assets of $55 billion (advisory fees based on account performance for four of these accounts with total assets of $791 million).
2. Material Conflicts of Interest
Mr. Sanders and Mr. Mahedy are co-chief investment officers of Sanders. In addition to the Fund, Sanders manages on a discretionary basis other accounts that use the value equity strategy utilized for the Fund or that utilize a different strategy but hold some of the same securities as the Fund, including, as of
October 31, 2013
, two accounts belonging to Mr. Sanders personally.
Mr. Sanders also has an interest in three of the portfolios of a privately offered limited partnership whose general partner is an affiliate of the firm and which is managed by the firm.
Sanders expects to manage additional such accounts in the future. Sanders has strict policies in force to ensure that all clients are treated fairly. For example, when practical, all client orders for the same security entered at the same time are aggregated in a
B-44
single order, and if the order cannot be filled by day-end, Sanders allocates shares to underlying accounts on a pro rata basis. If any order is filled at several prices through multiple trades with the same broker, an average price and commission will be used for the executed trades in the order. For allocation and other purposes, managed accounts of staff members are treated the same as accounts of other clients, in keeping with Sanders belief that staff investments in Sanders products aligns the interests of Sanders and the clients. Sanders has strict rules with respect to personal trading by staff members to ensure that client interests always come first. Staff members must obtain permission prior to executing any trade in a personal account; permission is denied if Sanders is purchasing or considering purchasing a security for clients until all client orders are completed. Once a purchase is made, the staff member must hold the security for at least one year, and beyond that time if the security is then held in client accounts.
3. Description of Compensation
Sanders compensates Mr. Sanders and Mr. Mahedy by means of a fixed guaranteed salary (draw) and a fixed guaranteed bonus. In addition, each Portfolio Manager is entitled to participate in the firms 401(k) plan and, depending on the amount of their contributions, to receive a matching firm contribution to their 401(k) account. Both Mr. Sanders and Mr. Mahedy are members (i.e., part owners) of Sanders Capital, LLC; accordingly, they are each entitled to a proportionate share of the firms profits, if and when earned. Neither Mr. Sanders nor Mr. Mahedy receives any compensation based upon the assets in the Fund or the performance of the Fund. The Portfolio Managers are also members of an affiliate of the firm, which is the General Partner of a Limited Partnership with four portfolios managed by the firm; the General Partner is entitled to a performance allocation if the returns in these portfolios exceed stated amounts. In such event, the Portfolio Managers would benefit proportional to their ownership interests in the General Partner.
4. Ownership of Securities
As of
October 31, 2013
, neither Mr. Sanders nor Mr. Mahedy owned shares of Vanguard Windsor II Fund.
F. Vanguard
Vanguard, through its Equity Investment Group, provides investment advisory services on an at-cost basis for a portion of Vanguard Windsor II Funds assets. The compensation and other expenses of
Vanguards
advisory staff are allocated among the funds utilizing
Vanguards
advisory services.
1. Other Accounts Managed
James D. Troyer, James P. Stetler, and Michael R. Roach together co-manage a portion of
Vanguard
Windsor II Fund; as of
October 31, 2013
, the Fund held assets of $
45.6
billion. As of October 31, 2013, Mr. Troyer, Mr. Stetler, and Mr. Roach also co-managed 13 other registered investment companies with total assets of $64 billion and
four
other pooled investment vehicles with total assets of $85.5 million (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
At Vanguard, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these accounts may include separate accounts, collective trusts, and offshore funds. Managing multiple funds or accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by
trustees
and independent third parties. Vanguard has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.
3. Description of Compensation
All
named Vanguard portfolio managers are Vanguard employees. This section describes the compensation of the Vanguard employees who manage Vanguard mutual funds. As of
October 31, 2013
, a Vanguard portfolio managers compensation generally consists of base salary, bonus, and payments under Vanguards long-term incentive compensation program. In addition, portfolio managers are eligible for the standard retirement benefits and health and
B-45
welfare benefits available to all Vanguard employees. Also, certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Vanguard adopted in the 1980s to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of tax law changes. These plans are structured to provide the same retirement benefits as the standard retirement plans.
In the case of portfolio managers responsible for managing multiple Vanguard funds or accounts, the method used to determine their compensation is the same for all funds and investment accounts. A portfolio managers base salary is determined by the managers experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by Vanguards Human Resources Department. A portfolio managers base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs.
A portfolio managers bonus is determined by a number of factors. One factor is gross, pre-tax performance of a fund relative to expectations for how the fund should have performed, given
the funds investment
objective, policies, strategies, and limitations, and the market environment during the measurement period. This performance factor is not based on the
amount
of assets held in the funds portfolio. For the portion of the Windsor II Fund managed by Vanguard, the performance factor depends on how successfully the portfolio manager outperforms the MSCI US Prime Market Value Index and maintains the risk parameters of the Fund over a three-year period. Additional factors include the portfolio managers contributions to the investment management functions within the sub-asset class, contributions to the development of other investment professionals and supporting staff, and overall contributions to strategic planning and decisions for the investment group. The target bonus is expressed as a percentage of base salary. The actual bonus paid may be more or less than the target bonus, based on how well the manager satisfies the objectives
previously described
. The bonus is paid on an annual basis.
Under the long-term incentive compensation program, all full-time employees receive a payment from Vanguards long-term incentive compensation plan based on their years of service, job level, and, if applicable, management responsibilities. Each year, Vanguards independent directors determine the amount of the long-term incentive compensation award for that year based on the investment performance of the Vanguard funds relative to competitors and Vanguards operating efficiencies in providing services to the Vanguard funds.
4. Ownership of Securities
Vanguard employees, including portfolio managers, allocate their investments among the various Vanguard funds based on their own individual investment needs and goals. Vanguard employees, as a group, invest a sizeable portion of their personal assets in Vanguard funds. As of
October 31, 2013
, Vanguard employees collectively invested more than $
4.1
billion in Vanguard funds. F. William McNabb III, Chairman of the Board, Chief Executive Officer, and President of Vanguard and the Vanguard funds, invests substantially all of his personal financial assets in Vanguard funds.
As of
October 31, 2013
, Mr. Roach owned shares of Vanguard Windsor II Fund within the $
5
0,001-$
10
0,000 range. Mr. Troyer and Mr. Stetler owned no shares of Vanguard Windsor II Fund.
Duration and Termination of Investment Advisory Agreements
The Funds current investment advisory agreements with the unaffiliated advisors (other than Pzena) are renewable for successive one-year periods, only if (1) each renewal is specifically approved by a vote of the Funds board of trustees, including the affirmative votes of a majority of the trustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of considering such approval, or (2) each renewal is specifically approved by a vote of a majority of the Funds outstanding voting securities. An agreement is automatically terminated if assigned, and may be terminated without penalty at any time either (1) by vote of the board of trustees of the Fund upon thirty (30) days written notice to the advisor (no prior written notice to Pzena), (2) by a vote of a majority of the Funds outstanding voting securities upon 30 days written notice to the advisor (no prior written notice to Pzena), or (3) by the advisor upon ninety (90) days written notice to the Fund.
The intial investment advisory agreement with Pzena is binding for a two-year period. At the end of that time, the agreement will become renewable for successive one-year periods, subject to the above-conditions.
B-46
Vanguard provides at-cost investment advisory services to Vanguard Windsor II Fund pursuant to the terms of the Fifth Amended and Restated Funds’ Service Agreement. This agreement will continue in full force and effect until terminated or amended by mutual agreement of the Vanguard funds and Vanguard.
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. The advisor also may receive brokerage or research services from broker-dealers that are provided at no charge in recognition of the volume of trades directed to the broker. To the extent research services or products may be a factor in selecting brokers, services and products may include written research reports analyzing performance or securities, discussions with research analysts, meetings with corporate executives to obtain oral reports on company performance, market data, and other products and services that will assist the advisor in its investment decision-making process. The research services provided by brokers through which a Fund effects securities transactions may be used by the advisor in servicing all of its accounts, and some of the services may not be used by the advisor in connection with the Fund.
During
the fiscal years ended October 31, 2011, 2012, and 2013, the Funds paid the following approximate amounts in brokerage commissions:
|
|
|
|
Vanguard Fund
|
2011
|
2012
|
2013
|
Windsor Fund
|
$11,336,000
|
$9,957,000
|
$6,908,000
|
Windsor II Fund
1
|
14,968,000
|
9,458,000
|
14,842,000
|
1 Increased trading activity
during the fiscal year ended
October 31, 2013,
resulted in higher turnover, which led to an increase in brokerage commissions for the year.
|
|
|
|
|
Some securities that are considered for investment by a Fund may also be appropriate for other Vanguard funds or for other clients served by the advisors. If such securities are compatible with the investment policies of a Fund and one or more of an advisor’s other clients and are considered for purchase or sale at or about the same time, then transactions in such securities may be aggregated by the advisor, and the purchased securities or sale proceeds may be allocated among the participating Vanguard funds and the other participating clients of the advisor in a manner deemed equitable by the advisor. Although there may be no specified formula for allocating such transactions, the allocation methods used, and the results of such allocations, will be subject to periodic review by the Funds‘ board of trustees.
The ability of Vanguard and external advisors to purchase or dispose of investments in regulated industries, the derivatives markets, and certain international markets, or to exercise rights on behalf of a Fund, may be restricted or impaired
because of
limitations on the aggregate level of investment unless regulatory or corporate consents are obtained. As a result, Vanguard and external advisors on behalf of a Fund may be required to limit purchases, sell existing investments, or otherwise restrict or limit the exercise of shareholder rights by the Fund, including voting rights.
B-47
As of
October 31, 2013
, each Fund held securities of its regular brokers or dealers, as that term is defined in Rule 10b-1 of the 1940 Act, as follows:
|
|
|
Vanguard Fund
|
Regular Broker or Dealer (or Parent)
|
Aggregate Holdings
|
Windsor Fund
|
Banc of America Securities LLC
|
$358,800,000
|
|
Citigroup Global Markets Inc.
|
328,700,000
|
|
Goldman, Sachs & Co.
|
90,300,000
|
|
Morgan Stanley
|
94,100,000
|
|
Windsor II Fund
|
Barclays Inc.
|
$104,000,000
|
|
BNP Paribas Securities Corp.
|
112,400,000
|
|
Citigroup Global Markets Inc.
|
932,000
|
|
Goldman, Sachs & Co.
|
141,000,000
|
|
J.P. Morgan Securities Inc.
|
1,138,900,000
|
|
Morgan Stanley
|
97,200,000
|
|
Wells Fargo Securities, LLC
|
1,057,000
|
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 and subject to the operating procedures and guidelines described below. The Committee reports directly to the Board. Vanguard is subject to these procedures and guidelines to the extent that they call for Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the guidelines have been approved by the Board of Directors of Vanguard.
The overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a funds investmentsand those of fund shareholdersover the long term. Although the goal is simple, the proposals the funds receive are varied and frequently complex. As such, the guidelines adopted by the Board provide a rigorous framework for assessing each proposal. Under the guidelines, each proposal must be evaluated on its merits, based on the particular facts and circumstances as presented.
For ease of reference, the procedures and guidelines often refer to all funds. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual funds. For most proxy proposals, particularly those involving corporate governance, the evaluation will result in the same position being taken across all of the funds and the funds voting as a block. In some cases, however, a fund may vote differently, depending upon the nature and objective of the fund, the composition of its portfolio, and other factors.
The guidelines do not permit the Board to delegate voting responsibility to a third party that does not serve as a fiduciary for the funds. Because many factors bear on each decision, the guidelines incorporate factors the Committee should consider in each voting decision. A fund may refrain from voting some or all of its shares
or vote in a particular way
if doing so would be in the funds and its shareholders best interests. These circumstances may arise, for example, if the expected cost of voting exceeds the expected benefits of voting, if exercising the vote would result in the imposition of trading or other restrictions, or if a fund (or all Vanguard funds in the aggregate) were to own more than
the permissible m
aximum percentage of a companys stock (as determined by the companys governing documents
or by applicable law, regulation, or regulatory agreement
).
In evaluating proxy proposals, we consider information from many sources, including, but not limited to, the investment advisor for the fund, the management or shareholders of a company presenting a proposal, and independent proxy research services. We will give substantial weight to the recommendations of the companys board, absent guidelines or other specific facts that would support a vote against management. In all cases, however, the ultimate decision rests with the members of the Committee, who are accountable to the funds Board.
While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or
B-48
contested proxy), the Committee will evaluate the issue and cast the funds vote in a manner that, in the Committees view, will maximize the value of the funds investment, subject to the individual circumstances of the fund.
I. The Board of Directors
A. Election of directors
Good governance starts with a majority-independent board, whose key committees are made up entirely of independent directors. As such, companies should attest to the independence of directors who serve on the Compensation, Nominating, and Audit committees. In any instance in which a director is not categorically independent, the basis for the independence determination should be clearly explained in the proxy statement.
Although the funds will generally support the boards nominees, the following factors will be taken into account in determining each funds vote:
|
|
Factors For Approval
|
Factors Against Approval
|
Nominated slate results in board made up of a majority of
|
Nominated slate results in board made up of a majority of
|
independent directors.
|
non-independent directors.
|
All members of Audit, Nominating, and Compensation
|
Audit, Nominating, and/or Compensation committees include
|
committees are independent of management.
|
non-independent members.
|
|
Incumbent board member failed to attend at least 75% of meetings
|
|
in the previous year.
|
|
Actions of committee(s) on which nominee serves are inconsistent with
|
|
other guidelines (e.g., excessive equity grants, substantial non-audit fees,
|
|
lack of board independence).
|
B. Contested director elections
In the case of contested board elections, we will evaluate the nominees qualifications, the performance of the incumbent board, and the rationale behind the dissidents campaign, to determine the outcome that we believe will maximize shareholder value.
C. Classified boards
The funds will generally support proposals to declassify existing boards (whether proposed by management or shareholders), and will block efforts by companies to adopt classified board structures in which only part of the board is elected each year.
II. Approval of Independent Auditors
The relationship between the company and its auditors should be limited primarily to the audit, although it may include certain closely related activities that do not, in the aggregate, raise any appearance of impaired independence. The funds will generally support managements recommendation for the ratification of the auditor, except in instances in which audit and audit-related fees make up less than 50% of the total fees paid by the company to the audit firm. We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with the company (regardless of its size relative to the audit fee) to determine whether independence has been compromised.
III. Compensation Issues
A. Stock-based compensation plans
Appropriately designed stock-based compensation plans, administered by an independent committee of the board and approved by shareholders, can be an effective way to align the interests of long-term shareholders with the interests of management, employees, and directors. The funds oppose plans that substantially dilute their ownership interest in the company, provide participants with excessive awards, or have inherently objectionable structural features.
An independent compensation committee should have significant latitude to deliver varied compensation to motivate the companys employees. However, we will evaluate compensation proposals in the context of several factors (a companys industry, market capitalization, competitors for talent, etc.) to determine whether a particular plan or proposal balances
B-49
the perspectives of employees and the companys other shareholders. We will evaluate each proposal on a case-by-case basis, taking all material facts and circumstances into account.
The following factors will be among those considered in evaluating these proposals:
|
|
Factors For Approval
|
Factors Against Approval
|
Company requires senior executives to hold a minimum amount
|
Total potential dilution (including all stock-based plans) exceeds 15% of
|
of company stock (frequently expressed as a multiple of salary).
|
shares outstanding.
|
Company requires stock acquired through equity awards to be
|
Annual equity grants have exceeded 2% of shares outstanding.
|
held for a certain period of time.
|
|
Compensation program includes performance-vesting awards,
|
Plan permits repricing or replacement of options without
|
indexed options, or other performance-linked grants.
|
shareholder approval.
|
Concentration of equity grants to senior executives is limited
|
Plan provides for the issuance of reload options.
|
(indicating that the plan is very broad-based).
|
|
Stock-based compensation is clearly used as a substitute for
|
Plan contains automatic share replenishment (evergreen) feature.
|
cash in delivering market-competitive total pay.
|
|
Bonus plans, which must be periodically submitted for shareholder approval to qualify for deductibility under Section 162(m) of the IRC, should have clearly defined performance criteria and maximum awards expressed in dollars. Bonus plans with awards that are excessive, in both absolute terms and relative to a comparative group, generally will not be supported.
C. Employee stock purchase plans
The funds will generally support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and that shares reserved under the plan amount to less than 5% of the outstanding shares.
D. Advisory votes on executive compensation (Say on Pay)
In addition to proposals on specific equity or bonus plans, the funds are required to cast advisory votes approving many companies overall executive compensation plans (so-called Say on Pay votes). In evaluating these proposals, we consider a number of factors, including the amount of compensation that is at risk, the amount of equity-based compensation that is linked to the companys performance, and the level of compensation as compared to industry peers. The funds will generally support pay programs that demonstrate effective linkage between pay and performance over time and that provide compensation opportunities that are competitive relative to industry peers. On the other hand, pay programs in which significant compensation is guaranteed or insufficiently linked to performance will be less likely to earn our support.
E. Executive severance agreements (golden parachutes)
Although executives incentives for continued employment should be more significant than severance benefits, there are instancesparticularly in the event of a change in controlin which severance arrangements may be appropriate. Severance benefits payable upon a change of control AND an executives termination (so-called double trigger plans) are generally acceptable to the extent that benefits paid do not exceed three times salary and bonus. Arrangements in which the benefits exceed three times salary and bonus should be justified and submitted for shareholder approval. We do not generally support guaranteed severance absent a change in control or arrangements that do not require the termination of the executive (so-called single trigger plans).
IV. Corporate Structure and Shareholder Rights
The exercise of shareholder rights, in proportion to economic ownership, is a fundamental privilege of stock ownership that should not be unnecessarily limited. Such limits may be placed on shareholders ability to act by corporate charter or by-law provisions, or by the adoption of certain takeover provisions. In general, the market for corporate control should be allowed to function without undue interference from these artificial barriers.
B-50
The funds positions on a number of the most commonly presented issues in this area are as follows:
A. Shareholder rights plans (poison pills)
A companys adoption of a so-called poison pill effectively limits a potential acquirers ability to buy a controlling interest
without the approval of the targets board of directors. Such a plan, in conjunction with other takeover defenses, may serve to entrench incumbent management and directors. However, in other cases, a poison pill may force a suitor to negotiate with the board and result in the payment of a higher acquisition premium.
In general, shareholders should be afforded the opportunity to approve shareholder rights plans within a year of their adoption. This provides the board with the ability to put a poison pill in place for legitimate defensive purposes, subject to subsequent approval by shareholders. In evaluating the approval of proposed shareholder rights plans, we will consider the following factors:
Factors For Approval Factors Against Approval
Plan is relatively short-term (3-5 years). Plan is long term (>5 years).
Plan requires shareholder approval for renewal. Renewal of plan is automatic or does not require shareholder approval.
Plan incorporates review by a committee of independent Board with limited independence.
directors at least every three years (so-called TIDE provisions).
Ownership trigger is reasonable (15-20%). Ownership trigger is less than 15%.
Highly independent, non-classified board. Classified board.
Plan includes permitted-bid/qualified-offer feature (chewable
pill) that mandates a shareholder vote in certain situations.
B. 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 corporations board of directors. Often, proposals may address concerns with which the Board philosophically agrees, but absent a compelling economic
B-51
impact on shareholder value (e.g., proposals to require expensing of stock options), the funds will typically abstain from voting on these proposals. This reflects the belief that regardless of our philosophical perspective on the issue, these decisions should be the province of company management unless they have a significant, tangible impact on the value of a funds investment and management is not responsive to the matter.
VI. Voting in Foreign Markets
Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which the funds may invest. Each funds votes will be used, where applicable, to advocate for improvements in governance and disclosure by each funds portfolio companies. We will evaluate issues presented to shareholders for each funds foreign holdings in the context with the guidelines described above, as well as local market standards and best practices. The funds will cast their votes in a manner believed to be philosophically consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances in which the funds elect not to vote, as described below.
Many foreign markets require that securities be blocked or reregistered to vote at a companys meeting. Absent an issue of compelling economic importance, we will generally not subject the fund to the loss of liquidity imposed by these requirements.
The costs of voting (e.g., custodian fees, vote agency fees) in foreign markets may be substantially higher than for U.S. holdings. As such, the fund may limit its voting on foreign holdings in instances in which the issues presented are unlikely to have a material impact on shareholder value.
VII. Voting Shares of a Company that has an Ownership Limitation
Certain companies have provisions in their governing documents that restrict stock ownership in excess of a specified
limit.
Typically, these ownership restrictions are included in the governing documents of real estate investment trusts, but may be included in other companies governing documents.
A companys governing documents normally allow the company to grant a waiver of these ownership limits, which would allow a fund (or all Vanguard-advised funds) to exceed the stated ownership limit. Sometimes a company will grant a waiver without restriction. From time to time, a company may grant a waiver only if a fund (or funds) agrees to not vote the companys shares in excess of the normal specified limit. In such a circumstance, a fund may refrain from voting shares if owning the shares beyond the companys specified limit is in the best interests of the fund and its shareholders.
In addition, applicable law may require prior regulatory approval to permit ownership of certain regulated issuers voting securities above certain limits or may impose other restrictions on owners of more than a certain percentage of a regulated issuers voting shares. The Board has authorized the funds to vote shares above these limits in the same proportion as votes cast by the issuers entire shareholder base (i.e., mirror vote) or to refrain from voting excess shares if mirror voting is not practicable. For example, rules administered by the Board of Governors of the Federal Reserve System (the FRB) generally require that a person seeking to own more than 10% of a bank regulated by the FRB seek prior approval. Vanguard has obtained regulatory approval that allows Vanguard funds to own up to 15% of a class of a banks outstanding voting shares without seeking prior regulatory approval, provided the funds shares in excess of 10% are mirror voted or not voted at all.
These ownership limits may be applied at the individual fund level, across all Vanguard-advised funds, or across all Vanguard funds, regardless of whether they are advised by Vanguard.
VIII. Voting on a Funds Holdings of Other Vanguard Funds
Certain Vanguard funds (owner funds) may, from time to time, own shares of other Vanguard funds (underlying funds). If an underlying fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the owner funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund.
B-52
IX. The Proxy Voting Group
The Board has delegated the day-to-day operations of the funds proxy voting process to the Proxy Voting Group, which the Committee oversees. Although most votes will be determined, subject to the individual circumstances of each fund, by reference to the guidelines as separately adopted by each of the funds, there may be circumstances when the Proxy Voting Group will refer proxy issues to the Committee for consideration. In addition, at any time, the Board has the authority to vote proxies, when, at the Boards or the Committees discretion, such action is warranted.
The Proxy Voting Group performs the following functions: (1) managing proxy voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals using factors described in the guidelines; (4) determining and addressing potential or actual conflicts of interest that may be presented by a particular proxy; and (5) voting proxies. The Proxy Voting Group also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.
X. The Proxy Oversight Committee
The Board, including a majority of the independent trustees, appoints the members of the Committee who are senior officers of Vanguard.
The Committee does not include anyone whose primary duties include external client relationship management or sales. This clear separation between the proxy voting and client relationship functions is intended to eliminate any potential conflict of interest in the proxy voting process. In the unlikely event that a member of the Committee believes he or she might have a conflict of interest regarding a proxy vote, that member must recuse himself or herself from the committee meeting at which the matter is addressed, and not participate in the voting decision.
The Committee works with the Proxy Voting Group to provide reports and other guidance to the Board regarding proxy voting by the funds. The Committee has an obligation to conduct its meetings and exercise its decision-making authority subject to the fiduciary standards of good faith, fairness, and Vanguards Code of Ethics. The Committee shall authorize proxy votes that the Committee determines, at its sole discretion, to be in the best interests of each funds shareholders. In determining how to apply the guidelines to a particular factual situation, the Committee may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.
The Board may review these procedures and guidelines and modify them from time to time. The procedures and guidelines are available on Vanguards website at
vanguard.com
.
You may obtain a free copy of a report that details how the funds voted the proxies relating to the portfolio securities held by the funds for the prior 12-month period ended June 30 by logging on to Vanguards website at
vanguard.com
or the SECs website at
www
.sec.gov.
FINANCIAL STATEMENTS
Each Funds Financial Statements for the fiscal year ended October 31, 2013, appearing in the Funds 2013 Annual Reports to Shareholders, and the reports thereon of PricewaterhouseCoopers LLP, an independent registered public accounting firm, also appearing therein, are incorporated by reference into this Statement of Additional Information. For a more complete discussion of each Funds performance, please see the Funds Annual and Semiannual Reports to Shareholders, which may be obtained without charge.
SAI022 022014
B-53
PART C
VANGUARD WINDSOR FUNDS
OTHER INFORMATION
Item 28. Exhibits
(a)
|
Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed on February 26, 2009, Post-Effective Amendment No. 111, are hereby incorporated by reference.
|
(b)
|
By-Laws, filed on February 24, 2011, Post-Effective Amendment No. 115, are hereby incorporated by reference.
|
(c)
|
Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the Registrants Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) above.
|
(d)
|
Investment Advisory Contracts, for Wellington Management Company,
LLP
, filed on February 22, 2008, Post-Effective Amendment No. 110; for Hotchkis and Wiley Capital Management, LLC, filed on December 21, 2009, Post-Effective Amendment No. 112; for Sanders Capital, LLC, filed on February 24, 2010, Post-Effective Amendment No. 114; and for Barrow, Hanley, Mewhinney & Strauss, LLC, Lazard Asset Management, LLC, and Armstrong Shaw Associates Inc., filed on February 27, 2012, Post-Effective Amendment No. 117, are hereby incorporated by reference. For Pzena Investment Management, LLC,
is filed herewith.
The Vanguard Group, Inc., provides investment advisory services to the Windsor II Fund at cost pursuant to the Amended and Restated Funds Service Agreement, refer to (h) below.
|
(e)
|
Underwriting Contracts, not applicable
|
(f)
|
Bonus or Profit Sharing Contracts, reference is made to the section entitled Management of the Funds in Part B of this Registration Statement.
|
(g)
|
Custodian Agreement, for Brown Brothers Harriman & Co., filed on February 27, 2012, Post- Effective Amendment No. 117, is hereby incorporated by reference.
|
(h)
|
Other Material Contracts, Amended and Restated Funds Service Agreement, filed on February 27, 2012, Post-Effective Amendment No. 117, is hereby incorporated by reference.
|
(i)
|
Legal Opinion, not applicable.
|
(j)
|
Other Opinions, Consent of Independent Registered Public Accounting Firm,
is filed herewith.
|
(k)
|
Omitted Financial Statements, not applicable.
|
(l)
|
Initial Capital Agreements, not applicable.
|
(m)
|
Rule 12b-1 Plan, not applicable.
|
(n)
|
Rule 18f-3 Plan,
is filed herewith
.
|
(o)
|
Reserved.
|
(p)
|
Codes of Ethics, for Hotchkis and Wiley Capital Management, LLC, and Barrow, Hanley, Mewhinney & Srauss, LLC, filed on February 22, 2008, Post-Effective Amendment No. 110; for Sanders Capital, LLC, and The Vanguard Group, Inc., filed on January 13, 2010, Post- Effective Amendment No. 113; for Wellington Management Company,
LLP
,
is filed herewith
; for Armstrong Shaw Associates Inc.
is filed herewith
; and Lazard Asset Management, LLC, filed on February 27, 2012, Post-Effective Amendment No. 117; and for Pzena Investment Management, LLC, filed on August 2, 2012, Post-Effective Amendment No. 119 are hereby
|
incorporated
|
by reference.
|
Item 29. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by or under common control with any person.
Item 30. Indemnification
The Registrants organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustees or officers office with the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933
(the Securities Act)
may be permitted for directors, officers, or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the
Securities
Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Advisers
Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley) is an investment adviser registered under the Investment Advisers Act of 1940 (the Advisers Act). The list required by this Item 31 of officers and directors of Barrow, Hanley, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Barrow, Hanley pursuant to the Advisers Act (SEC File No. 801-31237).
Hotchkis and Wiley Capital Management, LLC (Hotchkis and Wiley) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Hotchkis and Wiley, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Hotchkis and Wiley pursuant to the Advisers Act (SEC File No. 801-60512).
Wellington Management Company,
LLP
(Wellington Management) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and partners of Wellington Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).
The Vanguard Group, Inc. (Vanguard) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).
Armstrong Shaw Associates Inc. (Armstrong Shaw) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Armstrong Shaw, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Armstrong Shaw pursuant to the Advisers Act (SEC File No. 801-20597).
Lazard Asset Management LLC (Lazard) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Lazard Asset Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Lazard pursuant to the Advisers Act (SEC File No. 801-61701).
Sanders Capital, LLC (Sanders) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and members of Sanders, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and members during the past two years, is incorporated herein by reference from Form ADV filed by Sanders pursuant to the Advisers Act (SEC File No. 801-70661).
Pzena Investment Management, LLC (Pzena) is an investment adviser registerd under the Advisers Act. The list required by this Item 31 of officers and directors of Pzena, 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 hereby incorporated by reference from Form ADV filed by Pzena pursuant to the Advisers Act (SEC File No. 801-50838).
Item 32. Principal Underwriters
(a)Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of
more than
180 mutual funds.
(b)The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355.
|
|
|
Name
|
Positions and Office with Underwriter
|
Positions and Office with Funds
|
F. William McNabb III
|
Director
|
Chairman and Chief Executive Officer
|
Michael S. Miller
|
Director and Managing Director
|
None
|
Glenn W. Reed
|
Director
|
None
|
Mortimer J. Buckley
|
Director and Senior Vice President
|
None
|
Martha G. King
|
Director and Senior Vice President
|
None
|
Chris D. McIsaac
|
Director and Senior Vice President
|
None
|
Heidi Stam
|
Director and Senior Vice President
|
Secretary
|
Paul A. Heller
|
Director
and Senior Vice President
|
None
|
Pauline C. Scalvino
|
Chief Compliance Officer
|
Chief Compliance Officer
|
Jack Brod
|
Principal
|
None
|
Kathryn Himsworth
|
Principal
|
None
|
Brian Gallary
|
Principal
|
None
|
John C. Heywood
|
Principal
|
None
|
Timothy P. Holmes
|
Principal
|
None
|
Sarah Houston
|
Principal
|
None
|
Colin M. Kelton
|
Principal
|
None
|
Mike Lucci
|
Principal
|
None
|
Brian McCarthy
|
Principal
|
None
|
Jane K. Myer
|
Principal
|
None
|
Tammy Virnig
|
Principal
|
None
|
Salvatore L. Pantalone
|
Financial and Operations Principal and Assistant Treasurer
|
None
|
Joseph Colaizzo
|
Financial and Operations Principal
|
None
|
Richard D. Carpenter
|
Principal
|
None
|
Jack T. Wagner
|
Principal
|
None
|
Michael L. Kimmel
|
Assistant Secretary
|
None
|
Caroline Cosby
|
Secretary
|
None
|
(c)Not Applicable.
Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31(a) of the Investment Company Act
of 1940, as amended and
the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, PA 19355; the Registrants Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355;
t
he Registrants Custodian, Brown Brothers Harriman & Co., 40 Water Street, Boston, MA 02109;
and the Registrants investment advisors at their respective locations identified in the Statement of Additional Information.
Item 34. Management Services
Other than as set forth in the section entitled Management of the Funds in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets all requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the
25th
day of February,
2014.
VANGUARD WINDSOR FUNDS
BY:____________
/s/ F. William McNabb III*
____
F. William McNabb III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
|
|
|
Signature
|
Title
|
Date
|
|
/
S
/ F. W
ILLIAM
M
C
N
ABB
III*
|
Chairman and Chief Executive Officer
|
February 25, 2014
|
F. William McNabb
|
|
|
/
S
/ E
MERSON
U. F
ULLWOOD
*
|
Trustee
|
February 25, 2014
|
Emerson U. Fullwood
|
|
|
/
S
/ R
AJIV
L. G
UPTA
*
|
Trustee
|
February 25, 2014
|
Rajiv L. Gupta
|
|
|
/
S
/ A
MY
G
UTMANN
*
|
Trustee
|
February 25, 2014
|
Amy Gutmann
|
|
|
/
S
/ J
O
A
NN
H
EFFERNAN
H
EISEN
*
|
Trustee
|
February 25, 2014
|
JoAnn Heffernan Heisen
|
|
|
/
S
/ F. J
OSEPH
L
OUGHREY
*
|
Trustee
|
February 25, 2014
|
F. Joseph Loughrey
|
|
|
/
S
/ M
ARK
L
OUGHRIDGE
*
|
Trustee
|
February 25, 2014
|
Mark Loughridge
|
|
|
/
S
/ S
COTT
C. M
ALPASS
*
|
Trustee
|
February 25, 2014
|
Scott C. Malpass
|
|
|
/
S
/ A
NDRÉ
F.
PEROLD
*
|
Trustee
|
February 25, 2014
|
André F. Perold
|
|
|
/
S
/ A
LFRED
M. R
ANKIN
, J
R
.*
|
Trustee
|
February 25, 2014
|
Alfred M. Rankin, Jr.
|
|
|
/
S
/ P
ETER
F. V
OLANAKIS
*
|
Trustee
|
February 25, 2014
|
Peter F. Volanakis
|
|
|
/
S
/ T
HOMAS
J. H
IGGINS
*
|
Chief Financial Officer
|
February 25, 2014
|
Thomas J. Higgins
|
|
|
*By:
/s/ Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on March 27, 2012, see File Number 2-11444, Incorporated by Reference.
|
|
INDEX TO EXHIBITS
|
|
|
Investment Advisory Contract for Pzena Investment Management, LLC
|
Ex-99.d
|
Other Opinions, Consent of Independent Registered Public Accounting Firm
|
Ex-99.j
|
Rule 18f-3 Plan
|
Ex.99.n
|
Codes of Ethics for Wellington Management Company, LLP
|
Ex.99.p
|
Codes of Ethics for Armstrong Shaw Associates Inc.
|
Ex.99.p
|
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