SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
 
 
 
Form N-1A 
 
REGISTRATION STATEMENT (NO. 2-57689) UNDER 
THE SECURITIES ACT OF 1933 
Pre-Effective Amendment No. 
Post-Effective Amendment No. 100 
and 
 
REGISTRATION STATEMENT (811-02687) UNDER THE INVESTMENT COMPANY 
ACT OF 1940 
Amendment No. 104 
 
 
VANGUARD MUNICIPAL BOND FUNDS 
(Exact Name of Registrant as Specified in Declaration of Trust) 
 
P.O. Box 2600, Valley Forge, PA 19482 
(Address of Principal Executive Office) 
 
Registrant’s Telephone Number (610) 669-1000 
 
Anne E. Robinson, Esquire 
P.O. Box 876 
Valley Forge, PA 19482 
 
Approximate Date of Proposed Public Offering: 
It is proposed that this filing will become effective (check appropriate box) 
[ ] immediately upon filing pursuant to paragraph (b) 
[X] on February 26, 2019, pursuant to paragraph (b) 
[ ] 60 days after filing pursuant to paragraph (a)(1) 
[ ] on (date) pursuant to paragraph (a)(1) 
[] 75 days after filing pursuant to paragraph (a)(2) 
[ ] on (date) pursuant to paragraph (a)(2) of rule 485 
If appropriate, check the following box: 
[ ] This post-effective amendment designates a new effective date for a 
previously filed post-effective amendment. 

 


Vanguard Municipal Bond Funds 
Prospectus 
 
February 26, 2019 
 
 
Investor Shares & Admiral™ Shares 
Vanguard Municipal Money Market Fund Investor Shares (VMSXX) 
Vanguard Short-Term Tax-Exempt Fund Investor Shares (VWSTX) 
Vanguard Short-Term Tax-Exempt Fund Admiral Shares (VWSUX) 
Vanguard Limited-Term Tax-Exempt Fund Investor Shares (VMLTX) 
Vanguard Limited-Term Tax-Exempt Fund Admiral Shares (VMLUX) 
Vanguard Intermediate-Term Tax-Exempt Fund Investor Shares (VWITX) 
Vanguard Intermediate-Term Tax-Exempt Fund Admiral Shares (VWIUX) 
Vanguard Long-Term Tax-Exempt Fund Investor Shares (VWLTX) 
Vanguard Long-Term Tax-Exempt Fund Admiral Shares (VWLUX) 
Vanguard High-Yield Tax-Exempt Fund Investor Shares (VWAHX) 
Vanguard High-Yield Tax-Exempt Fund Admiral Shares (VWALX) 
 
 
 
 
This prospectus contains financial data for the Funds through the fiscal year ended October 31, 2018. 
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or 
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. 

 


 

Contents       
 
 
Vanguard Fund Summaries    Financial Highlights  51 
Municipal Money Market Fund  1  Investing With Vanguard  62 
Short-Term Tax-Exempt Fund  5  Purchasing Shares  62 
Limited-Term Tax-Exempt Fund  11  Converting Shares  66 
Intermediate-Term Tax-Exempt Fund  17  Redeeming Shares  67 
Long-Term Tax-Exempt Fund  22  Exchanging Shares  71 
High-Yield Tax-Exempt Fund  27  Frequent-Trading Limitations  72 
Investing in Tax-Exempt Funds  32  Other Rules You Should Know  74 
Investing in Money Market Funds  33  Fund and Account Updates  78 
More on the Funds  35  Contacting Vanguard  80 
The Funds and Vanguard  45  Additional Information  81 
Investment Advisor  46  Glossary of Investment Terms  83 
Dividends, Capital Gains, and Taxes  47     
Share Price  50     

 


 

Vanguard Municipal Money Market Fund

Investment Objective

The Fund seeks to provide current income that is exempt from federal personal income taxes while maintaining liquidity and a stable share price of $1.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees   
(Fees paid directly from your investment)   
 
Sales Charge (Load) Imposed on Purchases  None 
Purchase Fee  None 
Sales Charge (Load) Imposed on Reinvested Dividends  None 
Redemption Fee  None 
Account Service Fee (for certain fund account balances below $10,000)  $20/year 
 
Annual Fund Operating Expenses   
(Expenses that you pay each year as a percentage of the value of your investment)   
 
Management Fees  0.13% 
12b-1 Distribution Fee  None 
Other Expenses  0.02% 
Total Annual Fund Operating Expenses  0.15% 

 

Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the Fund provides a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year  3 Years  5 Years  10 Years 
$15  $48  $85  $192 

 

1


 

Principal Investment Strategies

The Fund invests in a variety of high-quality, short-term municipal securities. To be considered high quality, a security must be determined by Vanguard to present minimal credit risk based in part on a consideration of maturity, portfolio diversification, portfolio liquidity, and credit quality. The Fund invests in securities with effective maturities of 397 days or less, maintains a dollar-weighted average maturity of 60 days or less, and maintains a dollar-weighted average life of 120 days or less.

Principal Risks

The Fund is designed for investors with a low tolerance for risk; however, the Fund is subject to the following risks, which could affect the Fund’s performance:

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Because the Fund’s income is based on short-term interest rates—which can fluctuate significantly over short periods—income risk is expected to be high.

Credit risk, which is the chance that the issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that security to decline. Credit risk should be very low for the Fund because it invests primarily in securities that are considered to be of high quality.

Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Tax risk, which is the chance that all or a portion of the tax-exempt income from municipal bonds held by the Fund will be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state or local tax authorities, or noncompliant conduct of a bond issuer.

Derivatives risk. The Fund may invest in structured products such as tender option bonds and long-term municipal bonds combined with a demand feature (i.e., variable rate demand notes or VRDNs), which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has

2


 

no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Fund compare with those of a comparative benchmark, which has investment characteristics similar to those of the Fund. Returns for the Municipal Money Market Funds Average are derived from data provided by Lipper, a Thomson Reuters Company. Keep in mind that the Fund’s past performance does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Municipal Money Market Fund Investor Shares


During the periods shown in the bar chart, the highest return for a calendar quarter was 0.39% (quarter ended December 31, 2018), and the lowest return for a quarter was 0.00% (quarter ended March 31, 2014).

Average Annual Total Returns for Periods Ended December 31, 2018     
  1 Year  5 Years  10 Years 
Vanguard Municipal Money Market Fund  1.31%  0.48%  0.31% 
Municipal Money Market Funds Average  0.99%  0.31%  0.17% 

 

3


 

Investment Advisor
The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

Justin A. Schwartz, CFA, Portfolio Manager at Vanguard and head of Vanguard’s Municipal Money Market Funds. He has managed the Fund since 2016.

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). When your trade is processed depends on the day and time Vanguard receives your request in good order and the manner in which it is submitted. Generally, trades placed after the close of business are processed during the next business day. The minimum investment amount required to open and maintain a Fund account for Investor Shares is $3,000. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Investor Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. The Fund is only eligible for purchase within accounts beneficially owned by natural persons.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. A majority of the income dividends that you receive from the Fund are expected to be exempt from federal income taxes. However, a portion of the Fund’s distributions may be subject to federal, state, or local income taxes or the federal alternative minimum tax.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

4


 

Vanguard Short-Term Tax-Exempt Fund

Investment Objective

The Fund seeks to provide current income that is exempt from federal personal income taxes, with limited price volatility.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees     
(Fees paid directly from your investment)     
  Investor Shares  Admiral Shares 
Sales Charge (Load) Imposed on Purchases  None  None 
Purchase Fee  None  None 
Sales Charge (Load) Imposed on Reinvested Dividends  None  None 
Redemption Fee  None  None 
Account Service Fee (for certain fund account balances below  $20/year  $20/year 
$10,000)     

 

Annual Fund Operating Expenses     
(Expenses that you pay each year as a percentage of the value of your investment)   
  Investor Shares  Admiral Shares 
Management Fees  0.14%  0.08% 
12b-1 Distribution Fee  None  None 
Other Expenses  0.03%  0.01% 
Total Annual Fund Operating Expenses  0.17%  0.09% 

 

5


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year  3 Years  5 Years  10 Years 
Investor Shares  $17  $55  $96  $217 
Admiral Shares  $9  $29  $51  $115 

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 42% of the average value of its portfolio.

Principal Investment Strategies

The Fund has no limitations on the maturity of individual securities but is expected to maintain a dollar-weighted average maturity of 1 to 2 years. At least 75% of the securities held by the Fund are municipal bonds in the top three credit-rating categories as determined by a nationally recognized statistical rating organization (NRSRO) (e.g., Aaa, Aa, and A by Moody‘s Investors Service, Inc. (Moody‘s)) or, if unrated, determined to be of comparable quality by the advisor. The Fund may invest up to 20% of its assets in medium-grade quality bonds, as determined by an NRSRO (e.g., Baa by Moody’s) or by the advisor. The remaining 5% may be invested in securities with lower credit ratings or, if unrated, determined to be of comparable quality by the advisor.

6


 

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Manager risk, which is the chance that poor security selection will cause the Fund to

Principal Risks

The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Fund’s performance:

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Fund’s monthly income to fluctuate.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of longer-term bonds.

Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate.

Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally low for short-term bond funds.

Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. In general, credit risk should be relatively low for the Fund because it invests primarily in bonds that are considered to be of high quality.

underperform relevant benchmarks or other funds with a similar investment objective.

Tax risk, which is the chance that all or a portion of the tax-exempt income from municipal bonds held by the Fund will be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state or local tax authorities, or noncompliant conduct of a bond issuer.

Derivatives risk. The Fund may invest in structured products such as tender option bonds and long-term municipal bonds combined with a demand feature (i.e., variable rate demand notes or VRDNs), which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

7


 

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Short-Term Tax-Exempt Fund Investor Shares


During the periods shown in the bar chart, the highest return for a calendar quarter was 1.09% (quarter ended March 31, 2009), and the lowest return for a quarter was –0.34% (quarter ended June 30, 2013).

8


 

Average Annual Total Returns for Periods Ended December 31, 2018     
  1 Year  5 Years  10 Years 
Vanguard Short-Term Tax-Exempt Fund Investor Shares       
Return Before Taxes  1.59%  0.81%  1.11% 
Return After Taxes on Distributions  1.59  0.81  1.11 
Return After Taxes on Distributions and Sale of Fund Shares  1.54  0.84  1.12 
Vanguard Short-Term Tax-Exempt Fund Admiral Shares       
Return Before Taxes  1.67%  0.90%  1.19% 
Bloomberg Barclays 1 Year Municipal Bond Index       
(reflects no deduction for fees, expenses, or taxes)  1.74%  0.83%  1.20% 

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor
The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

Justin A. Schwartz, CFA, Portfolio Manager at Vanguard and head of Vanguard’s Municipal Money Market Funds. He has managed the Fund since 2016.

9


 

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. A majority of the income dividends that you receive from the Fund are expected to be exempt from federal income taxes. However, a portion of the Fund’s distributions may be subject to federal, state, or local income taxes or the federal alternative minimum tax.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

10


 

Vanguard Limited-Term Tax-Exempt Fund

Investment Objective

The Fund seeks to provide current income that is exempt from federal personal income taxes, with limited price volatility.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees     
(Fees paid directly from your investment)     
  Investor Shares  Admiral Shares 
Sales Charge (Load) Imposed on Purchases  None  None 
Purchase Fee  None  None 
Sales Charge (Load) Imposed on Reinvested Dividends  None  None 
Redemption Fee  None  None 
Account Service Fee (for certain fund account balances below  $20/year  $20/year 
$10,000)     

 

Annual Fund Operating Expenses     
(Expenses that you pay each year as a percentage of the value of your investment)   
  Investor Shares  Admiral Shares 
Management Fees  0.14%  0.08% 
12b-1 Distribution Fee  None  None 
Other Expenses  0.03%  0.01% 
Total Annual Fund Operating Expenses  0.17%  0.09% 

 

11


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year  3 Years  5 Years  10 Years 
Investor Shares  $17  $55  $96  $217 
Admiral Shares  $9  $29  $51  $115 

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 28% of the average value of its portfolio.

Principal Investment Strategies

The Fund has no limitations on the maturity of individual securities but is expected to maintain a dollar-weighted average maturity of 2 to 6 years. At least 75% of the securities held by the Fund are municipal bonds in the top three credit-rating categories as determined by a nationally recognized statistical rating organization (NRSRO) (e.g., Aaa, Aa, and A by Moody‘s Investors Service, Inc. (Moody‘s)) or, if unrated, determined to be of comparable quality by the advisor. The Fund may invest up to 20% of its assets in medium-grade quality bonds, as determined by an NRSRO (e.g., Baa by Moody’s) or by the advisor. The remaining 5% may be invested in securities with lower credit ratings or, if unrated, determined to be of comparable quality by the advisor.

12


 

Principal Risks

The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Fund’s performance:

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is generally high for limited-term bond funds, so investors should expect the Fund’s monthly income to fluctuate.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of longer-term bonds.

Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund‘s income. Such redemptions and subsequent reinvestments would also increase the Fund‘s portfolio turnover rate. Call risk is generally low to moderate for limited-term bond funds.

Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally low for limited-term bond funds.

Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. In general, credit risk should be relatively low for the Fund because it invests primarily in bonds that are considered to be of high quality.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Manager risk, which is the chance that poor security selection will cause the Fund to

underperform relevant benchmarks or other funds with a similar investment objective.

Tax risk, which is the chance that all or a portion of the tax-exempt income from municipal bonds held by the Fund will be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state or local tax authorities, or noncompliant conduct of a bond issuer.

Derivatives risk. The Fund may invest in structured products such as tender option bonds and long-term municipal bonds combined with a demand feature (i.e., variable rate demand notes or VRDNs), which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

13


 

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Limited-Term Tax-Exempt Fund Investor Shares


During the periods shown in the bar chart, the highest return for a calendar quarter was 2.31% (quarter ended September 30, 2009), and the lowest return for a quarter was –1.53% (quarter ended December 31, 2016).

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Average Annual Total Returns for Periods Ended December 31, 2018     
  1 Year  5 Years  10 Years 
Vanguard Limited-Term Tax-Exempt Fund Investor Shares       
Return Before Taxes  1.55%  1.30%  1.99% 
Return After Taxes on Distributions  1.55  1.30  1.99 
Return After Taxes on Distributions and Sale of Fund Shares  1.66  1.37  1.98 
Vanguard Limited-Term Tax-Exempt Fund Admiral Shares       
Return Before Taxes  1.63%  1.39%  2.08% 
Bloomberg Barclays 1-5 Year Municipal Bond Index       
(reflects no deduction for fees, expenses, or taxes)  1.75%  1.38%  2.20% 

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor
The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

Adam M. Ferguson, CFA, Portfolio Manager at Vanguard. He has managed the Fund since 2017.

15


 

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. A majority of the income dividends that you receive from the Fund are expected to be exempt from federal income taxes. However, a portion of the Fund’s distributions may be subject to federal, state, or local income taxes or the federal alternative minimum tax.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

16


 

Vanguard Intermediate-Term Tax-Exempt Fund

Investment Objective

The Fund seeks to provide a moderate and sustainable level of current income that is exempt from federal personal income taxes.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees     
(Fees paid directly from your investment)     
  Investor Shares  Admiral Shares 
Sales Charge (Load) Imposed on Purchases  None  None 
Purchase Fee  None  None 
Sales Charge (Load) Imposed on Reinvested Dividends  None  None 
Redemption Fee  None  None 
Account Service Fee (for certain fund account balances below  $20/year  $20/year 
$10,000)     

 

Annual Fund Operating Expenses     
(Expenses that you pay each year as a percentage of the value of your investment)   
  Investor Shares  Admiral Shares 
Management Fees  0.15%  0.08% 
12b-1 Distribution Fee  None  None 
Other Expenses  0.02%  0.01% 
Total Annual Fund Operating Expenses  0.17%  0.09% 

 

17


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year  3 Years  5 Years  10 Years 
Investor Shares  $17  $55  $96  $217 
Admiral Shares  $9  $29  $51  $115 

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 15% of the average value of its portfolio.

Principal Investment Strategies

The Fund has no limitations on the maturity of individual securities but is expected to maintain a dollar-weighted average maturity of 6 to 12 years. At least 75% of the securities held by the Fund are municipal bonds in the top three credit-rating categories as determined by a nationally recognized statistical rating organization (NRSRO) (e.g., Aaa, Aa, and A by Moody‘s Investors Service, Inc. (Moody‘s)) or, if unrated, determined to be of comparable quality by the advisor. The Fund may invest up to 20% of its assets in medium-grade quality bonds, as determined by an NRSRO (e.g., Baa by Moody’s) or by the advisor. The remaining 5% may be invested in securities with lower credit ratings or, if unrated, determined to be of comparable quality by the advisor.

18


 

Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Fund’s monthly income to fluctuate accordingly.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be moderate for the Fund because it invests primarily in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.

Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Call risk is generally moderate for intermediate-term bond funds.

Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally moderate for intermediate-term bond funds.

Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. In general, credit risk should be relatively low for the Fund because it invests primarily in bonds that are considered to be of high quality.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Manager risk, which is the chance that poor security selection will cause the Fund to

underperform relevant benchmarks or other funds with a similar investment objective.

Tax risk, which is the chance that all or a portion of the tax-exempt income from municipal bonds held by the Fund will be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state or local tax authorities, or noncompliant conduct of a bond issuer.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

19


 

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Intermediate-Term Tax-Exempt Fund Investor Shares


During the periods shown in the bar chart, the highest return for a calendar quarter was 6.14% (quarter ended September 30, 2009), and the lowest return for a quarter was –3.60% (quarter ended December 31, 2010).

Average Annual Total Returns for Periods Ended December 31, 2018     
  1 Year  5 Years  10 Years 
Vanguard Intermediate-Term Tax-Exempt Fund Investor Shares       
Return Before Taxes  1.25%  3.16%  4.14% 
Return After Taxes on Distributions  1.25  3.16  4.14 
Return After Taxes on Distributions and Sale of Fund Shares  1.88  3.12  3.98 
Vanguard Intermediate-Term Tax-Exempt Fund Admiral Shares       
Return Before Taxes  1.33%  3.25%  4.23% 
Bloomberg Barclays 1-15 Year Municipal Bond Index       
(reflects no deduction for fees, expenses, or taxes)  1.58%  3.00%  3.90% 

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the

20


 

shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor
The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

James M. D’Arcy, CFA, Portfolio Manager at Vanguard. He has managed the Fund since 2013.

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. A majority of the income dividends that you receive from the Fund are expected to be exempt from federal income taxes. However, a portion of the Fund’s distributions may be subject to federal, state, or local income taxes or the federal alternative minimum tax.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

21


 

Vanguard Long-Term Tax-Exempt Fund

Investment Objective

The Fund seeks to provide a high and sustainable level of current income that is exempt from federal personal income taxes.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees     
(Fees paid directly from your investment)     
  Investor Shares  Admiral Shares 
Sales Charge (Load) Imposed on Purchases  None  None 
Purchase Fee  None  None 
Sales Charge (Load) Imposed on Reinvested Dividends  None  None 
Redemption Fee  None  None 
Account Service Fee (for certain fund account balances below  $20/year  $20/year 
$10,000)     

 

Annual Fund Operating Expenses     
(Expenses that you pay each year as a percentage of the value of your investment)   
  Investor Shares  Admiral Shares 
Management Fees  0.14%  0.08% 
12b-1 Distribution Fee  None  None 
Other Expenses  0.03%  0.01% 
Total Annual Fund Operating Expenses  0.17%  0.09% 

 

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Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year  3 Years  5 Years  10 Years 
Investor Shares  $17  $55  $96  $217 
Admiral Shares  $9  $29  $51  $115 

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 16% of the average value of its portfolio.

Principal Investment Strategies

The Fund has no limitations on the maturity of individual securities but is expected to maintain a dollar-weighted average maturity of 10 to 25 years. At least 75% of the securities held by the Fund are municipal bonds in the top three credit-rating categories as determined by a nationally recognized statistical rating organization (NRSRO) (e.g., Aaa, Aa, and A by Moody‘s Investors Service, Inc. (Moody‘s)) or, if unrated, determined to be of comparable quality by the advisor. The Fund may invest up to 20% of its assets in medium-grade quality bonds, as determined by an NRSRO (e.g., Baa by Moody’s) or by the advisor. The remaining 5% may be invested in securities with lower credit ratings or, if unrated, determined to be of comparable quality by the advisor.

23


 

Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk should be low for the Fund because it invests primarily in long-term bonds.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of shorter-term bonds.

Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Call risk is generally high for long-term bond funds.

Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally high for long-term bond funds.

Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. In general, credit risk should be relatively low for the Fund because it invests primarily in bonds that are considered to be of high quality.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Manager risk, which is the chance that poor security selection will cause the Fund to

underperform relevant benchmarks or other funds with a similar investment objective.

Tax risk, which is the chance that all or a portion of the tax-exempt income from municipal bonds held by the Fund will be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state or local tax authorities, or noncompliant conduct of a bond issuer.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

24


 

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Long-Term Tax-Exempt Fund Investor Shares


During the periods shown in the bar chart, the highest return for a calendar quarter was 7.95% (quarter ended September 30, 2009), and the lowest return for a quarter was –4.64% (quarter ended December 31, 2010).

Average Annual Total Returns for Periods Ended December 31, 2018     
  1 Year  5 Years  10 Years 
Vanguard Long-Term Tax-Exempt Fund Investor Shares       
Return Before Taxes  0.90%  4.53%  5.31% 
Return After Taxes on Distributions  0.89  4.47  5.28 
Return After Taxes on Distributions and Sale of Fund Shares  1.94  4.36  5.09 
Vanguard Long-Term Tax-Exempt Fund Admiral Shares       
Return Before Taxes  0.98%  4.62%  5.40% 
Bloomberg Barclays Municipal Bond Index       
(reflects no deduction for fees, expenses, or taxes)  1.28%  3.82%  4.85% 

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the

25


 

shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor

The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

Mathew M. Kiselak, Principal of Vanguard. He has managed the Fund since 2010.

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. A majority of the income dividends that you receive from the Fund are expected to be exempt from federal income taxes. However, a portion of the Fund’s distributions may be subject to federal, state, or local income taxes or the federal alternative minimum tax.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

26


 

Vanguard High-Yield Tax-Exempt Fund

Investment Objective

The Fund seeks to provide a high and sustainable level of current income that is exempt from federal personal income taxes.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees     
(Fees paid directly from your investment)     
  Investor Shares  Admiral Shares 
Sales Charge (Load) Imposed on Purchases  None  None 
Purchase Fee  None  None 
Sales Charge (Load) Imposed on Reinvested Dividends  None  None 
Redemption Fee  None  None 
Account Service Fee (for certain fund account balances below  $20/year  $20/year 
$10,000)     

 

Annual Fund Operating Expenses     
(Expenses that you pay each year as a percentage of the value of your investment)   
  Investor Shares  Admiral Shares 
Management Fees  0.14%  0.08% 
12b-1 Distribution Fee  None  None 
Other Expenses  0.03%  0.01% 
Total Annual Fund Operating Expenses  0.17%  0.09% 

 

27


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year  3 Years  5 Years  10 Years 
Investor Shares  $17  $55  $96  $217 
Admiral Shares  $9  $29  $51  $115 

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 17% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests at least 80% of its assets in investment-grade municipal bonds, as determined by a nationally recognized statistical rating organization (NRSRO) (e.g., Baa or higher by Moody‘s Investors Service, Inc. (Moody‘s)) or, if unrated, determined to be of comparable quality by the advisor. The Fund may invest up to 20% of its assets in less-than-investment-grade bonds, as determined by an NRSRO (e.g., Baa by Moody’s) or by the advisor. The Fund has no limitations on the maturity of individual securities but is expected to maintain a dollar-weighted average maturity of 10 to 25 years.

28


 

Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. Credit risk should be relatively moderate for the Fund because it invests a portion of its assets in moderate to low-quality bonds.

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk should be low for the Fund because it invests primarily in long-term bonds.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of shorter-term bonds.

Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Call risk is generally high for high-yield bond funds.

Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally high for high-yield bond funds.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Manager risk, which is the chance that poor security selection will cause the Fund to

underperform relevant benchmarks or other funds with a similar investment objective.

Tax risk, which is the chance that all or a portion of the tax-exempt income from municipal bonds held by the Fund will be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state or local tax authorities, or noncompliant conduct of a bond issuer.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

29


 

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard High-Yield Tax-Exempt Fund Investor Shares


During the periods shown in the bar chart, the highest return for a calendar quarter was 9.71% (quarter ended September 30, 2009), and the lowest return for a quarter was –4.81% (quarter ended December 31, 2010).

Average Annual Total Returns for Periods Ended December 31, 2018     
  1 Year  5 Years  10 Years 
Vanguard High-Yield Tax-Exempt Fund Investor Shares       
Return Before Taxes  1.29%  5.06%  6.36% 
Return After Taxes on Distributions  1.29  5.06  6.36 
Return After Taxes on Distributions and Sale of Fund Shares  2.29  4.82  6.01 
Vanguard High-Yield Tax-Exempt Fund Admiral Shares       
Return Before Taxes  1.37%  5.16%  6.45% 
Bloomberg Barclays Municipal Bond Index       
(reflects no deduction for fees, expenses, or taxes)  1.28%  3.82%  4.85% 

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the

30


 

shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor

The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

Mathew M. Kiselak, Principal of Vanguard. He has managed the Fund since 2010.

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. A majority of the income dividends that you receive from the Fund are expected to be exempt from federal income taxes. However, a portion of the Fund’s distributions may be subject to federal, state, or local income taxes or the federal alternative minimum tax.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

31


 

Investing in Tax-Exempt Funds

What Are Municipal Bond Funds?

Municipal bond funds invest primarily in interest-bearing securities issued by state and local governments and by other governmental authorities to support their needs or to finance public projects. A municipal bond—like a bond issued by a corporation or the U.S. government—obligates the issuer to pay the bondholder a fixed or variable amount of interest periodically and to repay the principal value of the bond on a specific maturity date. Unlike most other bonds, however, municipal bonds generally pay interest that is exempt from federal income taxes and, in some cases, from state and local taxes. For certain shareholders, the interest may be subject to the alternative minimum tax.

Taxable Versus Tax-Exempt Funds

Yields on tax-exempt bonds—such as some municipal bonds—are typically lower than those on taxable bonds, so investing in a tax-exempt fund makes sense only if you stand to save more in taxes than you would earn as additional income while invested in a taxable fund.

To determine whether a tax-exempt fund—such as one of the Vanguard Municipal Bond Funds—makes sense for you, compute the tax-exempt fund’s taxable-equivalent yield. This figure enables you to take taxes into account when comparing your potential return on a tax-exempt fund with the potential return on a taxable fund.

To compute the taxable-equivalent yield, divide the tax-exempt fund’s yield by the difference between 100% and your federal tax bracket. For example, if you are in the 37% tax bracket and subject to the 3.8% Medicare tax, and can earn a tax-exempt yield of 5%, the taxable-equivalent yield would be 8.45% (5% divided by 59.2% [i.e.,100%–37%–3.8%]).

In this example, you would choose the tax-exempt fund if its taxable-equivalent yield of 8.45% were greater than the yield of a similar, though taxable, investment.

Remember that we have used an assumed tax bracket in this example. Actual taxable equivalent yields depend on your individual tax situation. Make sure to verify your actual effective marginal tax rate before calculating taxable-equivalent yields of your own.

There is no guarantee that all of a tax-exempt fund’s income from its municipal bonds will remain exempt from federal, state, or local income taxes. Income from municipal bonds held by a fund could be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service (IRS) or state or local tax authorities, or noncompliant conduct of a bond issuer.

32


 

Investing in Money Market Funds

What is Money Market Reform?

In July 2014, the Securities and Exchange Commission (SEC) implemented a number of regulatory changes designed to enhance the stability and resilience of all money market funds. The reforms have created three categories of money market funds:

Retail money market funds, which may maintain a stable net asset value (NAV) but are subject to liquidity fees and redemption gates.

Government money market funds, which may maintain a stable NAV but are not required to implement liquidity fees and redemption gates.

Institutional money market funds, which are required to have a floating NAV and are subject to liquidity fees and redemption gates.

The board of trustees of Vanguard Municipal Bond Funds (the Board), in accordance with the best interest of the shareholders, approved a number of changes in response to the SEC’s 2014 amendments to the rules governing money market funds. These changes—including the Board’s ability to implement liquidity fees and redemption gates if Vanguard Municipal Money Market Fund’s weekly liquid assets fall below established thresholds—are now in effect. As part of these changes, information regarding the Fund’s weekly liquid assets for the prior six months (by day, as of the close of business) is available on the Fund’s Portfolio page at vanguard.com.

How Does This Affect Vanguard Money Market Funds?

The money market fund reforms impact money market funds differently depending on the types of investors permitted to invest in a fund and the types of securities in which a fund may invest.

Vanguard Municipal Money Market Fund

Vanguard has designated Vanguard Municipal Money Market Fund as a retail money market fund.

Retail money market funds are defined as prime or municipal money market funds that have policies and procedures reasonably designed to limit all beneficial owners of such money market funds to natural persons. Retail money market funds are permitted to continue to maintain a stable NAV through the use of amortized cost accounting. If a retail money market fund’s weekly liquid assets fall below a certain threshold, the retail money market fund is subject to fees and gates.

There are two types of liquidity fees: discretionary liquidity fees and default liquidity fees. Liquidity fees are designed to transfer the costs of liquidating securities from shareholders who remain in the Fund to those who leave the Fund during periods when liquidity is limited.

33


 

Discretionary liquidity fee. The Fund may impose a liquidity fee of up to 2% on all redemptions in the event that the Fund’s weekly liquid assets fall below 30% of its total assets if the Board determines that it is in the best interest of the Fund. Subject to practical limitations necessary to implement the fee, the discretionary liquidity fee may be implemented the same day that the Board determines to impose a fee. Once the Fund has restored its weekly liquid assets to 30% of total assets, any liquidity fee must be suspended.

Default liquidity fee. The Fund is required to impose a liquidity fee of 1% on all redemptions in the event that the Fund’s weekly liquid assets fall below 10% of its total assets unless the Fund’s Board determines that (1) the fee is not in the best interest of the Fund or (2) a lesser/higher fee (up to 2%) is in the best interest of the Fund. A default liquidity fee is required to be implemented the business day after the Board determines to impose a fee.

In addition to, or in lieu of, the liquidity fee, the Fund is permitted to implement temporarily a redemption gate (i.e., suspend redemptions) if the Fund’s weekly liquid assets fall below 30% of its total assets. The gate could remain in effect for no longer than 10 days in any 90-day period. Once the Fund has restored its weekly liquid assets to 30% of total assets, the gate must be lifted.

Once the Fund imposes a redemption gate, then unprocessed orders to redeem or exchange will be canceled and the Fund will not accept redemption or exchange orders until the gate is no longer in effect. If you still wish to redeem or exchange once the gate is lifted, you will need to submit a new redemption or exchange request to the Fund or your financial intermediary.

The Board also may determine that it would not be in the interests of the Fund to continue operating if the Fund’s weekly liquid assets fall below 10% of its total assets. In the event that the Board approves liquidation of the Fund under these circumstances, the Fund may permanently suspend redemptions and liquidate.

Notices regarding liquidity fees or redemption gates will be filed with the SEC on Form N-CR. In addition, announcements will also be made in supplements to the Fund’s prospectus and on the Fund’s website.

The Fund is subject to money market fund reform regulatory risk, which is the chance that 2014 SEC reforms will affect the Fund’s investment strategy, fees and expenses, portfolio, share liquidity, and return potential as a result of the implemented rules.

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More on the Funds

This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main principles 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 a Fund is the right investment for you. We suggest that you keep this prospectus for future reference.

Share Class Overview

Each Fund (other than the Municipal Money Market Fund) offers two separate classes of shares: Investor Shares and Admiral Shares. The Municipal Money Market Fund does not offer Admiral Shares.

Both share classes offered by a Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment returns will differ.

Plain Talk About Costs of Investing 
 
Costs are an important consideration in choosing a mutual fund. That is because 
you, as a shareholder, pay a proportionate share of the costs of operating a fund 
and any transaction costs incurred when the fund buys or sells securities. These 
costs can erode a substantial portion of the gross income or the capital 
appreciation a fund achieves. Even seemingly small differences in expenses can, 
over time, have a dramatic effect on a fund‘s performance. 

 

The following sections explain the principal investment strategies and policies that each Fund uses in pursuit of its objective. The Funds‘ board of trustees, which oversees each 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 Funds invest mainly in state and local municipal securities that provide tax-exempt income. As a result, they are subject to certain risks.

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Each Fund is subject to interest rate risk, which is the chance that securities prices overall will decline because of rising interest rates. Interest rate risk should be negligible for money market funds, low for short-term bond funds, moderate for intermediate-term bond funds, and high for long-term bond funds.

Even though money market funds generally have a negligible interest rate risk, a low interest rate environment could adversely affect the Municipal Money Market Fund’s return. Low interest rates could prevent the Fund from providing a positive yield.

Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.

To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the values of three noncallable bonds (i.e., bonds that cannot be redeemed by the issuer) of different maturities, each with a face value of $1,000.

How Interest Rate Changes Affect the Value of a $1,000 Bond1     
  After a 1%  After a 1%  After a 2%  After a 2% 
Type of Bond (Maturity)  Increase  Decrease  Increase  Decrease 
Short-Term (2.5 years)  $977  $1,024  $954  $1,049 
Intermediate-Term (10 years)  922  1,086  851  1,180 
Long-Term (20 years)  874  1,150  769  1,328 
1 Assuming a 4% coupon rate.         

 

These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Funds in particular.

Plain Talk About Bonds and Interest Rates 
 
As a rule, when interest rates rise, bond prices fall. The opposite is also true: 
Bond prices go up when interest rates fall. Why do bond prices and interest rates 
move in opposite directions? Let’s assume that you hold a bond offering a 4% 
yield. A year later, interest rates are on the rise and bonds of comparable quality 
and maturity are offered with a 5% yield. With higher-yielding bonds available, 
you would have trouble selling your 4% bond for the price you paid—you would 
probably have to lower your asking price. On the other hand, if interest rates were 
falling and 3% bonds were being offered, you should be able to sell your 4% bond 
for more than you paid. 

 

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Changes in interest rates can affect bond income as well as bond prices.


Each Fund is subject to income risk, which is the chance that the Fund‘s income will decline because of falling interest rates. A fund‘s income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing instruments in lower-yielding instruments. Income risk is generally higher for short-term bond funds and lower for long-term bond funds.

Plain Talk About Weighted Average Maturity and Weighted Average Life 
 
A money market fund will maintain a dollar-weighted average maturity (WAM) of 60 
days or less and a dollar-weighted average life (WAL) of 120 days or less. For 
purposes of calculating a fund’s WAM, the maturity of certain longer-term 
adjustable-rate securities held in the portfolio will generally be the period remaining 
until the next interest rate adjustment. When calculating its WAL, the maturity for 
these adjustable-rate securities will generally be the final maturity date—the date 
on which principal is expected to be returned in full. Maintaining a WAL of 120 days 
or less limits a fund’s ability to invest in longer-term adjustable-rate securities, 
which are generally more sensitive to changes in interest rates, particularly in 
volatile markets. 

 

Plain Talk About Bond Maturities 
 
A bond is issued with a specific maturity date—the date when the issuer must pay 
back the bond’s principal (face value). Bond maturities range from less than 1 year 
to more than 30 years. Typically, the longer a bond’s maturity, the more price risk 
you, as a bond investor, will face as interest rates rise—but also the higher the 
potential yield you could receive. Longer-term bonds are more suitable for 
investors willing to take a greater risk of price fluctuations to get higher and more 
stable interest income. Shorter-term bond investors should be willing to accept 
lower yields and greater income variability in return for less fluctuation in the value 
of their investment. The stated maturity of a bond may differ from the effective 
maturity of a bond, which takes into consideration that an action such as a call or 
refunding may cause bonds to be repaid before their stated maturity dates. 

 

Although falling interest rates tend to strengthen bond prices, they can cause another problem for bond fund investors—bond calls.

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Each Fund (other than the Municipal Money Market Fund) is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate.

Call risk is generally low for short-term bonds, moderate for intermediate-term bonds, and higher for long-term and high-yield bonds. The greater the call risk, the greater the chance for a decline in income and the potential for taxable capital gains.

Plain Talk About Callable Bonds 
 
Although bonds are issued with clearly defined maturities, in some cases the 
bond issuer has a right to call in (redeem) the bond earlier than its maturity date. 
When a bond is called, the bondholder must replace it with another bond that 
may have a lower yield than the original bond. One way for bond investors to 
protect themselves against call risk is to purchase a bond early in its lifetime, long 
before its call date. Another way is to buy bonds with lower coupon rates or 
interest rates, which make them less likely to be called. 

 


Each Fund (other than the Municipal Money Market Fund) is subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally low for short-term bond funds, moderate for intermediate-term bond funds, and high for long-term bond funds.


Each Fund is subject to credit risk, which is the chance that the issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that security to decline. Credit risk is generally low for funds that invest in bonds considered to be of high quality and higher for funds that invest in bonds considered to be of lower quality.

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Plain Talk About Credit Quality 
 
A bond’s credit quality rating is an assessment of the issuer’s ability to pay interest 
on the bond and, ultimately, to repay the principal. The lower the credit quality, the 
greater the perceived chance that the bond issuer will default, or fail to meet its 
payment obligations. All things being equal, the lower a bond’s credit quality, the 
higher its yield should be to compensate investors for assuming additional risk. 

 

The Funds try to minimize credit risk by purchasing a wide selection of municipal securities. As a result, there is less chance that a Fund will be seriously affected by a particular bond issuer’s failure to pay either interest or principal. Under certain circumstances, however, exposure to a single issuer could cause the Municipal Money Market Fund to fail to maintain a share price of $1.


Each Fund is subject to liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Municipal securities are traded via a network among dealers and brokers that connect buyers with sellers. Liquidity in the tax-exempt bond market may be reduced as a result of overall economic conditions and credit tightening. There may be little trading in the secondary market for particular bonds and other debt securities, which may make them more difficult to value or sell.

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The following summary table is provided to help you distinguish among the Funds and the expected degrees of their various risks.

Risks of the Funds             
    Interest    Extension    Liquidity 
Tax-Exempt Fund  Income Risk  Rate Risk  Call Risk  Risk  Credit Risk  Risk 
Money Market  High  Negligible  N/A  N/A  Very Low  Negligible 
Short-Term  High  Low  Low  Low  Low  Low 
Limited-Term      Low to      Low to 
  High  Low Moderate  Low  Low  Moderate 
Intermediate-Term  Moderate  Moderate Moderate Moderate  Low  Moderate 
Long-Term  Low  High  High  High  Low  High 
High-Yield  Low  High  High  High  Moderate  High 

 

Up to 20% of each Fund’s assets may be invested in securities that are subject to the alternative minimum tax.

Plain Talk About Alternative Minimum Tax 
 
Certain tax-exempt bonds whose proceeds are used to fund private, for-profit 
organizations may be considered “tax-preference items” for purposes of the 
alternative minimum tax (AMT)—a special tax system designed to ensure that 
individuals pay at least a certain level of federal taxes. Although AMT bond 
income is exempt from federal income tax, taxpayers may have to pay AMT on 
the income from bonds considered “tax-preference items.” 

 

Security Selection

Vanguard, advisor to the Funds, uses a hub-and-satellite approach to managing the Funds (other than the Municipal Money Market Fund). This allows for a team-oriented and consistent management process. The hub, composed of senior leaders, focuses on the macroeconomic outlook, high level risk allocation, and process oversight. Satellites, composed of portfolio managers, credit and quantitative analysts, and traders, construct the portfolio using the parameters set by the hub. For the Municipal Money Market Fund, Vanguard selects high-quality money market instruments. As a matter of fundamental policy, each Fund will invest at least 80% of its assets in tax-exempt municipal bonds under normal market conditions. The Municipal Money Market Fund may count securities that generate income subject to the alternative minimum tax toward the 80% investment requirement.

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Each Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Other Investment Policies and Risks

In addition to investing in municipal securities, each Fund may make other kinds of investments to achieve its objective. Some of these investments may generate taxable income, and thus the Fund may need to distribute income subject to federal personal income tax or the alternative minimum tax.

Each Fund may purchase tax-exempt securities on a “when-issued” basis. When investing in “when-issued” securities, the Fund agrees to buy the securities at a certain price on a certain date, even if the market price of the securities at the time of delivery is higher or lower than the agreed-upon purchase price.


Each Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

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, or a reference rate. Investments in derivatives may subject the Funds to risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

Each Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:

• Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.

• Add value when these instruments are attractively priced.

• Adjust sensitivity to changes in interest rates.

The Funds’ (other than the Municipal Money Market Fund) derivative investments may include fixed income futures contracts, fixed income options, interest rate swaps, total return swaps, credit default swaps, or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantial—in part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.

Each Fund may invest in tender option bond programs, a type of municipal bond derivative that allows the purchaser to receive a variable rate of tax-exempt income

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from a trust entity that holds long-term municipal bonds. Each Fund may also invest in long-term municipal bonds combined with a demand feature (i.e., variable rate demand notes or VDRNs), which represents the right to sell the instrument back to the remarketer or liquidity provider, usually a bank, for repurchase on short notice, normally one day or seven days. A Fund may invest in these derivatives if, in the advisor’s opinion, they are consistent with the Fund’s objective. Derivative securities are subject to certain structural risks that, in very rare circumstances, could cause a Fund’s shareholders to lose money or receive taxable income.

Plain Talk About Derivatives 
 
Derivatives can take many forms. Some forms of derivatives—such as exchange- 
traded futures and options on securities, commodities, or indexes—have been 
trading on regulated exchanges for decades. These types of derivatives are 
standardized contracts that can easily be bought and sold and whose market 
values are determined and published daily. On the other hand, non-exchange- 
traded derivatives—such as certain swap agreements—tend to be more 
specialized or complex and may be more difficult to accurately value. 

 

Cash Management

Each Fund‘s daily cash balance may be invested in Vanguard Market Liquidity Fund and/or Vanguard Municipal Cash Management Fund (each, a CMT Fund), which are low-cost money market funds. When investing in a CMT Fund, each Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a CMT Fund. Investment in a CMT Fund may generate taxable income for the Fund and potentially may require the Fund to distribute income subject to federal personal income tax or the alternative minimum tax.

Methods Used to Meet Redemption Requests

Under normal circumstances, each Fund typically expects to meet redemptions with positive cash flows. When this is not an option, each Fund seeks to maintain its risk exposure by selling a cross section of the Fund’s holdings to meet redemptions, while also factoring in transaction costs. Additionally, a Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see “Potentially disruptive redemptions” under Redeeming Shares in the Investing With Vanguard section.

Under certain circumstances, including under stressed market conditions, there are additional tools that each Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor

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redemption payments or delaying settlement of an investor’s transaction to match trade settlement within regulatory requirements. A Fund may also suspend payment of redemption proceeds for up to seven days; see “Emergency circumstances” under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, a Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.

Temporary Investment Measures

Each Fund may temporarily depart from its normal investment policies and strategies—for instance, by allocating substantial assets to cash equivalent investments, U.S. Treasury securities, or other investment companies (including exchange-traded funds)—in response to adverse or unusual market, economic, political, or other conditions. Such conditions could include a temporary decline in the availability of municipal obligations. By temporarily departing from its normal investment policies, the Fund may distribute income subject to federal personal income tax or the alternative minimum tax and may otherwise fail to achieve its investment objective.

Plain Talk About Cash Equivalent Investments 
 
For mutual funds that hold cash equivalent investments, “cash” does not mean 
literally that the fund holds a stack of currency. Rather, cash refers to short-term, 
interest-bearing securities that can easily and quickly be converted to currency. 
Most mutual funds keep at least a small percentage of assets in cash to 
accommodate shareholder redemptions. While some funds strive to keep cash 
levels at a minimum and to always remain fully invested in bonds, other bond 
funds allow investment advisors to hold up to 20% or more of a fund’s assets in 
cash equivalent investments. 

 

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

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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 Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities 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 ETF Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:

• Each Vanguard fund reserves the right to reject any purchase 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 prohibits, except as otherwise noted in the Investing With Vanguard section, an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account.

• Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.

See the Investing With Vanguard section of this prospectus for further details on Vanguard’s transaction policies.

Each Vanguard fund (other than retail and government 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.

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Turnover Rate

Although the Funds (other than the Municipal Money Market Fund) generally seek to invest for the long term, each Fund may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for five of the Funds. (Turnover rates are not meaningful for money market funds because their holdings are so short-term.) A turnover rate of 100%, for example, would mean that a Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. Shorter-term bonds will mature or be sold—and need to be replaced—more frequently than longer-term bonds. As a result, shorter-term bond funds tend to have higher turnover rates than longer-term bond funds.

Plain Talk About Turnover Rate 
 
Before investing in a mutual fund, you should review its turnover rate. This rate 
gives an indication of how transaction costs, which are not included in the fund’s 
expense ratio, could affect the fund’s future returns. In general, the greater the 
volume of buying and selling by the fund, the greater the impact that dealer 
markups and other transaction costs will have on its return. Also, funds with high 
turnover rates may be more likely to generate capital gains, including short-term 
capital gains, that must be distributed to shareholders and will be taxable to 
shareholders investing through a taxable account. 

 

The Funds and Vanguard

Each Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.

Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.

Plain Talk About Vanguard’s Unique Corporate Structure 
 
The Vanguard Group is owned jointly by the funds it oversees and thus indirectly 
by the shareholders in those funds. Most other mutual funds are operated by 
management companies that are owned by third parties—either public or private 
stockholders—and not by the funds they serve. 

 

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Investment Advisor

The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Funds through its Fixed Income Group. As of October 31, 2018, Vanguard served as advisor for approximately $4 trillion in assets. Vanguard provides investment advisory services to the Funds pursuant to the Funds’ Service Agreement and subject to the supervision and oversight of the trustees and officers of the Funds.

For the fiscal year ended October 31, 2018, the advisory expenses represented an effective annual rate of each Fund’s average net assets as follows: for the Municipal Money Market Fund, 0.02%; Short-Term Tax-Exempt Fund, 0.01%; Limited-Term Tax-Exempt Fund, 0.01%; Intermediate-Term Tax-Exempt Fund, 0.01%; Long-Term Tax-Exempt Fund, 0.01%; and High-Yield Tax-Exempt Fund, 0.01%.

Under the terms of an SEC exemption, the Funds’ board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in a Fund’s advisory arrangements will be communicated to shareholders in writing. As the Funds’ sponsor and overall manager, Vanguard may provide investment advisory services to a Fund 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. The Funds have filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If the exemption is granted, the Funds may rely on the new SEC relief.

For a discussion of why the board of trustees approved each Fund’s investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended April 30.

The managers primarily responsible for the day-to-day management of the Funds are:

James M. D’Arcy, CFA, Portfolio Manager at Vanguard. He has worked in investment management since 1996, has managed investment portfolios since 1999, has been with Vanguard since 2011, and has managed the Intermediate-Term Tax-Exempt Fund since 2013. Education: B.A., University of Colorado.

Adam M. Ferguson, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2004, has worked in investment management since 2008, and has managed the Limited-Term Tax-Exempt Fund since 2017. Education: B.S., Wilmington University; M.B.A., Drexel University.

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Mathew M. Kiselak, Principal of Vanguard. He has worked in investment management since 1987, has managed investment portfolios since 1990, and has managed the High-Yield Tax-Exempt and Long-Term Tax-Exempt Funds since joining Vanguard in 2010. Education: B.S., Pace University.

Justin A. Schwartz, CFA, Portfolio Manager at Vanguard and head of Vanguard’s Municipal Money Market Funds. He has been with Vanguard since 2004, has worked in investment management since 2005, has managed investment portfolios since 2010, and has managed the Municipal Money Market and Short-Term Tax-Exempt Funds since 2016. Education: B.S., University of Richmond.

The Statement of Additional Information provides information about each portfolio manager’s compensation, other accounts under management, and ownership of shares of the Funds.

Dividends, Capital Gains, and Taxes

Fund Distributions

Each Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Income dividends generally are declared daily and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, each Fund may occasionally make a supplemental distribution at some other time during the year. You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund.

Plain Talk About Distributions 
 
As a shareholder, you are entitled to your portion of a fund’s income from interest 
as well as capital gains from the fund’s sale of investments. Income consists of 
interest the fund earns from its money market and bond investments. The 
portion of such dividends that is exempt from federal income tax will be 
designated as “exempt-interest dividends.” Capital gains are realized whenever 
the fund sells securities for higher prices than it paid for them. These capital 
gains are either short-term or long-term, depending on whether the fund held the 
securities for one year or less or for more than one year. 

 

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Basic Tax Points

A majority of the income dividends you receive from the Funds are expected to be exempt from federal income taxes. In addition, you should be aware of the following basic federal income tax points about tax-exempt mutual funds:

• Distributions of capital gains and any investment income that is not exempt from federal income tax are taxable to you whether or not you reinvest these amounts in additional Fund shares.

• Distributions declared in December—if paid to you by the end of January—are taxable as if received in December.

• Any short-term capital gains distribution that you receive is taxable to you as ordinary income.

• Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.

• Capital gains distributions may vary considerably from year to year as a result of the Funds‘ normal investment activities and cash flows.

• Exempt-interest dividends from a tax-exempt fund are taken into account in determining the taxable portion of any Social Security or railroad retirement benefits that you receive.

• Income paid from tax-exempt bonds whose proceeds are used to fund private, for-profit organizations may be subject to the federal alternative minimum tax.

• A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you

complete your tax return.

• If you redeem or exchange shares when the Municipal Money Market Fund has imposed a liquidity fee, then the amount you receive for your redemption will be reduced by the amount of the liquidity fee and will generally cause you to recognize a loss for tax purposes equal to the amount of that fee. If the Municipal Money Market Fund has imposed a liquidity fee, it is possible that the Fund may need to distribute to its remaining shareholders all or a portion of the amount of the fee collected. This distribution may be taxable to you as ordinary income or may constitute a non-taxable return of capital.

• Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.

• Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.

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Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on “net investment income.” Net investment income takes into account distributions paid by the Fund (except exempt-interest dividends) and capital gains from any sale or exchange of Fund shares.

Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.

Income dividends from interest earned on municipal securities of a state or its political subdivisions are generally exempt from that state’s income taxes. Almost all states, however, tax interest earned on municipal securities of other states. Vanguard (or your intermediary) will annually provide you with information to help report your earnings by state from the Fund on your annual tax returns.

This prospectus provides general tax information only. Please consult your tax advisor for detailed information about any tax consequences for you.

General Information

Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:

• Provide your correct taxpayer identification number.

• Certify that the taxpayer identification number is correct.

• Confirm that you are not subject to backup withholding.

Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so. The backup withholding rules may also apply to distributions that are designated as exempt-interest dividends.

Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Funds offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. investors page on our website at vanguard.com for information on Vanguard’s non-U.S. products.

Invalid addresses. If an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.

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Share Price

Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguard’s discretion), generally 4 p.m., Eastern time. Each share class (other than the Municipal Money Market Fund) has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. The NAV per share for the Municipal Money Market Fund is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares.

Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or 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).

The instruments held by a Vanguard retail or government money market fund 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 as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.

A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). 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.

Although the stable share price is not guaranteed, the NAV of Vanguard retail and government money market funds is expected to remain at $1 per share. Instruments are purchased and managed with that goal in mind.

Vanguard fund share prices are published daily; share prices, along with money market fund yields, are available on our website at vanguard.com/prices.

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Financial Highlights

The following financial highlights tables are intended to help you understand each Fund’s financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reports—along with each Fund’s financial statements—are included in the Funds‘ most recent annual reports to shareholders. You may obtain a free copy of the latest annual or semiannual reports by visiting vanguard.com or by contacting Vanguard by telephone or mail.

Municipal Money Market Fund           
      Year Ended October 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015  2014 
Net Asset Value, Beginning of Period  $1.00  $1.00  $1.00  $1.00  $1.00 
Investment Operations           
Net Investment Income  .0121  .0071  .0025  .0001  .0001 
Net Realized and Unrealized Gain (Loss)           
on Investments           
Total from Investment Operations  .012  .007  .0025  .0001  .0001 
Distributions           
Dividends from Net Investment Income  (.012)  (.007)  (.0025)  (.0001)  (.0001) 
Distributions from Realized Capital Gains           
Total Distributions  (.012)  (.007)  (.0025)  (.0001)  (.0001) 
Net Asset Value, End of Period  $1.00  $1.00  $1.00  $1.00  $1.00 
Total Return2  1.21%  0.66%  0.25%  0.01%  0.01% 
Ratios/Supplemental Data           
Net Assets, End of Period (Millions)  $17,663 $17,360  $16,124  $17,222  $17,393 
Ratio of Total Expenses to           
Average Net Assets3  0.15%  0.15%  0.12%  0.07%  0.09% 
Ratio of Net Investment Income to           
Average Net Assets  1.20%  0.66%  0.24%  0.01%  0.01% 
1 Calculated based on average shares outstanding.           
2 Total returns do not include account service fees that may have applied in the periods shown.   
3 Vanguard and the board of trustees have agreed to temporarily limit certain net operating expenses in excess of 
the Fund’s daily yield in order to maintain a zero or positive yield for the Fund. Vanguard and the board of trustees 
may terminate the temporary expense limitation at any time. The Fund is not obligated to repay this amount to 
Vanguard. The ratio of total expenses to average net assets before an expense reduction was 0.15% in 2016, 
0.15% in 2015, and 0.16% in 2014. For the years ended October 31, 2018 and 2017, there were no expense 
reductions.           

 

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Short-Term Tax-Exempt Fund Investor Shares           
      Year Ended October 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015  2014 
Net Asset Value, Beginning of Period  $15.79  $15.80  $15.83  $15.86  $15.87 
Investment Operations           
Net Investment Income  .2151  .1601  .131  .110  .115 
Net Realized and Unrealized Gain (Loss)           
on Investments  (.109)  (.010)  (.030)  (.030)  (.010) 
Total from Investment Operations  .106  .150  .101  .080  .105 
Distributions           
Dividends from Net Investment Income  (.216)  (.160)  (.131)  (.110)  (.115) 
Distributions from Realized Capital Gains          –– 
Total Distributions  (.216)  (.160)  (.131)  (.110)  (.115) 
Net Asset Value, End of Period  $15.68  $15.79  $15.80  $15.83  $15.86 
Total Return2  0.68%  0.95%  0.64%  0.51%  0.66% 
Ratios/Supplemental Data           
Net Assets, End of Period (Millions)  $1,030  $1,228  $1,234  $1,366  $1,713 
Ratio of Total Expenses to           
Average Net Assets  0.17%  0.19%  0.19%  0.20%  0.20% 
Ratio of Net Investment Income to           
Average Net Assets  1.38%  1.01%  0.83%  0.70%  0.72% 
Portfolio Turnover Rate  42%  36%  29%  32%  27% 
1 Calculated based on average shares outstanding.           
2 Total returns do not include account service fees that may have applied in the periods shown.     

 

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Short-Term Tax-Exempt Fund Admiral Shares           
      Year Ended October 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015  2014 
Net Asset Value, Beginning of Period  $15.79  $15.80  $15.83  $15.86  $15.87 
Investment Operations           
Net Investment Income  .2291  .1761  .147  .123  .128 
Net Realized and Unrealized Gain (Loss)           
on Investments  (.111)  (.010)  (.030)  (.030)  (.010) 
Total from Investment Operations  .118  .166  .117  .093  .118 
Distributions           
Dividends from Net Investment Income  (.228)  (.176)  (.147)  (.123)  (.128) 
Distributions from Realized Capital Gains           
Total Distributions  (.228)  (.176)  (.147)  (.123)  (.128) 
Net Asset Value, End of Period  $15.68  $15.79  $15.80  $15.83  $15.86 
Total Return2  0.76%  1.05%  0.74%  0.59%  0.74% 
Ratios/Supplemental Data           
Net Assets, End of Period (Millions)  $15,182 $13,900  $12,604  $11,029  $11,100 
Ratio of Total Expenses to           
Average Net Assets  0.09%  0.09%  0.09%  0.12%  0.12% 
Ratio of Net Investment Income to           
Average Net Assets  1.46%  1.11%  0.93%  0.78%  0.80% 
Portfolio Turnover Rate  42%  36%  29%  32%  27% 
1 Calculated based on average shares outstanding.           
2 Total returns do not include account service fees that may have applied in the periods shown.     

 

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Limited-Term Tax-Exempt Fund Investor Shares           
      Year Ended October 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015  2014 
Net Asset Value, Beginning of Period  $10.97  $11.02  $11.04  $11.08  $11.06 
Investment Operations           
Net Investment Income  .1911  .1661  .164  .166  .178 
Net Realized and Unrealized Gain (Loss)           
on Investments  (.200)  (.050)  (.020)  (.040)  .020 
Total from Investment Operations  (.009)  .116  .144  .126  .198 
Distributions           
Dividends from Net Investment Income  (.191)  (.166)  (.164)  (.166)  (.178) 
Distributions from Realized Capital Gains           
Total Distributions  (.191)  (.166)  (.164)  (.166)  (.178) 
Net Asset Value, End of Period  $10.77  $10.97  $11.02  $11.04  $11.08 
Total Return2  –0.08%  1.07%  1.31%  1.15%  1.81% 
Ratios/Supplemental Data           
Net Assets, End of Period (Millions)  $1,453  $1,761  $1,998  $2,040  $2,241 
Ratio of Total Expenses to           
Average Net Assets  0.17%  0.19%  0.19%  0.20%  0.20% 
Ratio of Net Investment Income to           
Average Net Assets  1.76%  1.52%  1.48%  1.51%  1.61% 
Portfolio Turnover Rate  28%  19%  13%  16%  15% 
1 Calculated based on average shares outstanding.           
2 Total returns do not include account service fees that may have applied in the periods shown.   

 

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Limited-Term Tax-Exempt Fund Admiral Shares         
      Year Ended October 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015  2014 
Net Asset Value, Beginning of Period  $10.97  $11.02  $11.04  $11.08  $11.06 
Investment Operations           
Net Investment Income  .2001  .1771  .175  .175  .187 
Net Realized and Unrealized Gain (Loss)           
on Investments  (.200)  (.050)  (.020)  (.040)  .020 
Total from Investment Operations    .127  .155  .135  .207 
Distributions           
Dividends from Net Investment Income  (.200)  (.177)  (.175)  (.175)  (.187) 
Distributions from Realized Capital Gains           
Total Distributions  (.200)  (.177)  (.175)  (.175)  (.187) 
Net Asset Value, End of Period  $10.77  $10.97  $11.02  $11.04  $11.08 
Total Return2  0.00%  1.17%  1.41%  1.23%  1.89% 
Ratios/Supplemental Data           
Net Assets, End of Period (Millions)  $24,649 $23,273  $21,959  $19,035  $17,621 
Ratio of Total Expenses to           
Average Net Assets  0.09%  0.09%  0.09%  0.12%  0.12% 
Ratio of Net Investment Income to           
Average Net Assets  1.84%  1.62%  1.58%  1.59%  1.69% 
Portfolio Turnover Rate  28%  19%  13%  16%  15% 
1 Calculated based on average shares outstanding.           
2 Total returns do not include account service fees that may have applied in the periods shown.   

 

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Intermediate-Term Tax-Exempt Fund Investor Shares         
      Year Ended October 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015  2014 
Net Asset Value, Beginning of Period  $14.17  $14.31  $14.19  $14.26  $13.84 
Investment Operations           
Net Investment Income  .3901  .3851  .393  .413  .440 
Net Realized and Unrealized Gain (Loss)           
on Investments  (.520)  (.140)  .120  (.070)  .420 
Total from Investment Operations  (.112)  .245  .513  .343  .860 
Distributions           
Dividends from Net Investment Income  (.388)  (.385)  (.393)  (.413)  (.440) 
Distributions from Realized Capital Gains           
Total Distributions  (.388)  (.385)  (.393)  (.413)  (.440) 
Net Asset Value, End of Period  $13.67  $14.17  $14.31  $14.19  $14.26 
Total Return2  –0.80%  1.76%  3.63%  2.44%  6.31% 
Ratios/Supplemental Data           
Net Assets, End of Period (Millions)  $3,427  $4,040  $4,513  $4,416  $4,637 
Ratio of Total Expenses to           
Average Net Assets  0.17%  0.19%  0.19%  0.20%  0.20% 
Ratio of Net Investment Income to           
Average Net Assets  2.81%  2.73%  2.72%  2.91%  3.13% 
Portfolio Turnover Rate  15%  15%  9%  12%  12% 
1 Calculated based on average shares outstanding.           
2 Total returns do not include account service fees that may have applied in the periods shown.     

 

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Intermediate-Term Tax-Exempt Fund Admiral Shares         
      Year Ended October 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015  2014 
Net Asset Value, Beginning of Period  $14.17  $14.31  $14.19  $14.26  $13.84 
Investment Operations           
Net Investment Income  .4011  .3991  .407  .425  .451 
Net Realized and Unrealized Gain (Loss)           
on Investments  (.502)  (.140)  .120  (.070)  .420 
Total from Investment Operations  (.101)  .259  .527  .355  .871 
Distributions           
Dividends from Net Investment Income  (.399)  (.399)  (.407)  (.425)  (.451) 
Distributions from Realized Capital Gains           
Total Distributions  (.399)  (.399)  (.407)  (.425)  (.451) 
Net Asset Value, End of Period  $13.67  $14.17  $14.31  $14.19  $14.26 
Total Return2  –0.72%  1.86%  3.73%  2.53%  6.39% 
Ratios/Supplemental Data           
Net Assets, End of Period (Millions)  $54,714  $52,001 $48,473 $40,302 $34,927 
Ratio of Total Expenses to           
Average Net Assets  0.09%  0.09%  0.09%  0.12%  0.12% 
Ratio of Net Investment Income to           
Average Net Assets  2.89%  2.83%  2.82%  2.99%  3.21% 
Portfolio Turnover Rate  15%  15%  9%  12%  12% 
1 Calculated based on average shares outstanding.           
2 Total returns do not include account service fees that may have applied in the periods shown.     

 

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Long-Term Tax-Exempt Fund Investor Shares           
      Year Ended October 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015  2014 
Net Asset Value, Beginning of Period  $11.65  $11.83  $11.64  $11.73  $11.14 
Investment Operations           
Net Investment Income  .3931  .4031  .418  .430  .450 
Net Realized and Unrealized Gain (Loss)           
on Investments  (.459)  (.143)  .206  (.063)  .590 
Total from Investment Operations  (.066)  .260  .624  .367  1.040 
Distributions           
Dividends from Net Investment Income  (.393)  (.402)  (.418)  (.430)  (.450) 
Distributions from Realized Capital Gains  (.031)  (.038)  (.016)  (.027)   
Total Distributions  (.424)  (.440)  (.434)  (.457)  (.450) 
Net Asset Value, End of Period  $11.16  $11.65  $11.83  $11.64  $11.73 
Total Return2  –0.59%  2.31%  5.39%  3.19%  9.52% 
Ratios/Supplemental Data           
Net Assets, End of Period (Millions)  $853  $980  $1,007  $928  $958 
Ratio of Total Expenses to           
Average Net Assets  0.17%  0.19%  0.19%  0.20%  0.20% 
Ratio of Net Investment Income to           
Average Net Assets  3.44%  3.49%  3.52%  3.69%  3.95% 
Portfolio Turnover Rate  16%  19%  13%  18%  21% 
1 Calculated based on average shares outstanding.           
2 Total returns do not include account service fees that may have applied in the periods shown.   

 

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Long-Term Tax-Exempt Fund Admiral Shares           
      Year Ended October 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015  2014 
Net Asset Value, Beginning of Period  $11.65  $11.83  $11.64  $11.73  $11.14 
Investment Operations           
Net Investment Income  .4021  .4151  .430  .439  .459 
Net Realized and Unrealized Gain (Loss)           
on Investments  (.459)  (.143)  .206  (.063)  .590 
Total from Investment Operations  (.057)  .272  .636  .376  1.049 
Distributions           
Dividends from Net Investment Income  (.402)  (.414)  (.430)  (.439)  (.459) 
Distributions from Realized Capital Gains  (.031)  (.038)  (.016)  (.027)   
Total Distributions  (.433)  (.452)  (.446)  (.466)  (.459) 
Net Asset Value, End of Period  $11.16  $11.65  $11.83  $11.64  $11.73 
Total Return2  –0.51%  2.42%  5.50%  3.27%  9.60% 
Ratios/Supplemental Data           
Net Assets, End of Period (Millions)  $10,825  $9,947  $9,238  $8,088  $7,480 
Ratio of Total Expenses to           
Average Net Assets  0.09%  0.09%  0.09%  0.12%  0.12% 
Ratio of Net Investment Income to           
Average Net Assets  3.52%  3.59%  3.62%  3.77%  4.03% 
Portfolio Turnover Rate  16%  19%  13%  18%  21% 
1 Calculated based on average shares outstanding.           
2 Total returns do not include account service fees that may have applied in the periods shown.   

 

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High-Yield Tax-Exempt Fund Investor Shares           
      Year Ended October 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015  2014 
Net Asset Value, Beginning of Period  $11.37  $11.47  $11.20  $11.23  $10.63 
Investment Operations           
Net Investment Income  .4181  .4271  .413  .414  .430 
Net Realized and Unrealized Gain (Loss)           
on Investments  (.377)  (.108)  .270  (.030)  .600 
Total from Investment Operations  .041  .319  .683  .384  1.030 
Distributions           
Dividends from Net Investment Income  (.421)  (.419)  (.413)  (.414)  (.430) 
Distributions from Realized Capital Gains           
Total Distributions  (.421)  (.419)  (.413)  (.414)  (.430) 
Net Asset Value, End of Period  $10.99  $11.37  $11.47  $11.20  $11.23 
Total Return2  0.35%  2.91%  6.15%  3.47%  9.87% 
Ratios/Supplemental Data           
Net Assets, End of Period (Millions)  $1,790  $1,904  $1,980  $1,614  $1,484 
Ratio of Total Expenses to           
Average Net Assets  0.17%  0.19%  0.19%  0.20%  0.20% 
Ratio of Net Investment Income to           
Average Net Assets  3.72%  3.80%  3.59%  3.69%  3.94% 
Portfolio Turnover Rate  17%  21%  19%  21%  28% 
1 Calculated based on average shares outstanding.           
2 Total returns do not include account service fees that may have applied in the periods shown.   

 

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High-Yield Tax-Exempt Fund Admiral Shares           
      Year Ended October 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015  2014 
Net Asset Value, Beginning of Period  $11.37  $11.47  $11.20  $11.23  $10.63 
Investment Operations           
Net Investment Income  .4271  .4371  .425  .423  .438 
Net Realized and Unrealized Gain (Loss)           
on Investments  (.377)  (.106)  .270  (.030)  .600 
Total from Investment Operations  .050  .331  .695  .393  1.038 
Distributions           
Dividends from Net Investment Income  (.430)  (.431)  (.425)  (.423)  (.438) 
Distributions from Realized Capital Gains           
Total Distributions  (.430)  (.431)  (.425)  (.423)  (.438) 
Net Asset Value, End of Period  $10.99  $11.37  $11.47  $11.20  $11.23 
Total Return2  0.43%  3.01%  6.26%  3.56%  9.96% 
Ratios/Supplemental Data           
Net Assets, End of Period (Millions)  $11,032  $10,429  $9,231  $7,398  $6,608 
Ratio of Total Expenses to           
Average Net Assets  0.09%  0.09%  0.09%  0.12%  0.12% 
Ratio of Net Investment Income to           
Average Net Assets  3.80%  3.90%  3.69%  3.77%  4.02% 
Portfolio Turnover Rate  17%  21%  19%  21%  28% 
1 Calculated based on average shares outstanding.           
2 Total returns do not include account service fees that may have applied in the periods shown.     

 

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Investing With Vanguard

This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held in a brokerage account through Vanguard Brokerage Services®), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See

Contacting Vanguard.

For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate “fund account.” For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accounts—and this is true even if you hold the same fund in multiple accounts. Note that each reference to “you” in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.

Purchasing Shares

Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.

Investment minimums may differ for certain categories of investors.

Account Minimums for Investor Shares

To open and maintain an account. $3,000. For Vanguard Municipal Money Market Fund, financial intermediaries and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Investor Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

To add to an existing account. Generally $1.

Account Minimums for Admiral Shares

To open and maintain an account. $50,000. If you request Admiral Shares when you open a new account but the investment amount does not meet the account minimum for Admiral Shares, your investment will be placed in Investor Shares of the Fund. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to

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them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

To add to an existing account. Generally $1.

How to Initiate a Purchase Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.

Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See

Contacting Vanguard.

By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement) or with a deposit slip (available online). For a list of Vanguard addresses, see Contacting Vanguard.

How to Pay for a Purchase

By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.

By check. You may make initial or additional purchases to your fund account by sending a check with a deposit slip or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguard—xx). For a list of Fund numbers (for Funds and share classes in this prospectus), see Additional Information.

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By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail with an exchange form. See Exchanging Shares.

Trade Date

The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.

For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.

For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business day’s trade date.

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If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should Know—Good Order.

For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.

Earning Dividends

You generally begin earning dividends on the business day following your trade date. When buying money market fund shares through a federal funds wire on a business day, however, you generally can begin earning dividends immediately by making a purchase request by telephone to Vanguard before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund).

Other Purchase Rules You Should Know

Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.

Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank and be accompanied by good order instructions. Vanguard does not accept cash, traveler’s checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.

New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.

Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a fund’s operation or performance.

Large purchases. Call Vanguard before attempting to invest a large dollar amount.

No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.

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Converting Shares

When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.

Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.

A conversion between share classes of the same fund is a nontaxable event.

Trade Date

The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For a conversion request received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.

Conversions From Investor Shares to Admiral Shares

Self-directed conversions. If your account balance in a Fund is at least $50,000, you may ask Vanguard to convert your Investor Shares to Admiral Shares. You may request a conversion through our website (if you are registered for online access), by telephone, or by mail. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. See Contacting Vanguard. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Automatic conversions. Vanguard conducts periodic reviews of account balances and may, if your account balance in a Fund exceeds $50,000, automatically convert your Investor Shares to Admiral Shares. You will be notified before an automatic conversion occurs and will have an opportunity to instruct Vanguard not to effect the conversion. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them

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regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Mandatory Conversions to Investor Shares

If an account no longer meets the balance requirements for Admiral Shares, Vanguard may automatically convert the shares in the account to Investor Shares. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.

Redeeming Shares

How to Initiate a Redemption Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.

Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.

By mail. You may send a form (available online) to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.

By writing a check. If you have established the checkwriting service on your account, you can redeem shares by writing a check for $250 or more.

How to Receive Redemption Proceeds

By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form.

Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds

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and is paid directly to the fund in which you invest. For example, if you redeem $100 via a wire, you will receive the full $100, and the $10 fee will be assessed to your fund account with an additional redemption of fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the amount of the fee. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.

By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.

By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.

Trade Date

The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

• Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.

• Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on

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a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.

For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business day’s trade date.

For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should Know—Good Order.

If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by a Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see “Potentially disruptive redemptions” and “Emergency circumstances.”

For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.

Earning Dividends

You generally will continue earning dividends until the first business day following your trade date. Generally, there are two exceptions to this rule: (1) If you redeem shares by

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writing a check against your account, the shares will stop earning dividends on the day that your check posts to your account; and (2) For money market funds, if you redeem shares with a same-day wire request before 10:45 a.m., Eastern time, on a business day (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the shares will stop earning dividends that same day.

Other Redemption Rules You Should Know

Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.

Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kind—that is, in the form of securities—if we reasonably believe that a cash redemption would negatively affect the fund’s operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguard’s policies to limit frequent trading.

Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.

Share certificates. Share certificates are no longer issued for Vanguard funds. Shares currently held in certificates cannot be redeemed, exchanged, converted, or transferred (reregistered) until you return the certificates (unsigned) to Vanguard by registered mail. For the correct address, see Contacting Vanguard.

Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing (using a form available online) at any time. Confirmations of address changes are sent to both the old and new addresses.

Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a

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signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.

No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.

Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC. In connection with a determination by the board of trustees, in accordance with Rule 22e-3 under the Investment Company Act of 1940, a money market fund may suspend redemptions and postpone payment of redemption proceeds in order to facilitate an orderly liquidation of the fund. In addition, in accordance with Rule 2a-7 under the Investment Company Act of 1940, the board of trustees of a retail or institutional money market fund may implement liquidity fees and redemption gates if a retail or institutional money market fund‘s weekly liquid assets fall below established thresholds.

Exchanging Shares

An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.

If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should Know—Good Order for additional information on all transaction requests.

Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.

Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.

Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.

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Frequent-Trading Limitations

Because excessive transactions can disrupt management of a fund and increase the fund’s costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.

For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.

These frequent-trading limitations do not apply to the following:

• Purchases of shares with reinvested dividend or capital gains distributions.

• Transactions through Vanguard’s Automatic Investment Plan, Automatic Exchange Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.

• Discretionary transactions through Vanguard Personal Advisor Services® and Vanguard Institutional Advisory Services®.

• Redemptions of shares to pay fund or account fees.

• Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).

• Transfers and reregistrations of shares within the same fund.

• Purchases of shares by asset transfer or direct rollover.

• Conversions of shares from one share class to another in the same fund.

• Checkwriting redemptions.

• Section 529 college savings plans.

• Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguard’s funds of funds are subject to the limitations.)

For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:

• Purchases of shares with participant payroll or employer contributions or loan repayments.

• Purchases of shares with reinvested dividend or capital gains distributions.

• Distributions, loans, and in-service withdrawals from a plan.

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• Redemptions of shares as part of a plan termination or at the direction of the plan.

• Transactions executed through the Vanguard Managed Account Program.

• Redemptions of shares to pay fund or account fees.

• Share or asset transfers or rollovers.

• Reregistrations of shares.

• Conversions of shares from one share class to another in the same fund.

• Exchange requests submitted by written request to Vanguard. (Exchange requests

submitted by fax, if otherwise permitted, are subject to the limitations.)

* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.

Accounts Held by Institutions (Other Than Defined Contribution Plans)

Vanguard will systematically monitor for frequent trading in institutional clients’ accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a client’s accounts the 30-day policy previously described, prohibiting a client’s purchases of fund shares, and/or revoking the client’s exchange privilege.

Accounts Held by Intermediaries

When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediary’s clients. Intermediaries also may monitor their clients’ trading activities with respect to Vanguard funds.

For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firm’s materials carefully to learn of any other rules or fees that may apply.

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Other Rules You Should Know

Prospectus and Shareholder Report Mailings

When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.

Vanguard.com

Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.

Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under “Account Maintenance.” You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.

Telephone Transactions

Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.

Tele-Account®. To obtain fund and account information through Vanguard’s automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.

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.

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Good Order

We reserve the right to reject any transaction instructions that are not in “good order.” Good order generally means that your instructions:

• Are provided by the person(s) authorized in accordance with Vanguard’s policies and procedures to access the account and request transactions.

• Include the fund name and account number.

• Include the amount of the transaction (stated in dollars, shares, or percentage).

Written instructions also must generally be provided on a Vanguard form and include:

Signature(s) and date from the authorized person(s).*

• Signature guarantees or notarized signatures, if required for the type of transaction.

(Call Vanguard for specific requirements.)

• Any supporting documentation that may be required.*

* For Vanguard Municipal Money Market Fund, documentation may be required to confirm beneficial owner is a natural person.

Good order requirements may vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Vanguard reserves the right, without notice, to revise the requirements for good order.

Future Trade-Date Requests

Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and

Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.

Accounts With More Than One Owner

If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.

Responsibility for Fraud

Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.

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Uncashed Checks

Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the state’s abandoned property law.

Dormant Accounts

If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the state’s abandoned property law, subject to potential federal or state withholding taxes.

Unusual Circumstances

If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request on a Vanguard form by regular or express mail. See Contacting Vanguard for addresses.

Investing With Vanguard Through Other Firms

You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms. You may be required to pay a commission on purchases of mutual fund shares made through a financial intermediary. Your financial intermediary will be responsible for taking reasonable actions to assist the retail or institutional money market fund to impose, lift, or modify liquidity fees or redemption gates.

Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.

Account Service Fee

Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.

If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.

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The account service fee also does not apply to the following:

• Money market sweep accounts owned in connection with a Vanguard Brokerage Services account.*

• Accounts held through intermediaries.*

• Accounts held by institutional clients.

• Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.

Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services®. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a household’s eligibility.

• Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.

• Section 529 college savings plans.

* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.

** The following Vanguard fund accounts have alternative fee structures: SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.

Low-Balance Accounts

Each Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.

Right to Change Policies

In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any

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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 shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owner’s 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 in the best interest of a fund.

Share Classes

Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.

Fund and Account Updates

Confirmation Statements

We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.

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Portfolio Summaries

We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.

Tax Information Statements

For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Annual and Semiannual Reports

We will send (or provide through our website, whichever you prefer) reports about Vanguard Municipal Bond Funds twice a year, in June and December. These reports include overviews of the financial markets and provide the following specific Fund information:

• Performance assessments and comparisons with industry benchmarks.

• Reports from the advisor.

• Financial statements with listings of Fund holdings.

Portfolio Holdings

Please consult the Funds‘ Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of a Fund’s portfolio holdings.

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Contacting Vanguard   
 
 
Web   
Vanguard.com  For the most complete source of Vanguard news 
  For fund, account, and service information 
  For most account transactions 
  For literature requests 
  24 hours a day, 7 days a week 
 
Phone   
Vanguard Tele-Account® 800-662-6273  For automated fund and account information 
  Toll-free, 24 hours a day, 7 days a week 
Investor Information 800-662-7447  For fund and service information 
(Text telephone for people with hearing  For literature requests 
impairment at 800-749-7273)   
Client Services 800-662-2739  For account information 
(Text telephone for people with hearing  For most account transactions 
impairment at 800-749-7273)   
Institutional Division  For information and services for large institutional investors 
888-809-8102   
Financial Advisor and Intermediary  For information and services for financial intermediaries 
Sales Support 800-997-2798  including financial advisors, broker-dealers, trust institutions, 
  and insurance companies 
Financial Advisory and Intermediary  For account information and trading support for financial 
Trading Support 800-669-0498  intermediaries including financial advisors, broker-dealers, 
  trust institutions, and insurance companies 

 

Vanguard Addresses

Please be sure to use the correct address and the correct form. Use of an incorrect address or form could delay the processing of your transaction.

Regular Mail (Individuals)  The Vanguard Group 
  P.O. Box 1110 
  Valley Forge, PA 19482-1110 
Regular Mail (Institutions and Intermediaries)  The Vanguard Group 
  P.O. Box 2900 
  Valley Forge, PA 19482-2900 
Registered, Express, or Overnight Mail  The Vanguard Group 
  455 Devon Park Drive 
  Wayne, PA 19087-1815 

 

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Additional Information       
 
 
  Inception  Newspaper  Vanguard  CUSIP 
  Date  Abbreviation  Fund Number  Number 
Municipal Money Market Fund       
Investor Shares  6/10/1980  VangMB  45  922907506 
Short-Term Tax-Exempt Fund       
Investor Shares  9/1/1977  MuSht  41  922907100 
Admiral Shares  2/12/2001  MuShtAdml  541  922907803 
Limited-Term Tax-Exempt Fund       
Investor Shares  8/31/1987  MuLtd  31  922907704 
Admiral Shares  2/12/2001  MuItdAdml  531  922907886 
Intermediate-Term Tax-Exempt Fund       
Investor Shares  9/1/1977  MuInt  42  922907209 
Admiral Shares  2/12/2001  MuIntAdml  542  922907878 
Long-Term Tax-Exempt Fund         
Investor Shares  9/1/1977  MuLong  43  922907308 
Admiral Shares  2/12/2001  MuLTAdml  543  922907860 
High-Yield Tax-Exempt Fund         
Investor Shares  12/27/1978  MuHY  44  922907407 
Admiral Shares  11/12/2001  MuHYAdml  5044  922907845 

 

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CFA® is a registered trademark owned by CFA Institute.

BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloomberg’s licensors, own all proprietary rights in the Bloomberg Barclays 1 Year Municipal Bond Index, Bloomberg Barclays 1-5 Year Municipal Bond Index, Bloomberg Barclays 1-15 Year Municipal Bond Index, and Bloomberg Barclays Municipal Bond Index (the Indices or Bloomberg Barclays Indices).

Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the Municipal Bond Funds and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the Municipal Bond Funds. The Indices are licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the Municipal Bond Funds. Bloomberg and Barclays’ only relationship with Vanguard in respect to the Indices is the licensing of the Indices, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the Municipal Bond Funds or the owners of the Municipal Bond Funds.

Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Indices in connection with the Municipal Bond Funds. Investors acquire the Municipal Bond Funds from Vanguard and investors neither acquire any interest in the Indices nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the Municipal Bond Funds. The Municipal Bond Funds are not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the Municipal Bond Funds or the advisability of investing in securities generally or the ability of the Indices to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the Municipal Bond Funds with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Municipal Bond Funds to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the Municipal Bond Funds or any other third party into consideration in determining, composing or calculating the Indices. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the Municipal Bond Funds.

The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the Municipal Bond Funds, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the Municipal Bond Funds, investors or other third parties.

NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDICES. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDICES, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BLOOMBERG BARCLAYS INDICES. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH, RESULTING FROM THE USE OF BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE MUNICIPAL BOND FUNDS.

None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank Plc. Barclays Bank Plc is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.

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Glossary of Investment Terms

Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a fund’s share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bond’s maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.

Bloomberg Barclays 1 Year Municipal Bond Index. An index that includes investment-grade tax-exempt bonds that are issued by state and local governments and have maturities of 1 to 2 years.

Bloomberg Barclays 1–5 Year Municipal Bond Index. An index that includes investment-grade tax-exempt bonds that are issued by state and local governments and have maturities of 1 to 5 years.

Bloomberg Barclays 1–15 Year Municipal Bond Index. An index that includes investment-grade tax-exempt bonds that are issued by state and local governments and have maturities of 1 to 15 years.

Bloomberg Barclays Municipal Bond Index. An index that includes most investment-grade tax-exempt bonds that are issued by state and local governments.

Capital Gains Distributions. Payments 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.

Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.

Dividend Distributions. Payments 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.

Face Value. The amount to be paid at a bond’s maturity; also known as the par value or principal.

Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.

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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.

Investment-Grade Bond. A debt security whose credit quality is considered by independent bond rating agencies, or through independent analysis conducted by a fund’s advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.

Joint Committed Credit Facility. Each Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each Vanguard fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the Funds‘ board of trustees and renegotiation with the lender syndicate on an annual basis.

Municipal Bond. A bond issued by a state or local government or by other governmental authorities. Interest income from municipal bonds, and therefore dividend income from municipal bond funds, is generally free from federal income taxes and generally exempt from taxes in the state in which the bonds were issued.

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.

New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time.

Securities. Stocks, bonds, money market instruments, and other investments.

Stable Net Asset Value (NAV). A share price that maintains a consistent value (e.g., $1.00 or $100.00) using special pricing and valuation conventions.

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.

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P.O. Box 2600

Valley Forge, PA 19482-2600

Connect with Vanguard® > vanguard.com   
 
 
 
For More Information  If you are a current Vanguard shareholder and would 
If you would like more information about Vanguard  like information about your account, account 
Municipal Bond Funds, the following documents are  transactions, and/or account statements, please call: 
available free upon request:   
  Client Services Department 
Annual/Semiannual Reports to Shareholders  Telephone: 800-662-2739; Text telephone for people 
Additional information about the Funds’ investments is  with hearing impairment: 800-749-7273 
available in the Funds’ annual and semiannual reports   
  Information Provided by the Securities and 
to shareholders. In the annual reports, you will find a   
  Exchange Commission (SEC) 
discussion of the market conditions and investment   
  Reports and other information about the Funds are 
strategies that significantly affected the Funds’   
  available in the EDGAR database on the SEC’s website 
performance during their last fiscal year.   
  at www.sec.gov, or you can receive copies of this 
Statement of Additional Information (SAI)  information, for a fee, by electronic request at the 
The SAI provides more detailed information about  following email address: publicinfo@sec.gov. 
the Funds and is incorporated by reference into (and   
  Funds’ Investment Company Act file number: 811-02687 
thus legally a part of) this prospectus.   
 
To receive a free copy of the latest annual or semiannual   
reports or the SAI, or to request additional information   
about the Funds or other Vanguard funds, please visit   
vanguard.com or contact us as follows:   
 
The Vanguard Group   
Investor Information Department   
P.O. Box 2600   
Valley Forge, PA 19482-2600   
Telephone: 800-662-7447   
Text telephone for people with hearing impairment:   
800-749-7273   

 

© 2019 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.

P 045 022019


Vanguard Tax-Exempt Bond ETF 
Prospectus 
 
February 26, 2019 
 
Exchange-traded fund shares that are not individually redeemable and are 
listed on NYSE Arca 
Vanguard Tax-Exempt Bond Index Fund ETF Shares (VTEB) 
 
 
 
 
This prospectus contains financial data for the Fund through the fiscal year ended October 31, 2018. 
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or 
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. 

 


 

Contents       
 
 
Vanguard ETF Summary  1  More on the Fund and ETF Shares  11 
Investing in Vanguard ETF Shares  7  The Fund and Vanguard  22 
Investing in Index Funds  9  Investment Advisor  23 
Investing in Tax-Exempt Funds  10  Dividends, Capital Gains, and Taxes  24 
    Share Price and Market Price  26 
    Additional Information  27 
    Financial Highlights  28 
    Glossary of Investment Terms  30 

 


 

ETF Summary

Investment Objective

The Fund seeks to track the performance of a benchmark index that measures the investment-grade segment of the U.S. municipal bond market.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.

Shareholder Fees   
(Fees paid directly from your investment)   
 
 
Transaction Fee on Purchases and Sales  None through Vanguard 
  (Broker fees vary) 
Transaction Fee on Reinvested Dividends  None through Vanguard 
  (Broker fees vary) 
Transaction Fee on Conversion to ETF Shares  None through Vanguard 
  (Broker fees vary) 

 

Annual Fund Operating Expenses   
(Expenses that you pay each year as a percentage of the value of your investment)   
 
Management Fees  0.07% 
12b-1 Distribution Fee  None 
Other Expenses  0.01% 
Total Annual Fund Operating Expenses  0.08% 

 

Example

The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to sell your shares at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year  3 Years  5 Years  10 Years 
$8  $26  $45  $103 

 

1


 

This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 22% of the average value of its portfolio.

Principal Investment Strategies

The Fund employs an indexing investment approach designed to track the Standard & Poor’s National AMT-Free Municipal Bond Index, which measures the performance of the investment-grade segment of the U.S. municipal bond market. This Index includes municipal bonds from issuers that are primarily state or local governments or agencies whose interest is exempt from U.S. federal income taxes and the federal alternative minimum tax (AMT). To be eligible for inclusion in the Index, each bond must have a rating of at least investment-grade, as determined by a nationally recognized statistical rating organization (NRSRO) (e.g., at least BBB– by Fitch Ratings, Inc.); be denominated in U.S. dollars; and have a minimum par amount of $25 million. In addition, to be included in the Index, each bond must have a minimum term to maturity greater than one calendar month.

The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Fund’s investments will be selected through the sampling process, and at least 80% of the Fund’s assets will be invested in securities held in the Index. Under normal circumstances, at least 80% of the Fund’s assets will be invested in securities whose income will be exempt from federal income taxes and the federal AMT. The Fund maintains a dollar-weighted average maturity consistent with that of the Index. As of October 31, 2018, the dollar-weighted average maturity of the Index was 13.0 years.

Principal Risks

The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Fund’s performance:

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates.

2


 

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates.

Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund‘s income. Such redemptions and subsequent reinvestments would also increase the Fund‘s portfolio turnover rate.

Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall.

Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. In general, credit risk should be relatively low for the Fund because it invests primarily in bonds that are considered to be of high quality.

Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund is expected to be low to moderate.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Tax risk, which is the chance that all or a portion of the tax-exempt income from

municipal bonds held by the Fund will be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state or local tax authorities, or noncompliant conduct of a bond issuer.

Because ETF Shares are traded on an exchange, they are subject to additional risks:

• The Fund’s ETF Shares are listed for trading on NYSE Arca and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.

• Although the Fund’s ETF Shares are listed for trading on NYSE Arca, it is possible that an active trading market may not be maintained.

• Trading of the Fund’s ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Fund’s ETF Shares may also be halted if (1) the shares are

3


 

delisted from NYSE Arca without first being listed on another exchange or (2) NYSE Arca officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Tax-Exempt Bond Index Fund ETF Shares


During the periods shown in the bar chart, the highest return for a calendar quarter was 2.67% (quarter ended June 30, 2016), and the lowest return for a quarter was –3.42% (quarter ended December 31, 2016).

4


 

Average Annual Total Returns for Periods Ended December 31, 2018     
    Since 
    Inception 
    (Aug. 21, 
  1 Year  2015) 
Vanguard Tax-Exempt Bond Index Fund ETF Shares     
Based on NAV     
Return Before Taxes  0.94%  2.50% 
Return After Taxes on Distributions  0.94  2.50 
Return After Taxes on Distributions and Sale of Fund Shares  1.48  2.37 
Based on Market Price     
Return Before Taxes  1.06  2.57 
S&P National AMT-Free Municipal Bond Index     
(reflects no deduction for fees, expenses, or taxes)  1.01%  2.55% 

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor
The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

Adam M. Ferguson, CFA, Portfolio Manager at Vanguard. He has managed the Fund since its inception in 2015.

5


 

Purchase and Sale of Fund Shares

You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth $1 million or more, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 50,000.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. A majority of the income dividends that you receive from the Fund are expected to be exempt from federal income and alternative minimum taxes. However, a portion of the Fund’s distributions may be subject to federal income and alternative minimum taxes. Dividend and capital gains distributions that you receive may also be subject to state and local income taxes.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

6


 

Investing in Vanguard ETF® Shares

What Are Vanguard ETF Shares?

Vanguard ETF Shares are an exchange-traded class of shares issued by certain Vanguard funds. ETF Shares represent an interest in the portfolio of stocks or bonds held by the issuing fund. This prospectus describes Vanguard Tax-Exempt Bond ETF, a class of shares issued by Vanguard Tax-Exempt Bond Index Fund. In addition to ETF Shares, the Fund offers two conventional (not exchange-traded) classes of shares. This prospectus, however, relates only to ETF Shares.

How Are Vanguard ETF Shares Different From Conventional Mutual Fund Shares?

Conventional mutual fund shares can be directly purchased from and redeemed with the issuing fund for cash at the net asset value (NAV), typically calculated once a day. ETF Shares, by contrast, cannot be purchased directly from or redeemed directly with the issuing fund by an individual investor. Rather, ETF Shares can only be purchased or redeemed directly from the issuing fund by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth $1 million or more, usually in exchange for baskets of securities and not for cash (although some funds issue and redeem Creation Units in exchange for cash or a combination of cash and securities).

An organized secondary trading market is expected to exist for ETF Shares, unlike conventional mutual fund shares, because ETF Shares are listed for trading on a national securities exchange. Individual investors can purchase and sell ETF Shares on the secondary market through a broker. Secondary-market transactions occur not at NAV, but at market prices that are subject to change throughout the day based on the supply of and demand for ETF Shares, changes in the prices of the fund’s portfolio holdings, and other factors.

The market price of a fund’s ETF Shares typically will differ somewhat from the NAV of those shares. The difference between market price and NAV is expected to be small most of the time, but in times of market disruption or extreme market volatility, the difference may become significant.

7


 

How Do I Buy and Sell Vanguard ETF Shares?

ETF Shares of the Fund are listed for trading on NYSE Arca. You can buy and sell ETF Shares on the secondary market in the same way you buy and sell any other exchange-traded security—through a broker. Your broker may charge a commission to execute a transaction. You will also incur the cost of the “bid-ask spread,” which is the difference between the price a dealer will pay for a security and the somewhat higher price at which the dealer will sell the same security. Because secondary-market transactions occur at market prices, you may pay more (premium) or less (discount) than NAV when you buy ETF Shares and receive more or less than NAV when you sell those shares. In times of severe market disruption, the bid-ask spread and premiums/ discounts can increase significantly. Unless imposed by your broker, there is no minimum dollar amount you must invest and no minimum number of ETF Shares you must buy.

Your ownership of ETF Shares will be shown on the records of the broker through which you hold the shares. Vanguard will not have any record of your ownership. Your account information will be maintained by your broker, which will provide you with account statements, confirmations of your purchases and sales of ETF Shares, and tax information. Your broker also will be responsible for ensuring that you receive income and capital gains distributions, as well as shareholder reports and other communications from the fund whose ETF Shares you own. You will receive other services (e.g., dividend reinvestment and average cost information) only if your broker offers these services.

8


 

Investing in Index Funds

What Is Indexing?

Indexing is an investment strategy for tracking the performance of a specified market benchmark, or “index.” An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire markets—such as the U.S. stock market or the U.S. bond market. Other indexes cover market segments—such as small-capitalization stocks or short-term bonds. One cannot invest directly in an index.

The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. Generally, the index sponsor does not provide any warranty, or accept any liability, with respect to the quality, accuracy, or completeness of either the target index or its related data. Errors made by the index sponsor may occur from time to time and Vanguard does not provide any warranty or guarantee against such errors. Therefore, the gains, losses, or costs associated with the index sponsor’s errors will generally be borne by the index fund and its shareholders.

An index fund seeks to hold all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.

Index funds typically have the following characteristics:

Variety of investments. Index funds generally invest in the securities of a variety of companies and industries.

Relative performance consistency. Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.

Low cost. Index funds are generally inexpensive to run compared with actively managed funds. They have low or no research costs and typically keep trading activity—and thus dealer markups and other transaction costs—to a minimum compared with actively managed funds.

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Investing in Tax-Exempt Funds

What Are Municipal Bond Funds?

Municipal bond funds invest primarily in interest-bearing securities issued by state and local governments and by other governmental authorities to support their needs or to finance public projects. A municipal bond—like a bond issued by a corporation or the U.S. government—obligates the issuer to pay the bondholder a fixed or variable amount of interest periodically and to repay the principal value of the bond on a specific maturity date. Unlike most other bonds, however, municipal bonds generally pay interest that is exempt from federal income taxes and, in some cases, from state and local taxes. For certain shareholders, the interest may be subject to the alternative minimum tax.

Taxable Versus Tax-Exempt Funds

Yields on tax-exempt bonds—such as some municipal bonds—are typically lower than those on taxable bonds, so investing in a tax-exempt fund makes sense only if you stand to save more in taxes than you would earn as additional income while invested in a taxable fund.

To determine whether a tax-exempt fund—such as Vanguard Tax-Exempt Bond Index Fund—makes sense for you, compute the tax-exempt fund’s taxable-equivalent yield. This figure enables you to take taxes into account when comparing your potential return on a tax-exempt fund with the potential return on a taxable fund.

To compute the taxable-equivalent yield, divide the tax-exempt fund’s yield by the difference between 100% and your federal tax bracket. For example, if you are in the 37% tax bracket and subject to the 3.8% Medicare tax, and can earn a tax-exempt yield of 5%, the taxable-equivalent yield would be 8.45% (5% divided by 59.2% [i.e.,100%–37%–3.8%]).

In this example, you would choose the tax-exempt fund if its taxable-equivalent yield of 8.45% were greater than the yield of a similar, though taxable, investment.

Remember that we have used an assumed tax bracket in this example. Actual taxable-equivalent yields depend on your individual tax situation. Make sure to verify your actual effective marginal rate before calculating taxable-equivalent yields of your own.

There is no guarantee that all of a tax-exempt fund’s income from its municipal bonds will remain exempt from federal, state, or local income taxes. Income from municipal bonds held by a fund could be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service (IRS) or state or local tax authorities, or noncompliant conduct of a bond issuer.

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More on the Fund and ETF Shares

This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main principles 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 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 fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.

Share Class Overview

This prospectus offers the Fund’s ETF Shares, an exchange-traded class of shares. A separate prospectus offers the Fund’s Investor Shares and Admiral™ Shares, which generally have investment minimums of $3,000.

All share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment returns will differ.

A Note to Investors

Vanguard ETF Shares can be purchased directly from the issuing Fund only by certain authorized broker-dealers in exchange for a basket of securities (or, in some cases, for cash or a combination of cash and securities) that is expected to be worth $1 million or more. Most individual investors, therefore, will not be able to purchase ETF Shares directly from the Fund. Instead, these investors will purchase ETF Shares on the secondary market through a broker.

Plain Talk About Fund Expenses 
 
All funds have operating expenses. These expenses, which are deducted from a 
fund’s gross income, are expressed as a percentage of the net assets of the 
fund. Assuming that operating expenses remain as stated in the Fees and 
Expenses section, Vanguard Tax-Exempt Bond Index Fund ETF Shares’ expense 
ratio would be 0.08%, or $0.80 per $1,000 of average net assets. The average 
expense ratio for general municipal funds in 2017 was 0.86%, or $8.60 per 
$1,000 of average net assets (derived from data provided by Lipper, a Thomson 
Reuters Company, which reports on the fund industry). 

 

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Plain Talk About Costs of Investing 
 
Costs are an important consideration in choosing an ETF. That is because you, as 
a shareholder, pay a proportionate share of the costs of operating a fund and any 
transaction costs incurred when the fund buys or sells securities. These costs 
can erode a substantial portion of the gross income or the capital appreciation a 
fund achieves. Even seemingly small differences in expenses can, over time, 
have a dramatic effect on a fund‘s performance. 

 

The following sections explain the principal 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. The Fund’s policy of investing at least 80% of its assets in securities that are held in its target index may be changed only upon 60 days’ notice to shareholders.

Market Exposure

The Fund invests mainly in municipal bonds issued by state and local governments or agencies that provide tax-exempt income. As a result, the Fund is subject to certain risks.


The Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates.

Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.

To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the values of three noncallable bonds (i.e., bonds that cannot be redeemed by the issuer) of different maturities, each with a face value of $1,000.

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How Interest Rate Changes Affect the Value of a $1,000 Bond1     
  After a 1%  After a 1%  After a 2%  After a 2% 
Type of Bond (Maturity)  Increase  Decrease  Increase  Decrease 
Short-Term (2.5 years)  $977  $1,024  $954  $1,049 
Intermediate-Term (10 years)  922  1,086  851  1,180 
Long-Term (20 years)  874  1,150  769  1,328 
1 Assuming a 4% coupon rate.         

 

These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Fund in particular.

Plain Talk About Bonds and Interest Rates 
 
As a rule, when interest rates rise, bond prices fall. The opposite is also true: 
Bond prices go up when interest rates fall. Why do bond prices and interest rates 
move in opposite directions? Let’s assume that you hold a bond offering a 4% 
yield. A year later, interest rates are on the rise and bonds of comparable quality 
and maturity are offered with a 5% yield. With higher-yielding bonds available, 
you would have trouble selling your 4% bond for the price you paid—you would 
probably have to lower your asking price. On the other hand, if interest rates were 
falling and 3% bonds were being offered, you should be able to sell your 4% bond 
for more than you paid. 

 

Changes in interest rates can affect bond income as well as bond prices.


The Fund is subject to income risk, which is the chance that the Fund’s income will decline because of falling interest rates. A fund’s income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds.

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Plain Talk About Bond Maturities 
 
A bond is issued with a specific maturity date—the date when the issuer must pay 
back the bond’s principal (face value). Bond maturities range from less than 1 year 
to more than 30 years. Typically, the longer a bond’s maturity, the more price risk 
you, as a bond investor, will face as interest rates rise—but also the higher the 
potential yield you could receive. Longer-term bonds are more suitable for 
investors willing to take a greater risk of price fluctuations to get higher and more 
stable interest income. Shorter-term bond investors should be willing to accept 
lower yields and greater income variability in return for less fluctuation in the value 
of their investment. The stated maturity of a bond may differ from the effective 
maturity of a bond, which takes into consideration that an action such as a call or 
refunding may cause bonds to be repaid before their stated maturity dates. 

 

Although falling interest rates tend to strengthen bond prices, they can cause another problem for bond fund investors—bond calls.


The Fund is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate.

Call risk is generally low for short-term bonds, moderate for intermediate-term bonds, and higher for long-term bonds. The greater the call risk, the greater the chance for a decline in income and the potential for taxable capital gains.

Plain Talk About Callable Bonds 
 
Although bonds are issued with clearly defined maturities, in some cases the 
bond issuer has a right to call in (redeem) the bond earlier than its maturity date. 
When a bond is called, the bondholder must replace it with another bond that 
may have a lower yield than the original bond. One way for bond investors to 
protect themselves against call risk is to purchase a bond early in its lifetime, long 
before its call date. Another way is to buy bonds with lower coupon rates or 
interest rates, which make them less likely to be called. 

 

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The Fund is subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall.


The Fund is subject to credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. In general, credit risk should be relatively low for the Fund because it invests primarily in bonds that are considered to be of high quality.

Plain Talk About Credit Quality 
 
A bond’s credit quality rating is an assessment of the issuer’s ability to pay interest 
on the bond and, ultimately, to repay the principal. The lower the credit quality, the 
greater the perceived chance that the bond issuer will default, or fail to meet its 
payment obligations. All things being equal, the lower a bond’s credit quality, the 
higher its yield should be to compensate investors for assuming additional risk. 

 

The Fund tries to minimize credit risk by purchasing a wide selection of municipal securities. As a result, there is less chance that the Fund will be seriously affected by a particular bond issuer’s failure to pay either interest or principal.


The Fund is subject to liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Municipal securities are traded via a network among dealers and brokers that connect buyers with sellers. Liquidity in the tax-exempt bond market may be reduced as a result of overall economic conditions and credit tightening. There may be little trading in the secondary market for particular bonds and other debt securities, which may make them more difficult to value or sell.

Security Selection

Index sampling strategy. Because it would be very expensive and inefficient to buy and sell all bonds held in its target index—which is an indexing strategy called “replication”—the Fund uses index “sampling” techniques to select securities. Using sophisticated computer programs, the Fund’s advisor generally selects a representative sample of securities that approximates the full target index in terms of key risk factors and other characteristics. These factors include duration, cash flow, quality, and callability of the underlying bonds. In addition, the Fund keeps industry sector and subsector exposure within tight boundaries relative to its target index.

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Because the Fund does not hold all of the securities in its target index, some of the securities (and issuers) that are held will likely be overweighted (or underweighted) compared with the target index. The maximum overweight (or underweight) is constrained at the issuer level with the goal of producing well-diversified credit exposure in the portfolio. As of October 31, 2018, the number of bonds in the Fund’s target index and the number of bonds held by the Fund were 11,854 and 4,191 respectively.


The Fund is subject to index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund is expected to be low to moderate.

Other Investment Policies and Risks

The Fund will invest at least 80% of its assets in securities held in its target index. Up to 20% of the Fund’s assets may be used to purchase nonpublic, investment-grade securities, generally referred to as 144A securities, as well as smaller public issues or medium-term notes not included in the index because of the small size of the issue. We expect the vast majority of these securities will have characteristics similar to those in the target index. Subject to the same 20% limit, the Fund may also purchase other investments that are outside of its target index or may hold bonds that, when acquired, were included in the index but subsequently were removed. Some of these investments may generate taxable income, and thus the Fund may need to distribute income subject to federal personal income tax or the alternative minimum tax.

The Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Fund’s agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Fund’s board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.

The Fund may purchase tax-exempt securities on a “when-issued” basis. When investing in “when-issued” securities, the Fund agrees to buy the securities at a certain price on a certain date, even if the market price of the securities at the time of delivery is higher or lower than the agreed-upon purchase price.


The Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

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, or a reference rate. The Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent

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with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:

• Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.

• Add value when these instruments are attractively priced.

• Adjust sensitivity to changes in interest rates.

The Fund’s derivative investments may include fixed income futures contracts, fixed income options, interest rate swaps, total return swaps, credit default swaps, or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantial—in part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.

Plain Talk About Derivatives 
 
Derivatives can take many forms. Some forms of derivatives—such as exchange- 
traded futures and options on securities, commodities, or indexes—have been 
trading on regulated exchanges for decades. These types of derivatives are 
standardized contracts that can easily be bought and sold and whose market 
values are determined and published daily. On the other hand, non-exchange- 
traded derivatives—such as certain swap agreements—tend to be more 
specialized or complex and may be more difficult to accurately value. 

 

The Fund may invest a small portion of its assets in fixed income futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These fixed income futures and ETFs typically provide returns similar to those of the bonds listed in the index, or in a subset of the index, the Fund seeks to track. The Fund may purchase futures or ETFs when doing so will reduce the Fund‘s transaction costs, facilitate cash management, mitigate risk, or have the potential to 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 Vanguard Market Liquidity Fund and/or Vanguard Municipal Cash Management Fund (each, a CMT Fund), which are low-cost money market funds. When investing in a CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard

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receives no additional revenue from Fund assets invested in a CMT Fund. Investment in a CMT Fund may generate taxable income for the Fund and potentially may require the Fund to distribute income subject to federal personal income tax or the alternative minimum tax.

Methods Used to Meet Redemption Requests

Redemptions of ETF Shares are typically met through a combination of cash and securities held by the Fund; see “How Are Vanguard ETF Shares Different From Conventional Mutual Fund Shares?” If cash is used to meet redemptions, the Fund typically obtains such cash through positive cash flows or the sale of Fund holdings consistent with the Fund’s investment objective and strategy. Please consult the Fund‘s Statement of Additional Information for further information on redemptions of ETF Shares.

Under certain circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.

Temporary Investment Measures

The Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Fund‘s best interest, so long as the strategy or policy employed 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 investment objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately. By temporarily departing from its normal investment policies, the Fund may distribute income subject to federal personal income tax or the alternative minimum tax and may otherwise fail to meet its objective.

Special Risks of Exchange-Traded Shares


ETF Shares are not individually redeemable. They can be redeemed with the issuing Fund at NAV only by certain authorized broker-dealers and only in large blocks known as Creation Units, which would cost $1 million or more to assemble. Consequently, if you want to liquidate some or all of your ETF Shares, you must sell them on the secondary market at prevailing market prices.

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The market price of ETF Shares may differ from NAV. Although it is expected that the market price of an ETF Share typically will approximate its NAV, there may be times when the market price and the NAV differ significantly. Thus, you may pay more (premium) or less (discount) than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares. These discounts and premiums are likely to be greatest during times of market disruption or extreme market volatility.

Vanguard’s website at vanguard.com shows the previous day’s closing NAV and closing market price for the Fund’s ETF Shares. The website also discloses, in the Premium/Discount Analysis section of the ETF Shares’ Price & Performance page, how frequently the Fund’s ETF Shares traded at a premium or discount to NAV (based on closing NAVs and market prices) and the magnitudes of such premiums and discounts.


An active trading market may not exist. Although Vanguard ETF Shares are listed on a national securities exchange, it is possible that an active trading market may not be maintained. Although this could happen at any time, it is more likely to occur during times of severe market disruption. If you attempt to sell your ETF Shares when an active trading market is not functioning, you may have to sell at a significant discount to NAV. In extreme cases, you may not be able to sell your shares at all.


Trading may be halted. Trading of Vanguard ETF Shares on an exchange may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of ETF Shares may also be halted if (1) the shares are delisted from the listing exchange without first being listed on another exchange or (2) exchange officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.

Conversion Privilege

Owners of conventional shares issued by the Fund may convert those shares to ETF Shares of equivalent value of the same fund. Please note that investors who own conventional shares through a 401(k) plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or purchased on the secondary market, cannot be converted to conventional shares by a shareholder. Also, ETF Shares of one fund cannot be exchanged for ETF Shares of another fund.

You must hold ETF Shares in a brokerage account. Thus, before converting conventional shares to ETF Shares, you must have an existing, or open a new,

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brokerage account. This account may be with Vanguard Brokerage Services® or with any other brokerage firm. To initiate a conversion of conventional shares to ETF Shares, please contact your broker.

Vanguard Brokerage Services does not impose a fee on conversions from Vanguard conventional shares to Vanguard ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in the future, to impose a transaction fee on conversions or to limit, temporarily suspend, or terminate the conversion privilege.

Converting conventional shares to ETF Shares is generally accomplished as follows. First, after your broker notifies Vanguard of your request to convert, Vanguard will transfer your conventional shares from your account to the broker’s omnibus account with Vanguard (an account maintained by the broker on behalf of all its customers who hold conventional Vanguard fund shares through the broker). After the transfer, Vanguard’s records will reflect your broker, not you, as the owner of the shares. Next, your broker will instruct Vanguard to convert the appropriate number or dollar amount of conventional shares in its omnibus account to ETF Shares of equivalent value, based on the respective NAVs of the two share classes.

Your Fund’s transfer agent will reflect ownership of all ETF Shares in the name of the Depository Trust Company (DTC). The DTC will keep track of which ETF Shares belong to your broker, and your broker, in turn, will keep track of which ETF Shares belong to you.

Because the DTC is unable to handle fractional shares, only whole shares can be converted. For example, if you owned 300.25 conventional shares, and this was equivalent in value to 90.75 ETF Shares, the DTC account would receive 90 ETF Shares. Conventional shares with a value equal to 0.75 ETF Shares (in this example, that would be 2.481 conventional shares) would remain in the broker’s omnibus account with Vanguard. Your broker then could either (1) credit your account with 0.75 ETF Shares or (2) redeem the 2.481 conventional shares for cash at NAV and deliver that cash to your account. If your broker chose to redeem your conventional shares, you would realize a gain or loss on the redemption that must be reported on your tax return (unless you hold the shares in an IRA or other tax-deferred account). Please consult your broker for information on how it will handle the conversion process, including whether it will impose a fee to process a conversion.

If you convert your conventional shares to ETF Shares through Vanguard Brokerage Services, all conventional shares for which you request conversion will be converted to ETF Shares of equivalent value. Because no fractional shares will have to be sold, the transaction will not be taxable.

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Here are some important points to keep in mind when converting conventional shares of a Vanguard fund to ETF Shares:

• The conversion process can take anywhere from several days to several weeks, depending on your broker. Vanguard generally will process conversion requests either on the day they are received or on the next business day. Vanguard imposes conversion blackout windows around the dates when a fund with ETF Shares declares dividends. This is necessary to prevent a shareholder from collecting a dividend from both the conventional share class currently held and also from the ETF share class to which the shares will be converted.

• Until the conversion process is complete, you will remain fully invested in a fund’s conventional shares, and your investment will increase or decrease in value in tandem with the NAV of those shares.

• The conversion transaction is nontaxable except, if applicable, to the very limited extent previously described.

A precautionary note to investment companies: Vanguard ETF Shares are issued by registered investment companies, and therefore the acquisition of such shares by other investment companies is subject to the restrictions of Section 12(d)(1) of the Investment Company Act of 1940. Vanguard has obtained an SEC exemptive order that allows registered investment companies to invest in the issuing funds beyond the limits of Section 12(d)(1), subject to certain terms and conditions, including the requirement to enter into a participation agreement with Vanguard.

Frequent Trading and Market-Timing

Unlike frequent trading of a Vanguard fund’s conventional (i.e., not exchange-traded) classes of shares, frequent trading of ETF Shares does not disrupt portfolio management or otherwise harm fund shareholders. The vast majority of trading in ETF Shares occurs on the secondary market. Because these trades do not involve the issuing fund, they do not harm the fund or its shareholders. Certain broker-dealers are authorized to purchase and redeem ETF Shares directly with the issuing fund. Because these trades typically are effected in kind (i.e., for securities and not for cash), or are assessed a transaction fee when effected in cash, they do not cause any of the harmful effects to the issuing fund (as previously noted) that may result from frequent trading. For these reasons, the board of trustees of each fund that issues ETF Shares has determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market-timing of ETF Shares.

Portfolio Holdings

Please consult the Fund‘s Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Fund’s portfolio holdings.

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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. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index or in an effort to manage the fund’s duration. 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.

Plain Talk About Turnover Rate 
 
Before investing in an ETF, you should review its turnover rate. This rate gives an 
indication of how transaction costs, which are not included in the fund’s expense 
ratio, could affect the fund’s future returns. In general, the greater the volume of 
buying and selling by the fund, the greater the impact that dealer markups and 
other transaction costs will have on its return. Also, funds with high turnover 
rates may be more likely to generate capital gains, including short-term capital 
gains, that must be distributed to shareholders and will be taxable to 
shareholders investing through a taxable account. 

 

The Fund and Vanguard

The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.

Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.

Plain Talk About Vanguard’s Unique Corporate Structure 
 
The Vanguard Group is owned jointly by the funds it oversees and thus indirectly 
by the shareholders in those funds. Most other mutual funds are operated by 
management companies that are owned by third parties—either public or private 
stockholders—and not by the funds they serve. 

 

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Investment Advisor

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 Fixed Income Group. As of October 31, 2018, Vanguard served as advisor for approximately $4 trillion in assets. Vanguard provides investment advisory services to the Fund pursuant to the Funds’ Service Agreement and subject to the supervision and oversight of the trustees and officers of the Fund.

For the fiscal year ended October 31, 2018, the advisory expenses represented an effective annual rate of 0.01% of the Fund’s average net assets.

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 with a third-party investment advisor or hire a new third-party 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, Vanguard may provide investment advisory services to the Fund 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. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If the exemption is granted, the Fund may rely on the new SEC relief.

For a discussion of why the board of trustees approved the Fund’s investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended April 30.

The manager primarily responsible for the day-to-day management of the Fund is:

Adam M. Ferguson, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2004, has worked in investment management since 2008, and has managed the Fund since its inception in 2015. Education: B.S., Wilmington University; M.B.A., Drexel University.

The Statement of Additional Information provides information about the portfolio manager’s compensation, other accounts under management, and ownership of shares of the Fund.

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Dividends, Capital Gains, and Taxes

Fund Distributions

The Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Income dividends generally are declared monthly and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year.

Plain Talk About Distributions 
 
As a shareholder, you are entitled to your portion of a fund’s income from interest 
as well as capital gains from the fund’s sale of investments. Income consists of 
interest the fund earns from its money market and bond investments. The 
portion of such dividends that is exempt from federal income tax will be 
designated as “exempt-interest dividends.” 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. 

 

Reinvestment of Distributions

In order to reinvest dividend and capital gains distributions, investors in the Fund’s ETF Shares must hold their shares at a broker that offers a reinvestment service. This can be the broker’s own service or a service made available by a third party, such as the broker’s outside clearing firm or the Depository Trust Company (DTC). If a reinvestment service is available, distributions of income and capital gains can automatically be reinvested in additional whole and fractional ETF Shares of the Fund. If a reinvestment service is not available, investors will receive their distributions in cash. To determine whether a reinvestment service is available and whether there is a commission or other charge for using this service, consult your broker.

As with all exchange-traded funds, reinvestment of dividend and capital gains distributions in additional ETF Shares will occur four business days or more after the ex-dividend date (the date when a distribution of dividends or capital gains is deducted from the price of the Fund’s shares). The exact number of days depends on your broker. During that time, the amount of your distribution will not be invested in the Fund and therefore will not share in the Fund’s income, gains, and losses.

24


 

Basic Tax Points

Investors in taxable accounts should be aware of the following basic federal income tax points:

• A majority of the income dividends that you receive are expected to be exempt from federal and alternative minimum taxes.

• Distributions of capital gains and any investment income that is not exempt from federal income tax are taxable to you whether or not you reinvest these amounts in additional ETF Shares.

• Distributions declared in December—if paid to you by the end of January—are taxable as if received in December.

• Any short-term capital gains distribution that you receive is taxable to you as ordinary income.

• Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned ETF Shares.

• Capital gains distributions may vary considerably from year to year as a result of the Fund‘s normal investment activities and cash flows.

• Exempt-interest dividends from a tax-exempt fund are taken into account in determining the taxable portion of any Social Security or railroad retirement benefits that you receive.

• Income paid from tax-exempt bonds whose proceeds are used to fund private, for-profit organizations may be subject to the federal alternative minimum tax.

• A sale of ETF Shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return.

Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on “net investment income.” Net investment income takes into account distributions paid by the Fund (except exempt-interest dividends) and capital gains from any sale of ETF Shares.

Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale of ETF Shares, may be subject to state and local income taxes.

Income dividends from interest earned on municipal securities of a state or its political subdivisions are generally exempt from that state’s income taxes. Almost all states, however, tax interest earned on municipal securities of other states. Vanguard (or your intermediary) will annually provide you with information to help report your earnings by state from the Fund on your annual tax returns.

This prospectus provides general tax information only. Please consult your tax advisor for detailed information about any tax consequences for you.

25


 

Share Price and Market Price

Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguard's discretion), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares.

Remember: If you buy or sell ETF Shares on the secondary market, you will pay or receive the market price, which may be higher or lower than NAV. Your transaction will be priced at NAV only if you purchase or redeem your ETF Shares in Creation Unit blocks (an option available only to certain authorized broker-dealers) or if you convert your conventional shares to ETF Shares.

Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or 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).

The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.

26


 

A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.

Vanguard’s website will show the previous day’s closing NAV and closing market price for the Fund’s ETF Shares.

Additional Information       
 
    Vanguard  CUSIP 
  Inception Date  Fund Number  Number 
Tax-Exempt Bond Index Fund       
ETF Shares  8/21/2015  4391  922907746 

 

Certain affiliates of the Fund and the advisor may purchase and resell ETF Shares pursuant to the prospectus.

27


 

Financial Highlights

The following financial highlights table is intended to help you understand the ETF Shares‘ financial performance for the periods shown, and certain information reflects financial results for a single ETF Share. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the ETF Shares (assuming reinvestment of all distributions). 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.

Tax-Exempt Bond Index Fund ETF Shares         
 
        Aug. 21, 
        20151 to 
  Year Ended October 31,   
        Oct. 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015 
Net Asset Value, Beginning of Period  $51.65  $51.67  $50.33  $50.00 
Investment Operations         
Net Investment Income  1.1612  1.0452  .810  .170 
Net Realized and Unrealized Gain (Loss) on Investments3  (1.595)  (.090)  1.343  .255 
Total from Investment Operations  (.434)  .955  2.153  .425 
Distributions         
Dividends from Net Investment Income  (1.096)  (.975)  (.813)  (.095) 
Distributions from Realized Capital Gains         
Total Distributions  (1.096)  (.975)  (.813)  (.095) 
Net Asset Value, End of Period  $50.12  $51.65  $51.67  $50.33 
Total Return  –0.85%  1.89%  4.29%  0.85% 
Ratios/Supplemental Data         
Net Assets, End of Period (Millions)  $3,509  $1,885  $550  $60 
Ratio of Total Expenses to Average Net Assets  0.08%  0.09%  0.09%  0.12%4 
Ratio of Net Investment Income to Average Net Assets  2.28%  2.04%  1.71%  1.96%4 
Portfolio Turnover Rate5  22%  18%  8%  1% 
1 Inception.         
2 Calculated based on average shares outstanding.         
3 Includes increases from purchase fees of $0.00, $0.02, $0.02, and $0.00.         
4 Annualized.         
5 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s 
capital shares, including ETF Creation Units.         

 

28


 

CFA® is a registered trademark owned by CFA Institute.

The S&P National AMT-Free Municipal Bond Index (the “Index”) is a product of S&P Dow Jones Indices LLC (“SPDJI”), and has been licensed for use by Vanguard. Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); S&P® and S&P 500® are trademarks of S&P; and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Vanguard. The Tax-Exempt Bond ETF is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices make no representation or warranty, express or implied, to the owners of the Tax-Exempt Bond ETF or any member of the public regarding the advisability of investing in securities generally or in the Tax-Exempt Bond ETF particularly or the ability of the S&P National AMT-Free Municipal Bond Index to track general market performance. S&P Dow Jones Indices’ only relationship to Vanguard with respect to the S&P National AMT-Free Municipal Bond Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P National AMT-Free Municipal Bond Index is determined, composed and calculated by S&P Dow Jones Indices without regard to Vanguard or the Tax-Exempt Bond ETF. S&P Dow Jones Indices have no obligation to take the needs of Vanguard or the owners of the Tax-Exempt Bond ETF into consideration in determining, composing or calculating the S&P National AMT-Free Municipal Bond Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of the Tax-Exempt Bond ETF or the timing of the issuance or sale of the Tax-Exempt Bond ETF or in the determination or calculation of the equation by which the Tax-Exempt Bond ETF is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the Tax-Exempt Bond ETF. There is no assurance that investment products based on the S&P National AMT-Free Municipal Bond Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY VANGUARD, OWNERS OF THE TAX-EXEMPT BOND ETF, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND VANGUARD, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

29


 

Glossary of Investment Terms

Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.

Authorized Participant. Institutional investors that are permitted to purchase Creation Units directly from, and redeem Creation Units directly with, the issuing fund. To be an Authorized Participant, an entity must be a participant in the Depository Trust Company and must enter into an agreement with the fund’s Distributor.

Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a fund’s share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bond’s maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.

Bid-Ask Spread. The difference between the price a dealer is willing to pay for a security (the bid price) and the somewhat higher price at which the dealer is willing to sell the same security (the ask price).

Capital Gains Distributions. Payments to fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.

Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.

Creation Unit. A large block of a specified number of ETF Shares. Certain broker-dealers known as “Authorized Participants” may purchase and redeem ETF Shares from the issuing fund in Creation Unit size blocks.

Dividend Distributions. Payments to fund shareholders of income from interest or dividends generated by a fund’s investments.

Duration. A measure of the sensitivity of bond—and bond fund—prices to interest rate movements. For example, if a bond has a duration of two years, its price would fall by approximately 2% when interest rates rise by 1%. On the other hand, the bond’s price would rise by approximately 2% when interest rates fall by 1%.

Ex-Dividend Date. The date when a distribution of dividends and/or capital gains is deducted from the share price of a mutual fund, ETF, or stock. On the ex-dividend date, the share price drops by the amount of the distribution per share (plus or minus any market activity).

30


 

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.

Face Value. The amount to be paid at a bond’s maturity; also known as the par value or principal.

Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.

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.

Indexing. A low-cost investment strategy in which a fund attempts to track—rather than outperform—a specified market benchmark, or “index.”

Investment-Grade Bond. A debt security whose credit quality is considered by independent bond rating agencies, or through independent analysis conducted by a fund’s advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.

Joint Committed Credit Facility. The Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each Vanguard fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the Fund‘s board of trustees and renegotiation with the lender syndicate on an annual basis.

Municipal Bond. A bond issued by a state or local government or by other governmental authorities. Interest income from municipal bonds, and therefore dividend income from municipal bond funds, is generally free from federal income taxes and generally exempt from taxes in the state in which the bonds were issued.

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.

New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time.

Par. The amount to be paid at a bond’s maturity; also known as the face value.

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Principal. The face value of a debt instrument or the amount of money put into an investment.

Securities. Stocks, bonds, money market instruments, and other investments.

Total Return. A percentage change, over a specified time period, in a 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.

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Institutional Division P.O. Box 2900 Valley Forge, PA 19482-2900

Connect with Vanguard® > vanguard.com   
 
 
 
For More Information  To receive a free copy of the latest annual or 
If you would like more information about Vanguard  semiannual report to the SAI, or to request additional 
Tax-Exempt Bond ETF, the following documents are  information about Vanguard ETF Shares, please visit 
available free upon request:  vanguard.com or contact us as follows: 
 
  The Vanguard Group 
Annual/Semiannual Reports to Shareholders   
  Institutional Investor Information 
Additional information about the Fund’s investments is   
  P.O. Box 2900 
available in the Fund’s annual and semiannual reports   
  Valley Forge, PA 19482-2900 
to shareholders. In the annual report, you will find a   
  Telephone: 866-499-8473 
discussion of the market conditions and investment   
strategies that significantly affected the Fund’s  Information Provided by the Securities and 
performance during its last fiscal year.  Exchange Commission (SEC) 
  Reports and other information about the Fund are 
Statement of Additional Information (SAI)  available in the EDGAR database on the SEC’s website 
The SAI provides more detailed information about the  at www.sec.gov, or you can receive copies of this 
Fund’s ETF Shares and is incorporated by reference  information, for a fee, by electronic request at the 
into (and thus legally a part of) this prospectus.  following email address: publicinfo@sec.gov. 
 
  Fund’s Investment Company Act file number: 811-02687 

 

© 2019 The Vanguard Group, Inc. All rights reserved.

U.S. Patent Nos. 6,879,964; 7,337,138; 7,720,749; 7,925,573; 8,090,646;

and 8,417,623.

Vanguard Marketing Corporation, Distributor.

P 4391 022019


Vanguard Tax-Exempt Bond Index Fund 
Prospectus 
 
February 26, 2019 
 
Investor Shares & Admiral™ Shares 
Vanguard Tax-Exempt Bond Index Fund Investor Shares (VTEBX) 
Vanguard Tax-Exempt Bond Index Fund Admiral Shares (VTEAX) 
 
 
 
 
This prospectus contains financial data for the Fund through the fiscal year ended October 31, 2018. 
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or 
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. 

 


 

Contents       
 
 
Fund Summary  1  Investing With Vanguard  26 
Investing in Index Funds  7  Purchasing Shares  26 
Investing in Tax-Exempt Funds  8  Converting Shares  29 
More on the Fund  9  Redeeming Shares  31 
The Fund and Vanguard  18  Exchanging Shares  35 
Investment Advisor  19  Frequent-Trading Limitations  35 
Dividends, Capital Gains, and Taxes  20  Other Rules You Should Know  37 
Share Price  22  Fund and Account Updates  42 
Financial Highlights  24  Contacting Vanguard  43 
    Additional Information  44 
    Glossary of Investment Terms  46 

 


 

Fund Summary

Investment Objective

The Fund seeks to track the performance of a benchmark index that measures the investment-grade segment of the U.S. municipal bond market.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees     
(Fees paid directly from your investment)     
  Investor Shares  Admiral Shares 
Sales Charge (Load) Imposed on Purchases  None  None 
Purchase Fee  0.25%  0.25% 
Sales Charge (Load) Imposed on Reinvested Dividends  None  None 
Redemption Fee  None  None 
Account Service Fee (for certain fund account balances below  $20/year  $20/year 
$10,000)     

 

Annual Fund Operating Expenses     
(Expenses that you pay each year as a percentage of the value of your investment)   
  Investor Shares  Admiral Shares 
Management Fees  0.12%  0.08% 
12b-1 Distribution Fee  None  None 
Other Expenses  0.05%  0.01% 
Total Annual Fund Operating Expenses  0.17%  0.09% 

 

1


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year  3 Years  5 Years  10 Years 
Investor Shares  $42  $80  $121  $242 
Admiral Shares  $34  $54  $76  $140 

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 22% of the average value of its portfolio.

Principal Investment Strategies

The Fund employs an indexing investment approach designed to track the Standard & Poor’s National AMT-Free Municipal Bond Index, which measures the performance of the investment-grade segment of the U.S. municipal bond market. This Index includes municipal bonds from issuers that are primarily state or local governments or agencies whose interest is exempt from U.S. federal income taxes and the federal alternative minimum tax (AMT). To be eligible for inclusion in the Index, each bond must have a rating of at least investment-grade, as determined by a nationally recognized statistical rating organization (NRSRO) (e.g., at least BBB– by Fitch Ratings, Inc.); be denominated in U.S. dollars; and have a minimum par amount of $25 million. In addition, to be included in the Index, each bond must have a minimum term to maturity greater than one calendar month.

The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Fund’s investments will be selected through the

2


 

sampling process, and at least 80% of the Fund’s assets will be invested in securities held in the Index. Under normal circumstances, at least 80% of the Fund’s assets will be invested in securities whose income will be exempt from federal income taxes and the federal AMT. The Fund maintains a dollar-weighted average maturity consistent with that of the Index. As of October 31, 2018, the dollar-weighted average maturity of the Index was 13.0 years.

Principal Risks

The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Fund’s performance:

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates.

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates.

Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund‘s income. Such redemptions and subsequent reinvestments would also increase the Fund‘s portfolio turnover rate.

Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall.

Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. In general, credit risk should be relatively low for the Fund because it invests primarily in bonds that are considered to be of high quality.

Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund is expected to be low to moderate.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Tax risk, which is the chance that all or a portion of the tax-exempt income from

municipal bonds held by the Fund will be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state or local tax authorities, or noncompliant conduct of a bond issuer.

3


 

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares (including annual fund operating expenses but excluding shareholder fees) has varied from one calendar year to another over the periods shown. If applicable shareholder fees were reflected, returns would be less than those shown in the bar chart. The table shows how the average annual total returns of the share classes presented (including annual fund operating expenses and any applicable shareholder fees) compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Tax-Exempt Bond Index Fund Investor Shares


During the periods shown in the bar chart, the highest return for a calendar quarter was 2.59% (quarter ended June 30, 2016), and the lowest return for a quarter was –3.52% (quarter ended December 31, 2016).

4


 

Average Annual Total Returns for Periods Ended December 31, 2018     
    Since 
    Inception 
    (Aug. 21, 
  1 Year  2015) 
Vanguard Tax-Exempt Bond Index Fund Investor Shares     
Return Before Taxes  0.56%  2.33% 
Return After Taxes on Distributions  0.56  2.33 
Return After Taxes on Distributions and Sale of Fund Shares  1.21  2.22 
S&P National AMT-Free Municipal Bond Index     
(reflects no deduction for fees, expenses, or taxes)  1.01%  2.55% 
    Since 
    Inception 
    (Aug. 25, 
  1 Year  2015) 
Vanguard Tax-Exempt Bond Index Fund Admiral Shares     
Return Before Taxes  0.69%  2.47% 
S&P National AMT-Free Municipal Bond Index     
(reflects no deduction for fees, expenses, or taxes)  1.01%  2.58% 

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor
The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

Adam M. Ferguson, CFA, Portfolio Manager at Vanguard. He has managed the Fund since its inception in 2015.

5


 

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. A majority of the income dividends that you receive from the Fund are expected to be exempt from federal income and alternative minimum taxes. However, a portion of the Fund’s distributions may be subject to federal income and alternative minimum taxes. Dividend and capital gains distributions that you receive may also be subject to state and local income taxes.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

6


 

Investing in Index Funds

What Is Indexing?

Indexing is an investment strategy for tracking the performance of a specified market benchmark, or “index.” An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire markets—such as the U.S. stock market or the U.S. bond market. Other indexes cover market segments—such as small-capitalization stocks or short-term bonds. One cannot invest directly in an index.

The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. Generally, the index sponsor does not provide any warranty, or accept any liability, with respect to the quality, accuracy, or completeness of either the target index or its related data. Errors made by the index sponsor may occur from time to time and Vanguard does not provide any warranty or guarantee against such errors. Therefore, the gains, losses, or costs associated with the index sponsor’s errors will generally be borne by the index fund and its shareholders.

An index fund seeks to hold all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.

Index funds typically have the following characteristics:

Variety of investments. Index funds generally invest in the securities of a variety of companies and industries.

Relative performance consistency. Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.

Low cost. Index funds are generally inexpensive to run compared with actively managed funds. They have low or no research costs and typically keep trading activity—and thus dealer markups and other transaction costs—to a minimum compared with actively managed funds.

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Investing in Tax-Exempt Funds

What Are Municipal Bond Funds?

Municipal bond funds invest primarily in interest-bearing securities issued by state and local governments and by other governmental authorities to support their needs or to finance public projects. A municipal bond—like a bond issued by a corporation or the U.S. government—obligates the issuer to pay the bondholder a fixed or variable amount of interest periodically and to repay the principal value of the bond on a specific maturity date. Unlike most other bonds, however, municipal bonds generally pay interest that is exempt from federal income taxes and, in some cases, from state and local taxes. For certain shareholders, the interest may be subject to the alternative minimum tax.

Taxable Versus Tax-Exempt Funds

Yields on tax-exempt bonds—such as some municipal bonds—are typically lower than those on taxable bonds, so investing in a tax-exempt fund makes sense only if you stand to save more in taxes than you would earn as additional income while invested in a taxable fund.

To determine whether a tax-exempt fund—such as Vanguard Tax-Exempt Bond Index Fund—makes sense for you, compute the tax-exempt fund’s taxable-equivalent yield. This figure enables you to take taxes into account when comparing your potential return on a tax-exempt fund with the potential return on a taxable fund.

To compute the taxable-equivalent yield, divide the tax-exempt fund’s yield by the difference between 100% and your federal tax bracket. For example, if you are in the 37% tax bracket and subject to the 3.8% Medicare tax, and can earn a tax-exempt yield of 5%, the taxable-equivalent yield would be 8.45% (5% divided by 59.2% [i.e.,100%–37%–3.8%]).

In this example, you would choose the tax-exempt fund if its taxable-equivalent yield of 8.45% were greater than the yield of a similar, though taxable, investment.

Remember that we have used an assumed tax bracket in this example. Actual taxable-equivalent yields depend on your individual tax situation. Make sure to verify your actual effective marginal rate before calculating taxable-equivalent yields of your own.

There is no guarantee that all of a tax-exempt fund’s income from its municipal bonds will remain exempt from federal, state, or local income taxes. Income from municipal bonds held by a fund could be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service (IRS) or state or local tax authorities, or noncompliant conduct of a bond issuer.

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More on the Fund

This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main principles of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance

for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.

Share Class Overview

This prospectus offers the Fund’s Investor Shares and Admiral Shares. The Fund also issues ETF Shares (an exchange-traded class of shares), which are offered through a separate prospectus.

All share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment returns will differ.

Plain Talk About Fund Expenses 
 
All mutual funds have operating expenses. These expenses, which are deducted 
from a fund’s gross income, are expressed as a percentage of the net assets of 
the fund. Assuming that operating expenses remain as stated in the Fees and 
Expenses section, Vanguard Tax-Exempt Bond Index Fund’s expense ratios would 
be as follows: for Investor Shares, 0.17%, or $1.70 per $1,000 of average net 
assets; for Admiral Shares, 0.09%, or $0.90 per $1,000 of average net assets. 
The average expense ratio for general municipal funds in 2017 was 0.86%, or 
$8.60 per $1,000 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 
 
Costs are an important consideration in choosing a mutual fund. That is because 
you, as a shareholder, pay a proportionate share of the costs of operating a fund 
and any transaction costs incurred when the fund buys or sells securities. These 
costs can erode a substantial portion of the gross income or the capital 
appreciation a fund achieves. Even seemingly small differences in expenses can, 
over time, have a dramatic effect on a fund‘s performance. 

 

The following sections explain the principal 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. The Fund’s policy of investing at least 80% of its assets in securities that are held in its target index may be changed only upon 60 days’ notice to shareholders.

Market Exposure

The Fund invests mainly in municipal bonds issued by state and local governments or agencies that provide tax-exempt income. As a result, the Fund is subject to certain risks.


The Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates.

Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.

To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the values of three noncallable bonds (i.e., bonds that cannot be redeemed by the issuer) of different maturities, each with a face value of $1,000.

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How Interest Rate Changes Affect the Value of a $1,000 Bond1     
  After a 1%  After a 1%  After a 2%  After a 2% 
Type of Bond (Maturity)  Increase  Decrease  Increase  Decrease 
Short-Term (2.5 years)  $977  $1,024  $954  $1,049 
Intermediate-Term (10 years)  922  1,086  851  1,180 
Long-Term (20 years)  874  1,150  769  1,328 
1 Assuming a 4% coupon rate.         

 

These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Fund in particular.

Plain Talk About Bonds and Interest Rates 
 
As a rule, when interest rates rise, bond prices fall. The opposite is also true: 
Bond prices go up when interest rates fall. Why do bond prices and interest rates 
move in opposite directions? Let’s assume that you hold a bond offering a 4% 
yield. A year later, interest rates are on the rise and bonds of comparable quality 
and maturity are offered with a 5% yield. With higher-yielding bonds available, 
you would have trouble selling your 4% bond for the price you paid—you would 
probably have to lower your asking price. On the other hand, if interest rates were 
falling and 3% bonds were being offered, you should be able to sell your 4% bond 
for more than you paid. 

 

Changes in interest rates can affect bond income as well as bond prices.


The Fund is subject to income risk, which is the chance that the Fund’s income will decline because of falling interest rates. A fund’s income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds.

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Plain Talk About Bond Maturities 
 
A bond is issued with a specific maturity date—the date when the issuer must pay 
back the bond’s principal (face value). Bond maturities range from less than 1 year 
to more than 30 years. Typically, the longer a bond’s maturity, the more price risk 
you, as a bond investor, will face as interest rates rise—but also the higher the 
potential yield you could receive. Longer-term bonds are more suitable for 
investors willing to take a greater risk of price fluctuations to get higher and more 
stable interest income. Shorter-term bond investors should be willing to accept 
lower yields and greater income variability in return for less fluctuation in the value 
of their investment. The stated maturity of a bond may differ from the effective 
maturity of a bond, which takes into consideration that an action such as a call or 
refunding may cause bonds to be repaid before their stated maturity dates. 

 

Although falling interest rates tend to strengthen bond prices, they can cause another problem for bond fund investors—bond calls.


The Fund is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate.

Call risk is generally low for short-term bonds, moderate for intermediate-term bonds, and higher for long-term bonds. The greater the call risk, the greater the chance for a decline in income and the potential for taxable capital gains.

Plain Talk About Callable Bonds 
 
Although bonds are issued with clearly defined maturities, in some cases the 
bond issuer has a right to call in (redeem) the bond earlier than its maturity date. 
When a bond is called, the bondholder must replace it with another bond that 
may have a lower yield than the original bond. One way for bond investors to 
protect themselves against call risk is to purchase a bond early in its lifetime, long 
before its call date. Another way is to buy bonds with lower coupon rates or 
interest rates, which make them less likely to be called. 

 

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The Fund is subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall.


The Fund is subject to credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. In general, credit risk should be relatively low for the Fund because it invests primarily in bonds that are considered to be of high quality.

Plain Talk About Credit Quality 
 
A bond’s credit quality rating is an assessment of the issuer’s ability to pay interest 
on the bond and, ultimately, to repay the principal. The lower the credit quality, the 
greater the perceived chance that the bond issuer will default, or fail to meet its 
payment obligations. All things being equal, the lower a bond’s credit quality, the 
higher its yield should be to compensate investors for assuming additional risk. 

 

The Fund tries to minimize credit risk by purchasing a wide selection of municipal securities. As a result, there is less chance that the Fund will be seriously affected by a particular bond issuer’s failure to pay either interest or principal.


The Fund is subject to liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Municipal securities are traded via a network among dealers and brokers that connect buyers with sellers. Liquidity in the tax-exempt bond market may be reduced as a result of overall economic conditions and credit tightening. There may be little trading in the secondary market for particular bonds and other debt securities, which may make them more difficult to value or sell.

Security Selection

Index sampling strategy. Because it would be very expensive and inefficient to buy and sell all bonds held in its target index—which is an indexing strategy called “replication”—the Fund uses index “sampling” techniques to select securities. Using sophisticated computer programs, the Fund’s advisor generally selects a representative sample of securities that approximates the full target index in terms of key risk factors and other characteristics. These factors include duration, cash flow, quality, and callability of the underlying bonds. In addition, the Fund keeps industry sector and subsector exposure within tight boundaries relative to its target index.

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Because the Fund does not hold all of the securities in its target index, some of the securities (and issuers) that are held will likely be overweighted (or underweighted) compared with the target index. The maximum overweight (or underweight) is constrained at the issuer level with the goal of producing well-diversified credit exposure in the portfolio. As of October 31, 2018, the number of bonds in the Fund’s target index and the number of bonds held by the Fund were 11,854 and 4,191 respectively.


The Fund is subject to index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund is expected to be low to moderate.

Other Investment Policies and Risks

The Fund will invest at least 80% of its assets in securities held in its target index. Up to 20% of the Fund’s assets may be used to purchase nonpublic, investment-grade securities, generally referred to as 144A securities, as well as smaller public issues or medium-term notes not included in the index because of the small size of the issue. We expect the vast majority of these securities will have characteristics similar to those in the target index. Subject to the same 20% limit, the Fund may also purchase other investments that are outside of its target index or may hold bonds that, when acquired, were included in the index but subsequently were removed. Some of these investments may generate taxable income, and thus the Fund may need to distribute income subject to federal personal income tax or the alternative minimum tax.

The Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Fund’s agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Fund’s board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.

The Fund may purchase tax-exempt securities on a “when-issued” basis. When investing in “when-issued” securities, the Fund agrees to buy the securities at a certain price on a certain date, even if the market price of the securities at the time of delivery is higher or lower than the agreed-upon purchase price.


The Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

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, or a reference rate. The Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent

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with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:

• Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.

• Add value when these instruments are attractively priced.

• Adjust sensitivity to changes in interest rates.

The Fund’s derivative investments may include fixed income futures contracts, fixed income options, interest rate swaps, total return swaps, credit default swaps, or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantial—in part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.

Plain Talk About Derivatives 
 
Derivatives can take many forms. Some forms of derivatives—such as exchange- 
traded futures and options on securities, commodities, or indexes—have been 
trading on regulated exchanges for decades. These types of derivatives are 
standardized contracts that can easily be bought and sold and whose market 
values are determined and published daily. On the other hand, non-exchange- 
traded derivatives—such as certain swap agreements—tend to be more 
specialized or complex and may be more difficult to accurately value. 

 

The Fund may invest a small portion of its assets in fixed income futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These fixed income futures and ETFs typically provide returns similar to those of the bonds listed in the index, or in a subset of the index, the Fund seeks to track. The Fund may purchase futures or ETFs when doing so will reduce the Fund‘s transaction costs, facilitate cash management, mitigate risk, or have the potential to 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 Vanguard Market Liquidity Fund and/or Vanguard Municipal Cash Management Fund (each, a CMT Fund), which are low-cost money market funds. When investing in a CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard

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receives no additional revenue from Fund assets invested in a CMT Fund. Investment in a CMT Fund may generate taxable income for the Fund and potentially may require the Fund to distribute income subject to federal personal income tax or the alternative minimum tax.

Methods Used to Meet Redemption Requests

Under normal circumstances, the Fund typically expects to meet redemptions with positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the Fund’s holdings to meet redemptions, while also factoring in transaction costs. Additionally, the Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see “Potentially disruptive redemptions” under Redeeming Shares in the Investing With Vanguard section.

Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investor’s transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days; see “Emergency circumstances” under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.

Temporary Investment Measures

The Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Fund‘s best interest, so long as the strategy or policy employed 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 investment objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately. By temporarily departing from its normal investment policies, the Fund may distribute income subject to federal personal income tax or the alternative minimum tax and may otherwise fail to meet its objective.

Purchase Fees

The Fund charges a purchase fee of 0.25% on all share purchases, including shares purchased by exchange from another Vanguard fund.

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Unlike a sales charge or a load paid to a broker or a fund management company, the purchase fee is paid directly to the Fund to offset the costs of buying securities.

See Investing With Vanguard for more information about fees.

Frequent Trading or Market-Timing

Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the fund’s shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, 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 Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities 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 ETF Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:

• Each Vanguard fund reserves the right to reject any purchase 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 prohibits, except as otherwise noted in the Investing With Vanguard section, an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account.

• Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.

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See the Investing With Vanguard section of this prospectus for further details on Vanguard’s transaction policies.

Each Vanguard fund (other than retail and government 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. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index or in an effort to manage the fund’s duration. 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.

Plain Talk About Turnover Rate 
 
Before investing in a mutual fund, you should review its turnover rate. This rate 
gives an indication of how transaction costs, which are not included in the fund’s 
expense ratio, could affect the fund’s future returns. In general, the greater the 
volume of buying and selling by the fund, the greater the impact that dealer 
markups and other transaction costs will have on its return. Also, funds with high 
turnover rates may be more likely to generate capital gains, including short-term 
capital gains, that must be distributed to shareholders and will be taxable to 
shareholders investing through a taxable account. 

 

The Fund and Vanguard

The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.

Vanguard Marketing Corporation provides marketing services to the funds. Although fund 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 
 
The Vanguard Group is owned jointly by the funds it oversees and thus indirectly 
by the shareholders in those funds. Most other mutual funds are operated by 
management companies that are owned by third parties—either public or private 
stockholders—and not by the funds they serve. 

 

Investment Advisor

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 Fixed Income Group. As of October 31, 2018, Vanguard served as advisor for approximately $4 trillion in assets. Vanguard provides investment advisory services to the Fund pursuant to the Funds’ Service Agreement and subject to the supervision and oversight of the trustees and officers of the Fund.

For the fiscal year ended October 31, 2018, the advisory expenses represented an effective annual rate of 0.01% of the Fund’s average net assets.

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 with a third-party investment advisor or hire a new third-party 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, Vanguard may provide investment advisory services to the Fund 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. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If the exemption is granted, the Fund may rely on the new SEC relief.

For a discussion of why the board of trustees approved the Fund’s investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended April 30.

The manager primarily responsible for the day-to-day management of the Fund is:

Adam M. Ferguson, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2004, has worked in investment management since 2008, and has managed the Fund since its inception in 2015. Education: B.S., Wilmington University; M.B.A., Drexel University.

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The Statement of Additional Information provides information about the portfolio manager’s compensation, other accounts under management, and ownership of shares of the Fund.

Dividends, Capital Gains, and Taxes

Fund Distributions

The Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Income dividends generally are declared monthly and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year. You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund.

Plain Talk About Distributions 
 
As a shareholder, you are entitled to your portion of a fund’s income from interest 
as well as capital gains from the fund’s sale of investments. Income consists of 
interest the fund earns from its money market and bond investments. The 
portion of such dividends that is exempt from federal income tax will be 
designated as “exempt-interest dividends.” 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. 

 

Basic Tax Points

Investors should be aware of the following basic federal income tax points about tax-exempt mutual funds:

A majority of the income dividends that you receive are expected to be exempt from federal and alternative minimum taxes.

• Distributions of capital gains and any investment income that is not exempt from federal income tax are taxable to you whether or not you reinvest these amounts in additional Fund shares.

• Distributions declared in December—if paid to you by the end of January—are taxable as if received in December.

• Any short-term capital gains distribution that you receive is taxable to you as ordinary income.

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• Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.

• Capital gains distributions may vary considerably from year to year as a result of the Fund‘s normal investment activities and cash flows.

• Exempt-interest dividends from a tax-exempt fund are taken into account in determining the taxable portion of any Social Security or railroad retirement benefits that you receive.

• Income paid from tax-exempt bonds whose proceeds are used to fund private, for-profit organizations may be subject to the federal alternative minimum tax.

• A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you

complete your tax return.

• Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.

• Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.

Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on “net investment income.” Net investment income takes into account distributions paid by the Fund (except exempt-interest dividends) and capital gains from any sale or exchange of Fund shares.

Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.

Income dividends from interest earned on municipal securities of a state or its political subdivisions are generally exempt from that state’s income taxes. Almost all states, however, tax interest earned on municipal securities of other states. Vanguard (or your intermediary) will annually provide you with information to help report your earnings by state from the Fund on your annual tax returns.

This prospectus provides general tax information only. Please consult your tax advisor for detailed information about any tax consequences for you.

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General Information

Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:

• Provide your correct taxpayer identification number.

• Certify that the taxpayer identification number is correct.

• Confirm that you are not subject to backup withholding.

Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so. The backup withholding rules may also apply to distributions that are designated as exempt-interest dividends.

Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. investors page on our website at vanguard.com for information on Vanguard’s non-U.S. products.

Invalid addresses. If an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.

Share Price

Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguard’s discretion), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares.

Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or 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).

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The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.

A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.

Vanguard fund share prices are published daily on our website at vanguard.com/prices.

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Financial Highlights

The following financial highlights tables are intended to help you understand the Fund’s financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). 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.

Tax-Exempt Bond Index Fund Investor Shares         
        Aug. 21, 
        20151 to 
  Year Ended October 31,   
        Oct. 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015 
Net Asset Value, Beginning of Period  $10.32  $10.33  $10.05  $10.00 
Investment Operations         
Net Investment Income  .2232  .1972  .149  .034 
Net Realized and Unrealized Gain (Loss) on Investments3  (.317)  (.019)  .280  .048 
Total from Investment Operations  (.094)  .178  .429  .082 
Distributions         
Dividends from Net Investment Income  (.216)  (.188)  (.149)  (.032) 
Distributions from Realized Capital Gains         
Total Distributions  (.216)  (.188)  (.149)  (.032) 
Net Asset Value, End of Period  $10.01  $10.32  $10.33  $10.05 
Total Return4  –0.93%  1.76%  4.28%  0.82% 
Ratios/Supplemental Data         
Net Assets, End of Period (Millions)  $5  $4  $2  $5 
Ratio of Total Expenses to Average Net Assets  0.17%  0.19%  0.19%  0.20%5 
Ratio of Net Investment Income to Average Net Assets  2.19%  1.94%  1.61%  1.88%5 
Portfolio Turnover Rate6  22%  18%  8%  1% 
1 Inception.         
2 Calculated based on average shares outstanding.         
3 Includes increases from purchase fees of $0.00, $0.01, $0.00, and $0.06.         
4 Total returns do not include transaction or account service fees that may have applied in the periods shown.   
5 Annualized.         
6 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s 
capital shares, including ETF Creation Units.         

 

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Tax-Exempt Bond Index Fund Admiral Shares         
        Aug. 25, 
        20151 to 
  Year Ended October 31,   
        Oct. 31, 
For a Share Outstanding Throughout Each Period  2018  2017  2016  2015 
Net Asset Value, Beginning of Period  $20.63  $20.65  $20.10  $19.98 
Investment Operations         
Net Investment Income  .4612  .4152  .324  .066 
Net Realized and Unrealized Gain (Loss) on Investments3  (.633)  (.039)  .550  .120 
Total from Investment Operations  (.172)  .376  .874  .186 
Distributions         
Dividends from Net Investment Income  (.448)  (.396)  (.324)  (.066) 
Distributions from Realized Capital Gains         
Total Distributions  (.448)  (.396)  (.324)  (.066) 
Net Asset Value, End of Period  $20.01  $20.63  $20.65  $20.10 
Total Return4  –0.84%  1.86%  4.36%  0.93% 
Ratios/Supplemental Data         
Net Assets, End of Period (Millions)  $200  $134  $69  $7 
Ratio of Total Expenses to Average Net Assets  0.09%  0.09%  0.09%  0.12%5 
Ratio of Net Investment Income to Average Net Assets  2.27%  2.04%  1.71%  1.96%5 
Portfolio Turnover Rate6  22%  18%  8%  1% 
1 Inception.         
2 Calculated based on average shares outstanding.         
3 Includes increases from purchase fees of $0.00, $0.01, $0.01, and $0.00.         
4 Total returns do not include transaction or account service fees that may have applied in the periods shown.   
5 Annualized.         
6 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s 
capital shares, including ETF Creation Units.         

 

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Investing With Vanguard

This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held in a brokerage account through Vanguard Brokerage Services®), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See

Contacting Vanguard.

For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate “fund account.” For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accounts—and this is true even if you hold the same fund in multiple accounts. Note that each reference to “you” in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.

Purchasing Shares

Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.

Investment minimums may differ for certain categories of investors.

Account Minimums for Investor Shares To open and maintain an account. $3,000.

To add to an existing account. Generally $1.

Account Minimums for Admiral Shares

To open and maintain an account. $3,000. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

To add to an existing account. Generally $1.

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How to Initiate a Purchase Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.

Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See

Contacting Vanguard.

By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement) or with a deposit slip (available online). For a list of Vanguard addresses, see Contacting Vanguard.

How to Pay for a Purchase

By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.

By check. You may make initial or additional purchases to your fund account by sending a check with a deposit slip or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguard—xx). For a list of Fund numbers (for share classes in this prospectus), see Additional Information.

By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail with an exchange form. See Exchanging Shares.

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Trade Date

The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.

For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.

For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business day’s trade date.

If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should Know—Good Order.

For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.

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Purchase Fee

The Fund charges a purchase fee of 0.25% on all share purchases, including shares purchased by exchange from another Vanguard fund. The purchase fee is deducted from the amount of each new purchase and is paid directly to the Fund to offset the cost of buying securities.

Purchase fees will not apply to Vanguard fund account purchases in the following circumstances: (1) purchases of shares through reinvested dividends or capital gains distributions; (2) share transfers, rollovers, or reregistrations within the same fund; (3) conversions of shares from one share class to another in the same fund; (4) purchases in kind; and (5) share rollovers to an IRA within the same Vanguard fund for plans in which Vanguard serves as a recordkeeper.

Other Purchase Rules You Should Know

Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.

Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank and be accompanied by good order instructions. Vanguard does not accept cash, traveler’s checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.

New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.

Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a fund’s operation or performance.

Large purchases. Call Vanguard before attempting to invest a large dollar amount.

No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.

Converting Shares

When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other

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words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.

Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.

A conversion between share classes of the same fund is a nontaxable event.

Trade Date

The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For a conversion request (other than a request to convert to ETF Shares) received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.

Conversions From Investor Shares to Admiral Shares

Self-directed conversions. You may ask Vanguard to convert your Investor Shares to Admiral Shares at any time. You may request a conversion through our website (if you are registered for online access), by telephone, or by mail. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. See Contacting Vanguard. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Conversions to ETF Shares

Owners of conventional shares (i.e., not exchange-traded shares) issued by the Fund may convert those shares to ETF Shares of equivalent value of the same fund. Please note that investors who own conventional shares through a 401(k) plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or purchased on the secondary market, cannot be converted to conventional shares by a shareholder. Also, ETF Shares of one fund cannot be exchanged for ETF Shares of another fund.

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ETF Shares must be held in a brokerage account. Thus, before converting conventional shares to ETF Shares, you must have an existing, or open a new, brokerage account. This account may be with Vanguard Brokerage Services or with any other brokerage firm.

Vanguard Brokerage Services does not impose a fee on conversions from conventional shares to Vanguard ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in the future, to impose a transaction fee on conversions or to limit, temporarily suspend, or terminate the conversion privilege. For additional information on converting conventional shares to ETF Shares, please contact Vanguard to obtain a prospectus for ETF Shares. See

Contacting Vanguard.

Mandatory Conversions to Another Share Class

If an account no longer meets the balance requirements for a share class, Vanguard may automatically convert the shares in the account to another share class, as appropriate. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.

Redeeming Shares

How to Initiate a Redemption Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.

Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.

By mail. You may send a form (available online) to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.

By writing a check. If you have established the checkwriting service on your account, you can redeem shares by writing a check for $250 or more.

How to Receive Redemption Proceeds

By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on

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your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form.

Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds and is paid directly to the fund in which you invest. For example, if you redeem $100 via a wire, you will receive the full $100, and the $10 fee will be assessed to your fund account with an additional redemption of fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the amount of the fee. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.

By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.

By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.

Trade Date

The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

• Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds

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generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.

• Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.

For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business day’s trade date.

For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should Know—Good Order.

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If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by the Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see “Potentially disruptive redemptions” and “Emergency circumstances.”

For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.

Other Redemption Rules You Should Know

Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.

Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kind—that is, in the form of securities—if we reasonably believe that a cash redemption would negatively affect the fund’s operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguard’s policies to limit frequent trading.

Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.

Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing (using a form available online) at any time. Confirmations of address changes are sent to both the old and new addresses.

Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.

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No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.

Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.

Exchanging Shares

An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.

If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should Know—Good Order for additional information on all transaction requests.

Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.

Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.

Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.

Frequent-Trading Limitations

Because excessive transactions can disrupt management of a fund and increase the fund’s costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.

For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.

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These frequent-trading limitations do not apply to the following:

• Purchases of shares with reinvested dividend or capital gains distributions.

• Transactions through Vanguard’s Automatic Investment Plan, Automatic Exchange Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.

• Discretionary transactions through Vanguard Personal Advisor Services® and Vanguard Institutional Advisory Services®.

• Redemptions of shares to pay fund or account fees.

• Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).

• Transfers and reregistrations of shares within the same fund.

• Purchases of shares by asset transfer or direct rollover.

• Conversions of shares from one share class to another in the same fund.

• Checkwriting redemptions.

• Section 529 college savings plans.

• Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguard’s funds of funds are subject to the limitations.)

For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:

• Purchases of shares with participant payroll or employer contributions or loan repayments.

• Purchases of shares with reinvested dividend or capital gains distributions.

• Distributions, loans, and in-service withdrawals from a plan.

• Redemptions of shares as part of a plan termination or at the direction of the plan.

• Transactions executed through the Vanguard Managed Account Program.

• Redemptions of shares to pay fund or account fees.

• Share or asset transfers or rollovers.

• Reregistrations of shares.

• Conversions of shares from one share class to another in the same fund.

• Exchange requests submitted by written request to Vanguard. (Exchange requests submitted by fax, if otherwise permitted, are subject to the limitations.)

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* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.

Accounts Held by Institutions (Other Than Defined Contribution Plans)

Vanguard will systematically monitor for frequent trading in institutional clients’ accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a client’s accounts the 30-day policy previously described, prohibiting a client’s purchases of fund shares, and/or revoking the client’s exchange privilege.

Accounts Held by Intermediaries

When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediary’s clients. Intermediaries also may monitor their clients’ trading activities with respect to Vanguard funds.

For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firm’s materials carefully to learn of any other rules or fees that may apply.

Other Rules You Should Know

Prospectus and Shareholder Report Mailings

When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.

37


 

Vanguard.com

Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.

Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under “Account Maintenance.” You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.

Telephone Transactions

Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.

Tele-Account®. To obtain fund and account information through Vanguard’s automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.

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.

Good Order

We reserve the right to reject any transaction instructions that are not in “good order.” Good order generally means that your instructions:

• Are provided by the person(s) authorized in accordance with Vanguard’s policies and procedures to access the account and request transactions.

• Include the fund name and account number.

• Include the amount of the transaction (stated in dollars, shares, or percentage).

Written instructions also must generally be provided on a Vanguard form and include:

Signature(s) and date from the authorized person(s).

38


 

• Signature guarantees or notarized signatures, if required for the type of transaction.

(Call Vanguard for specific requirements.)

• Any supporting documentation that may be required.

Good order requirements may vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Vanguard reserves the right, without notice, to revise the requirements for good order.

Future Trade-Date Requests

Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and

Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.

Accounts With More Than One Owner

If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.

Responsibility for Fraud

Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.

Uncashed Checks

Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the state’s abandoned property law.

Dormant Accounts

If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the state’s abandoned property law, subject to potential federal or state withholding taxes.

39


 

Unusual Circumstances

If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request on a Vanguard form by regular or express mail. See Contacting Vanguard for addresses.

Investing With Vanguard Through Other Firms

You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms. You may be required to pay a commission on purchases of mutual fund shares made through a financial intermediary.

Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.

Account Service Fee

Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.

If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.

The account service fee also does not apply to the following:

• Money market sweep accounts owned in connection with a Vanguard Brokerage Services account.*

• Accounts held through intermediaries.*

• Accounts held by institutional clients.

• Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.

Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services®. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard

40


 

mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a household’s eligibility.

• Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.

• Section 529 college savings plans.

* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.

** The following Vanguard fund accounts have alternative fee structures: SIMPLE

IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.

Low-Balance Accounts

The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.

Right to Change Policies

In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversions, 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 shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owner’s 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 in the best interest of a fund.

41


 

Share Classes

Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.

Fund and Account Updates

Confirmation Statements

We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.

Portfolio Summaries

We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.

Tax Information Statements

For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.

42


 

Annual and Semiannual Reports

We will send (or provide through our website, whichever you prefer) reports about Vanguard Tax-Exempt Bond Index Fund twice a year, in June and December. These reports include overviews of the financial markets and provide the following specific Fund information:

• Performance assessments and comparisons with industry benchmarks.

• Financial statements with listings of Fund holdings.

Portfolio Holdings

Please consult the Fund‘s Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Fund’s portfolio holdings.

Contacting Vanguard   
 
 
Web   
Vanguard.com  For the most complete source of Vanguard news 
  For fund, account, and service information 
  For most account transactions 
  For literature requests 
  24 hours a day, 7 days a week 
 
Phone   
Vanguard Tele-Account® 800-662-6273  For automated fund and account information 
  Toll-free, 24 hours a day, 7 days a week 
Investor Information 800-662-7447  For fund and service information 
(Text telephone for people with hearing  For literature requests 
impairment at 800-749-7273)   
Client Services 800-662-2739  For account information 
(Text telephone for people with hearing  For most account transactions 
impairment at 800-749-7273)   
Institutional Division  For information and services for large institutional investors 
888-809-8102   
Financial Advisor and Intermediary  For information and services for financial intermediaries 
Sales Support 800-997-2798  including financial advisors, broker-dealers, trust institutions, 
  and insurance companies 
Financial Advisory and Intermediary  For account information and trading support for financial 
Trading Support 800-669-0498  intermediaries including financial advisors, broker-dealers, 
  trust institutions, and insurance companies 

 

43


 

Vanguard Addresses

Please be sure to use the correct address and the correct form. Use of an incorrect address or form could delay the processing of your transaction.

Regular Mail (Individuals)    The Vanguard Group     
    P.O. Box 1110     
    Valley Forge, PA 19482-1110   
Regular Mail (Institutions and Intermediaries)  The Vanguard Group     
    P.O. Box 2900     
    Valley Forge, PA 19482-2900   
Registered, Express, or Overnight Mail    The Vanguard Group     
    455 Devon Park Drive     
    Wayne, PA 19087-1815     
 
 
Additional Information           
 
 
  Inception  Newspaper  Vanguard  CUSIP 
    Date  Abbreviation  Fund Number  Number 
Tax-Exempt Bond Index Fund           
Investor Shares  8/21/2015  TEBdIdxInv  1491  922907761 
Admiral Shares  8/25/2015  TEBdIdxAdm  591  922907753 

 

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CFA® is a registered trademark owned by CFA Institute.

The “S&P National AMT-Free Municipal Bond Index” (the “Index”) is a product of S&P Dow Jones Indices LLC (“SPDJI”), and has been licensed for use by Vanguard. Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); S&P® and S&P 500® are trademarks of S&P; and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Vanguard. The Tax-Exempt Bond Index Fund is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices make no representation or warranty, express or implied, to the owners of the Tax-Exempt Bond Index Fund or any member of the public regarding the advisability of investing in securities generally or in the Tax-Exempt Bond Index Fund particularly or the ability of the S&P National AMT-Free Municipal Bond Index to track general market performance. S&P Dow Jones Indices’ only relationship to Vanguard with respect to the S&P National AMT-Free Municipal Bond Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P National AMT-Free Municipal Bond Index is determined, composed and calculated by S&P Dow Jones Indices without regard to Vanguard or the Tax-Exempt Bond Index Fund. S&P Dow Jones Indices have no obligation to take the needs of Vanguard or the owners of the Tax-Exempt Bond Index Fund into consideration in determining, composing or calculating the S&P National AMT-Free Municipal Bond Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of the Tax-Exempt Bond Index Fund or the timing of the issuance or sale of the Tax-Exempt Bond Index Fund or in the determination or calculation of the equation by which the Tax-Exempt Bond Index Fund is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of the Tax-Exempt Bond Index Fund. There is no assurance that investment products based on the S&P National AMT-Free Municipal Bond Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY VANGUARD, OWNERS OF THE TAX-EXEMPT BOND INDEX FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND VANGUARD, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

45


 

Glossary of Investment Terms

Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.

Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a fund’s share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bond’s maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.

Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.

Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.

Dividend Distributions. Payments to mutual fund shareholders of income from interest or dividends generated by a fund’s investments.

Duration. A measure of the sensitivity of bond—and bond fund—prices to interest rate movements. For example, if a bond has a duration of two years, its price would fall by approximately 2% when interest rates rise by 1%. On the other hand, the bond’s price would rise by approximately 2% when interest rates fall by 1%.

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.

Face Value. The amount to be paid at a bond’s maturity; also known as the par value or principal.

Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.

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.

Indexing. A low-cost investment strategy in which a mutual fund attempts to track—rather than outperform—a specified market benchmark, or “index.”

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Investment-Grade Bond. A debt security whose credit quality is considered by independent bond rating agencies, or through independent analysis conducted by a fund’s advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.

Joint Committed Credit Facility. The Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each Vanguard fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the Fund‘s board of trustees and renegotiation with the lender syndicate on an annual basis.

Municipal Bond. A bond issued by a state or local government or by other governmental authorities. Interest income from municipal bonds, and therefore dividend income from municipal bond funds, is generally free from federal income taxes and generally exempt from taxes in the state in which the bonds were issued.

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.

New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time.

Par. The amount to be paid at a bond’s maturity; also known as the face value.

Principal. The face value of a debt instrument or the amount of money put into an investment.

Securities. Stocks, bonds, money market instruments, and other investments.

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.

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P.O. Box 2600

Valley Forge, PA 19482-2600

Connect with Vanguard® > vanguard.com   
 
 
 
For More Information  If you are a current Vanguard shareholder and would 
If you would like more information about Vanguard  like information about your account, account 
Tax-Exempt Bond Index Fund, the following documents  transactions, and/or account statements, please call: 
are available free upon request:   
  Client Services Department 
Annual/Semiannual Reports to Shareholders  Telephone: 800-662-2739 
Additional information about the Fund’s investments is  Text telephone for people with hearing impairment: 
available in the Fund’s annual and semiannual reports  800-749-7273 
to shareholders. In the annual report, you will find a  Information Provided by the Securities and 
discussion of the market conditions and investment  Exchange Commission (SEC) 
strategies that significantly affected the Fund’s  Reports and other information about the Fund are 
performance during its last fiscal year.  available in the EDGAR database on the SEC’s website at 
  www.sec.gov, or you can receive copies of this 
Statement of Additional Information (SAI)   
  information, for a fee, by electronic request at the 
The SAI provides more detailed information about the   
  following email address: publicinfo@sec.gov. 
Fund and is incorporated by reference into (and thus   
legally a part of) this prospectus.  Fund’s Investment Company Act file number: 811-02687 
 
To receive a free copy of the latest annual or semiannual   
report or the SAI, or to request additional information   
about the Fund or other Vanguard funds, please visit   
vanguard.com or contact us as follows:   
 
The Vanguard Group   
Investor Information Department   
P.O. Box 2600   
Valley Forge, PA 19482-2600   
Telephone: 800-662-7447   
Text telephone for people with hearing impairment:   
800-749-7273   

 

© 2019 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.

P 1491 022019


PART B

VANGUARD® MUNICIPAL BOND FUNDS

STATEMENT OF ADDITIONAL INFORMATION

February 26, 2019

This Statement of Additional Information is not a prospectus but should be read in conjunction with a Fund’s current prospectus (dated February 26, 2019). To obtain, without charge, a prospectus or the most recent Annual Report to Shareholders, which contains the Fund’s financial statements as hereby incorporated by reference, please contact The Vanguard Group, Inc. (Vanguard).

Phone: Investor Information Department at 800-662-7447 Online: vanguard.com

TABLE OF CONTENTS
Description of the Trust  B-1 
Fundamental Policies  B-3 
Investment Strategies, Risks, and Nonfundamental Policies  B-4 
Share Price  B-21 
Purchase and Redemption of Shares  B-22 
Management of the Funds  B-23 
Investment Advisory and Other Services  B-40 
Portfolio Transactions  B-41 
Vanguard’s Proxy Voting Guidelines  B-43 
Information About the ETF Share Class  B-48 
Financial Statements  B-56 
Description of Municipal Bond Ratings  B-57 

 

DESCRIPTION OF THE TRUST

Vanguard Municipal Bond Funds (the Trust) currently offers the following funds and share classes (identified by ticker symbol):

    Share Classes1   
Fund2  Investor  Admiral  ETF 
Vanguard Municipal Money Market Fund  VMSXX     
Vanguard Short-Term Tax-Exempt Fund  VWSTX  VWSUX   
Vanguard Limited-Term Tax-Exempt Fund  VMLTX  VMLUX   
Vanguard Intermediate-Term Tax-Exempt Fund  VWITX  VWIUX   
Vanguard Long-Term Tax-Exempt Fund  VWLTX  VWLUX   
Vanguard High-Yield Tax-Exempt Fund  VWAHX  VWALX   
Vanguard Tax-Exempt Bond Index Fund  VTEBX  VTEAX  VTEB 
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.

Throughout this document, any references to “class” apply only to the extent a Fund issues multiple classes.

Organization

The Trust was organized as Warwick Tax-Exempt Bond Fund, Inc., a Maryland corporation, in 1976. It was reorganized as a Pennsylvania business trust in 1984 and then was reorganized as a Maryland corporation in 1985. It was finally reorganized

B-1


 

as a Delaware statutory trust in 1998. Prior to its reorganization as a Delaware statutory trust, the Trust was known as Vanguard Municipal Bond Fund, Inc. The Trust is registered with the United States Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. All Funds within the Trust are classified as diversified within the meaning of the 1940 Act.

Service Providers

Custodian. State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111, 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 1800, 2001 Market Street, Philadelphia, PA 19103-7042, serves as the Funds‘ independent registered public accounting firm. The independent registered public accounting firm audits the Funds‘ annual financial statements and provides other related services.

Transfer and Dividend-Paying Agent. The Funds‘ transfer agent and dividend-paying agent is Vanguard, P.O. Box 2600, Valley Forge, PA 19482.

Characteristics of the Funds’ Shares

Restrictions on Holding or Disposing of Shares. There are no restrictions on the right of shareholders to retain or dispose of a Fund’s shares, other than those described in the Fund’s 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 Fund’s debts. Some state courts, however, may not apply Delaware law on this point. We believe that the possibility of such a situation arising is remote.

Dividend Rights. The shareholders of each class of a Fund are entitled to receive any dividends or other distributions declared by the Fund for each such class. No shares of a Fund have priority or preference over any other shares of the Fund with respect to distributions. Distributions will be made from the assets of the Fund and will be paid ratably to all shareholders of a particular class according to the number of shares of the class held by shareholders on the record date. The amount of dividends per share may vary between separate share classes of the Fund based upon differences in the net asset values of the different classes and differences in the way that expenses are allocated between share classes pursuant to a multiple class plan approved by the Fund’s 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 Fund’s net assets, to change any fundamental policy of a Fund (please see Fundamental Policies), 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 by the shareholders.

Liquidation Rights. In the event that a Fund is liquidated, shareholders will be entitled to receive a pro rata share of the Fund’s net assets. In the event that a class of shares is liquidated, shareholders of that class will be entitled to receive a

B-2


 

pro rata share of the Fund’s net assets that are allocated to that class. Shareholders may receive cash, securities, or a combination of the two.

Preemptive Rights. There are no preemptive rights associated with the Funds‘ shares.

Conversion Rights. Shareholders of each Fund (other than Vanguard Municipal Money Market Fund) may convert their shares into another class of shares of the same Fund upon the satisfaction of any then-applicable eligibility requirements as described in the Fund’s current prospectus. ETF Shares cannot be converted into conventional shares of a Fund by a shareholder. For additional information about the conversion rights applicable to ETF Shares, please see Information About the ETF Share Class. There are no conversion rights associated with the Municipal Money Market Fund.

Redemption Provisions. Each Fund’s redemption provisions are described in its current prospectus and elsewhere in this Statement of Additional Information.

Sinking Fund Provisions. The Funds have no sinking fund provisions.

Calls or Assessment. Each Fund’s 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 relating to the source of its income and the diversification of its assets. 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, and/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.

Each Fund may declare a capital gain dividend consisting of the excess (if any) of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforwards of the Fund. For Fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. A Fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010, before using capital losses arising in fiscal years beginning prior to December 22, 2010.

FUNDAMENTAL POLICIES

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 Fund’s shares. For these purposes, a “majority” of shares means shares representing the lesser of (1) 67% or more of the Fund’s net assets voted, so long as shares representing more than 50% of the Fund’s net assets are present or represented by proxy or (2) more than 50% of the Fund’s net assets.

80% Policy. Each Fund will invest at least 80% of its assets in tax-exempt securities under normal market conditions. For purposes of these 80% policies, assets include net assets and borrowings for investment purposes.

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. Each Fund (other than Vanguard Tax-Exempt Bond Index Fund) may not purchase securities of any issuer if, as a result, more than 5% of the Fund’s total assets would be invested in that issuer’s securities. This limitation does not apply to obligations of the U.S. government or its agencies or instrumentalities or any municipal bond guaranteed by the U.S. government. Vanguard Municipal Money Market Fund may, however, invest in a single issuer as permitted by

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the SEC (which currently permits a money market fund to invest up to 25% of its total assets in the highest quality securities of a single issuer for a period of up to three business days).

With respect to 75% of its total assets, Vanguard Tax-Exempt Bond Index Fund may not (1) purchase more than 10% of the outstanding voting securities of any one issuer or (2) purchase securities of any issuer if, as a result, more than 5% of the Fund’s total assets would be invested in that issuer’s securities. This limitation does not apply to obligations of the U.S. government or its agencies or instrumentalities.

Industry Concentration. Each Fund (other than Vanguard Municipal Money Market Fund) will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry.

Vanguard Municipal Money Market Fund will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry, except that the Fund reserves the right to concentrate its investments in government securities, as defined in the 1940 Act, and certificates of deposit and bankers’ acceptances issued by domestic banks (which may include U.S. branches of non-U.S. banks).

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 issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 (the 1933 Act), in connection with the purchase and sale of portfolio securities.

Compliance with the fundamental policies previously described is generally measured at the time the securities are purchased. Unless otherwise required by the 1940 Act (as is the case with borrowing), if a percentage restriction is adhered to at the time the investment is made, a later change in percentage resulting from a change in the market value of assets will not constitute a violation of such restriction. All fundamental policies must comply with applicable regulatory requirements. For more details, see Investment Strategies, Risks, and Nonfundamental Policies.

None of these policies prevent the Funds from having an ownership interest in Vanguard. As a part owner of Vanguard, each Fund may own securities issued by Vanguard, make loans to Vanguard, and contribute to Vanguard’s costs or other financial requirements. See Management of the Funds for more information.

INVESTMENT STRATEGIES, RISKS, AND NONFUNDAMENTAL POLICIES

Some of the investment strategies and policies described on the following pages and in each Fund’s prospectus set forth percentage limitations on a Fund’s investment in, or holdings of, certain securities or other assets. Unless otherwise required by law, compliance with these 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 Fund’s investment strategies and policies.

The following investment strategies, risks, and policies supplement each Fund’s investment strategies, risks, 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 fund’s ability to borrow money is limited by its investment policies and limitations, by the 1940 Act, and by applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a fund is required to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the fund’s total assets (at the time of borrowing) made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the

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fund’s total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or for other reasons, a fund may be required to sell some of its portfolio holdings within three days (excluding Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.

Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a fund’s portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities purchased with the proceeds of such borrowing. A fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.

The SEC takes the position that transactions that have a leveraging effect on the capital structure of a fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the fund for purposes of the 1940 Act. These transactions can include buying and selling certain derivatives (such as futures contracts); selling (or writing) put and call options; engaging in sale-buybacks; entering into firm-commitment and standby-commitment agreements; engaging in when-issued, delayed-delivery, or forward-commitment transactions; and participating in other similar trading practices (additional discussion about a number of these transactions can be found on the following pages). A borrowing transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund maintains an offsetting financial position; segregates liquid assets (with such liquidity determined by the advisor in accordance with procedures established by the board of trustees) equal (as determined on a daily mark-to-market basis) in value to the fund’s 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 for other purposes.

Cybersecurity Risks. The increased use of technology to conduct business could subject a fund and its third-party service providers (including, but not limited to, investment advisors and custodians) to risks associated with cybersecurity. In general, a cybersecurity incident can occur as a result of a deliberate attack designed to gain unauthorized access to digital systems. If the attack is successful, an unauthorized person or persons could misappropriate assets or sensitive information, corrupt data, or cause operational disruption. A cybersecurity incident could also occur unintentionally if, for example, an authorized person inadvertently released proprietary or confidential information. Vanguard has developed robust technological safeguards and business continuity plans to prevent, or reduce the impact of, potential cybersecurity incidents. Additionally, Vanguard has a process for assessing the information security and/or cybersecurity programs implemented by a fund’s third-party service providers, which helps minimize the risk of potential incidents. Despite these measures, a cybersecurity incident still has the potential to disrupt business operations, which could negatively impact a fund and/or its shareholders. Some examples of negative impacts that could occur as a result of a cybersecurity incident include, but are not limited to, the following: a fund may be unable to calculate its net asset value (NAV), a fund’s shareholders may be unable to transact business, a fund may be unable to process transactions on behalf of its shareholders, or a fund may be unable to safeguard its data or the personal information of its shareholders.

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 risk, prepayment risk, extension risk, inflation risk, credit risk, liquidity risk, and (in the case of foreign securities) country risk and currency risk. The reorganization of an issuer under the federal bankruptcy laws or an out-of-court restructuring of an issuer’s capital structure may result in the issuer’s 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.

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Debt Securities—Commercial Paper. Commercial paper refers to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. It is usually sold on a discount basis and has a maturity at the time of issuance not exceeding 9 months. High-quality commercial paper typically has the following characteristics: (1) liquidity ratios are adequate to meet cash requirements; (2) long-term senior debt is also high credit quality; (3) the issuer has access to at least two additional channels of borrowing; (4) basic earnings and cash flow have an upward trend with allowance made for unusual circumstances; (5) typically, the issuer’s industry is well established and the issuer has a strong position within the industry; and (6) the reliability and quality of management are unquestioned. In assessing the credit quality of commercial paper issuers, the following factors may be considered: (1) evaluation of the management of the issuer, (2) economic evaluation of the issuer’s industry or industries and the appraisal of speculative-type risks that may be inherent in certain areas, (3) evaluation of the issuer’s products in relation to competition and customer acceptance, (4) liquidity, (5) amount and quality of long-term debt, (6) trend of earnings over a period of ten years, (7) financial strength of a parent company and the relationships that exist with the issuer, and (8) recognition by the management of obligations that may be present or may arise as a result of public-interest questions and preparations to meet such obligations. The short-term nature of a commercial paper investment makes it less susceptible to interest rate risk than longer-term fixed income securities because interest rate risk typically increases as maturity lengths increase. Additionally, an issuer may expect to repay commercial paper obligations at maturity from the proceeds of the issuance of new commercial paper. As a result, investment in commercial paper is subject to the risk the issuer cannot issue enough new commercial paper to satisfy its outstanding commercial paper payment obligations, also known as rollover risk. Commercial paper may suffer from reduced liquidity due to certain circumstances, in particular, during stressed markets. In addition, as with all fixed income securities, an issuer may default on its commercial paper obligation.

Variable-amount master-demand notes are demand obligations that permit the investment of fluctuating amounts at varying market rates of interest pursuant to an arrangement between the issuer and a commercial bank acting as agent for the payees of such notes, whereby both parties have the right to vary the amount of the outstanding indebtedness on the notes. Because variable-amount master-demand notes are direct lending arrangements between a lender and a borrower, it is not generally contemplated that such instruments will be traded, and there is no secondary market for these notes, although they are redeemable (and thus immediately repayable by the borrower) at face value, plus accrued interest, at any time. In connection with a fund’s investment in variable-amount master-demand notes, Vanguard’s investment management staff will monitor, on an ongoing basis, the earning power, cash flow, and other liquidity ratios of the issuer, along with the borrower’s ability to pay principal and interest on demand.

Debt Securities—Non-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 Moody’s Investors Service, Inc. (Moody’s) or below BBB–/A-2 by Standard & Poor’s Financial Services LLC (Standard & Poor’s)) or, if unrated, are determined to be of comparable quality by the fund’s 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 fund’s 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

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also tend to be more sensitive to economic conditions than are investment-grade securities. An actual or anticipated economic downturn or sustained period of rising interest rates, for example, could cause a decline in junk bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high-yield securities defaults, in addition to risking payment of all or a portion of interest and principal, a fund investing in such securities may incur additional expenses to seek recovery.

The secondary market on which high-yield securities are traded may be less liquid than the market for investment-grade securities. Less liquidity in the secondary trading market could adversely affect the ability of a fund’s advisor to sell a high-yield security or the price at which a fund’s advisor could sell a high-yield security, and it could also adversely affect the daily net asset value of fund shares. When secondary markets for high-yield securities are less liquid than the market for investment-grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation of the securities.

Except as otherwise provided in a fund’s 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.

Debt Securities—Variable and Floating Rate Securities. Variable and floating rate securities are debt securities that provide for periodic adjustments in the interest rate paid on the security. Variable rate securities provide for a specified periodic adjustment in the interest rate, while floating rate securities have interest rates that change whenever there is a change in a designated benchmark rate or the issuer’s credit quality. There is a risk that the current interest rate on variable and floating rate securities may not accurately reflect current market interest rates or adequately compensate the holder for the current creditworthiness of the issuer. Some variable or floating rate securities are structured with liquidity features such as (1) put options or tender options that permit holders (sometimes subject to conditions) to demand payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries or (2) auction-rate features, remarketing provisions, or other maturity-shortening devices designed to enable the issuer to refinance or redeem outstanding debt securities (market-dependent liquidity features). Variable or floating rate securities that include market-dependent liquidity features may have greater liquidity risk than other securities. The greater liquidity risk may exist, for example, because of the failure of a market-dependent liquidity feature to operate as intended (as a result of the issuer’s declining creditworthiness, adverse market conditions, or other factors) or the inability or unwillingness of a participating broker-dealer to make a secondary market for such securities. As a result, variable or floating rate securities that include market-dependent liquidity features may lose value, and the holders of such securities may be required to retain them until the later of the repurchase date, the resale date, or the date of maturity. Such liquidity risk may be heightened for certain types of variable rate securities called “extendible municipal securities,” in which the holder of a security is required to retain the investment for the length of the remarketing period (the time frame in which a remarketing agent seeks a new buyer for the security). Extendible municipal securities typically have extended remarketing periods of up to 13 months after a tender date. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security. Extendible municipal securities that have been “extended” into a longer remarketing period may also be considered illiquid.

Derivatives. A derivative is a financial instrument that has a value based on—or “derived from”—the values of other assets, reference rates, or indexes. Derivatives may relate to a wide variety of underlying references, such as commodities, stocks, bonds, interest rates, currency exchange rates, and related indexes. Derivatives include futures contracts and options on futures contracts, certain forward-commitment transactions, options on securities, caps, floors, collars, swap agreements, and certain other financial instruments. Some derivatives, such as futures contracts and certain options, are traded on U.S. commodity and securities exchanges, while other derivatives, such as swap agreements, may be privately negotiated and entered into in the over-the-counter market (OTC Derivatives) or may be cleared through a clearinghouse (Cleared Derivatives) and traded on an exchange or swap execution facility. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), certain swap agreements, such as certain standardized credit default and interest rate swap agreements, must be cleared through a clearinghouse and traded on an exchange or swap execution facility. This could result in an increase in the overall costs of such transactions. While the intent of derivatives regulatory reform is to mitigate risks associated with derivatives markets, the new regulations could, among other things, increase liquidity and decrease pricing for more standardized products while decreasing liquidity and increasing pricing for less standardized products. The risks associated with the use of derivatives are different from, and possibly greater than, the risks associated with investing directly in the securities or assets on which the derivatives are based.

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Derivatives may be used for a variety of purposes, including—but not limited to—hedging, managing risk, seeking to stay fully invested, seeking to reduce transaction costs, seeking to simulate an investment in equity or debt securities or other investments, and seeking to add value by using derivatives to more efficiently implement portfolio positions when derivatives are favorably priced relative to equity or debt securities or other investments. Some investors may use derivatives primarily for speculative purposes while other uses of derivatives may not constitute speculation. There is no assurance that any derivatives strategy used by a fund’s advisor will succeed. The other parties to the funds’ OTC Derivatives contracts (usually referred to as “counterparties”) will not be considered the issuers thereof for purposes of certain provisions of the 1940 Act and the IRC, although such OTC Derivatives may qualify as securities or investments under such laws. The funds’ advisors, however, will monitor and adjust, as appropriate, the funds’ credit risk exposure to OTC Derivative counterparties.

Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks, bonds, and other traditional investments. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.

When the fund enters into a Cleared Derivative, an initial margin deposit with a Futures Commission Merchant (FCM) is required. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a Cleared Derivative over a fixed period. If the value of the fund’s Cleared Derivatives declines, the fund will be required to make additional “variation margin” payments to the FCM to settle the change in value. If the value of the fund’s Cleared Derivatives increases, the FCM will be required to make additional “variation margin” payments to the fund to settle the change in value. This process is known as “marking-to-market” and is calculated on a daily basis.

For OTC Derivatives, the fund is subject to the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the contract. Additionally, the use of credit derivatives can result in losses if a fund’s advisor does not correctly evaluate the creditworthiness of the issuer on which the credit derivative is based.

Derivatives may be subject to liquidity risk, which exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with certain OTC Derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.

Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.

Because certain derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. A derivative transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to a fund’s interest. A fund bears the risk that its advisor will incorrectly forecast future market trends or the values of assets, reference rates, indexes, or other financial or economic factors in establishing derivative positions for the fund. If the advisor attempts to use a derivative as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the derivative will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many derivatives (in particular, OTC Derivatives) are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.

Exchange-Traded Funds. A fund may purchase shares of exchange-traded funds (ETFs). 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

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the market, the holding period, and other factors, ETF shares can be less costly and more tax-efficient than futures. In addition, ETF shares can be purchased for smaller sums, offer exposure to market sectors and styles for which there is no suitable or liquid futures contract, and do not involve leverage.

An investment in an ETF generally presents the same principal risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and a fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETF’s shares may trade at a discount or a premium to their net asset value; (2) an active trading market for an ETF’s shares may not develop or be maintained; and (3) trading of an ETF’s shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of an ETF’s shares may also be halted if the shares are delisted from the exchange without first being listed on another exchange or if the listing exchange’s officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.

Most ETFs are investment companies. Therefore, a fund’s purchases of ETF shares generally are subject to the limitations on, and the risks of, a fund’s investments in other investment companies, which are described 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 fund’s investments in Vanguard ETF Shares are also generally subject to the descriptions, limitations, and risks described under the heading “Other Investment Companies,” except as provided by an exemption granted by the SEC that permits registered investment companies to invest in a Vanguard fund that issues ETF Shares beyond the limits of Section 12(d)(1) of the 1940 Act, subject to certain terms and conditions.

* U.S. Patent Nos. 6,879,964; 7,337,138; 7,720,749; 7,925,573; 8,090,646; and 8,417,623.

Futures Contracts and Options on Futures Contracts. Futures contracts and options on futures contracts are derivatives. Each Fund’s obligation under futures contracts will not exceed 20% of its total assets. The reasons for which a Fund may invest in futures include (1) to keep cash on hand to meet shareholder redemptions or other needs while simulating full investment in bonds or (2) to reduce the Fund’s transaction costs or add value when these instruments are favorably priced.

A futures contract is a standardized agreement between two parties to buy or sell at a specific time in the future a specific quantity of a commodity at a specific price. The commodity may consist of an asset, a reference rate, or an index. A security futures contract relates to the sale of a specific quantity of shares of a single equity security or a narrow-based securities index. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying commodity. The buyer of a futures contract enters into an agreement to purchase the underlying commodity on the settlement date and is said to be “long” the contract. The seller of a futures contract enters into an agreement to sell the underlying commodity on the settlement date and is said to be “short” the contract. The price at which a futures contract is entered into is established either in the electronic marketplace or by open outcry on the floor of an exchange between exchange members acting as traders or brokers. Open futures contracts can be liquidated or closed out by physical delivery of the underlying commodity or payment of the cash settlement amount on the settlement date, depending on the terms of the particular contract. Some financial futures contracts (such as security futures) provide for physical settlement at maturity. Other financial futures contracts (such as those relating to interest rates, foreign currencies, and broad-based securities indexes) generally provide for cash settlement at maturity. In the case of cash-settled futures contracts, the cash settlement amount is equal to the difference between the final settlement or market price for the relevant commodity on the last trading day of the contract and the price for the relevant commodity agreed upon at the outset of the contract. Most futures contracts, however, are not held until maturity but instead are “offset” before the settlement date through the establishment of an opposite and equal futures position.

The purchaser or seller of a futures contract is not required to deliver or pay for the underlying commodity unless the contract is held until the settlement date. However, both the purchaser and seller are required to deposit “initial margin” with a futures commission merchant (FCM) when the futures contract is entered into. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a contract over a fixed period. If the value of the fund’s position declines, the fund will be required to make additional “variation margin” payments to the FCM to settle the change in value. If the value of the fund’s position increases, the FCM will be required to make additional “variation

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margin” payments to the fund to settle the change in value. This process is known as “marking-to-market” and is calculated on a daily basis. A futures transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

An option on a futures contract (or futures option) conveys the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specific futures contract at a specific price (called the “exercise” or “strike” price) any time before the option expires. The seller of an option is called an option writer. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is “in-the-money” at the expiration date. A call option is in-the-money if the value of the underlying futures contract exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying futures contract. Generally, any profit realized by an option buyer represents a loss for the option writer.

A fund that takes the position of a writer of a futures option is required to deposit and maintain initial and variation margin with respect to the option, as previously described in the case of futures contracts. A futures option transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

Each Fund intends to comply with Rule 4.5 under the Commodity Exchange Act (CEA), under which a mutual fund may be excluded from the definition of the term Commodity Pool Operator (CPO) if the fund meets certain conditions such as limiting its investments in certain CEA-regulated instruments (e.g., futures, options, or swaps) and complying with certain marketing restrictions. Accordingly, Vanguard is not subject to registration or regulation as a CPO with respect to each 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 Contracts—Risks. The risk of loss in trading futures contracts and in writing futures options can be substantial because of the low margin deposits required, the extremely high degree of leverage involved in futures and options pricing, and the potential high volatility of the futures markets. As a result, a relatively small price movement in a futures position may result in immediate and substantial loss (or gain) 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 day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day, and therefore does not limit potential losses because the limit may

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prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures traders to substantial losses. The inability to close futures and options positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment.

U.S. Treasury futures are generally not subject to such daily limits.

A fund bears the risk that its advisor will incorrectly predict future market trends. If the advisor attempts to use a futures

contract or a futures option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the futures position will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving futures products can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments.

A fund could lose margin payments it has deposited with its FCM if, for example, the FCM breaches its agreement with the fund or becomes insolvent or goes into bankruptcy. In that event, the fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCM’s other customers, potentially resulting in losses to the fund.

Hybrid Instruments. A hybrid instrument, or hybrid, is an interest in an issuer that combines the characteristics of an equity security, a debt security, a commodity, and/or a derivative. A hybrid may have characteristics that, on the whole, more strongly suggest the existence of a bond, stock, or other traditional investment, but a hybrid may also have prominent features that are normally associated with a different type of investment. Moreover, hybrid instruments may be treated as a particular type of investment for one regulatory purpose (such as taxation) and may be simultaneously treated as a different type of investment for a different regulatory purpose (such as securities or commodity regulation). Hybrids can be used as an efficient means of pursuing a variety of investment goals, including increased total return, duration management, and currency hedging. Because hybrids combine features of two or more traditional investments and may involve the use of innovative structures, hybrids present risks that may be similar to, different from, or greater than those associated with traditional investments with similar characteristics.

Examples of hybrid instruments include convertible securities, which combine the investment characteristics of bonds and common stocks; perpetual bonds, which are structured like fixed income securities, have no maturity date, and may be characterized as debt or equity for certain regulatory purposes; contingent convertible securities, which are fixed income securities that, under certain circumstances, either convert into common stock of the issuer or undergo a principal write-down by a predetermined percentage if the issuer’s capital ratio falls below a predetermined trigger level; and trust-preferred securities, which are preferred stocks of a special-purpose trust that holds subordinated debt of the corporate parent. Another example of a hybrid is a commodity-linked bond, such as a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid would be a combination of a bond and a call option on oil.

In the case of hybrids that are structured like fixed income securities (such as structured notes), the principal amount or the interest rate is generally tied (positively or negatively) to the price of some commodity, currency, securities index, interest rate, or other economic factor (each, a benchmark). For some hybrids, the principal amount payable at maturity or the interest rate may be increased or decreased, depending on changes in the value of the benchmark. Other hybrids do not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark, thus magnifying movements within the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond with a fixed principal amount that pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a fund to the credit risk of the issuer of the hybrids. Depending on the level of a fund’s investment in hybrids, these risks may cause significant fluctuations in the fund’s net asset value. Hybrid instruments may also carry liquidity risk since the instruments are often “customized” to meet the needs of an issuer or, sometimes, the portfolio needs of a particular investor, and therefore the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities.

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Certain issuers of hybrid instruments known as structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, a fund’s investments in these products may be subject to the limitations described under the heading “Other Investment Companies.”

Interfund Borrowing and Lending. The SEC has granted an exemption permitting registered open-end Vanguard funds to participate in Vanguard’s interfund lending program. This program allows the Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes. The program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the program unless it receives a more favorable interest rate than is typically available from a bank for a comparable transaction, (2) no fund may lend money if the loan would cause its aggregate outstanding loans through the program to exceed 15% of its net assets at the time of the loan, and (3) a fund’s interfund loans to any one fund shall not exceed 5% of the lending fund’s net assets. In addition, a Vanguard fund may participate in the program only if and to the extent that such participation is consistent with the fund’s investment objective and investment policies. The boards of trustees of the Vanguard funds are responsible for overseeing the interfund lending program. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.

Money Market Fund Reform. The money market fund reforms adopted by the SEC in July 2014 became effective on October 14, 2016. The reforms impact money market funds differently depending on the types of investors permitted to invest in a fund, the types of securities in which a fund may invest, and the principal investments of a money market fund. The reforms impose new liquidity-related requirements on money market funds (including the potential implementation of liquidity fees and redemption gates). Other changes required by the reforms relate to diversification, disclosure, and stress testing requirements. The imposition and termination of a liquidity fee or redemption gate and/or the provision of financial support by an affiliated person of a money market fund will be reported by a money market fund to the SEC on Form N-CR. A money market fund’s designation as institutional, retail, or government determines whether the fund is required to have a floating net asset value (NAV) or is permitted to have a stable NAV. These changes may have significant adverse effects upon a money market fund’s investment strategy, fees and expenses, portfolio (including the liquidity of investments), and return potential.

Municipal Bonds. Municipal bonds are debt obligations issued by states, municipalities, U.S. jurisdictions or territories, and other political subdivisions and by agencies, authorities, and instrumentalities of states and multistate agencies or authorities (collectively, municipalities). Typically, the interest payable on municipal bonds is, in the opinion of bond counsel to the issuer at the time of issuance, exempt from federal income tax.

Municipal bonds include securities from a variety of sectors, each of which has unique risks, and can be divided into governmental bonds (i.e., bonds issued to provide funding for governmental projects, such as public roads or schools) and conduit bonds (i.e., bonds issued to provide funding for a third-party permitted to use municipal bond proceeds, such as airports or hospitals). Except for the money market funds (see Fundamental Policies), the Funds will not concentrate in any one industry; tax-exempt securities issued by states, municipalities, and their political subdivisions are not considered to be part of an industry. However, if a municipal bond’s income is derived from a specific project, the securities will be considered to be from the industry of that project. Municipal bonds include, but are not limited to, general obligation bonds, limited obligation bonds, and revenue bonds, including industrial development bonds issued pursuant to federal tax law.

General obligation bonds are secured by the issuer’s pledge of its full faith, credit, and taxing power for the payment of principal and interest. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Revenue or special tax bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other tax, but not from general tax revenues.

Revenue bonds involve the credit risk of the underlying project or enterprise (or its corporate user) rather than the credit risk of the issuing municipality. Under the IRC, certain limited obligation bonds are considered “private activity bonds,” and interest paid on such bonds is treated as an item of tax preference for purposes of calculating federal alternative minimum tax liability. Tax-exempt private activity bonds and industrial development bonds generally are also classified as revenue bonds and thus are not payable from the issuer’s general revenues. The credit and quality of private activity bonds and industrial development bonds are usually related to the credit of the corporate user of the facilities. Payment of interest on and repayment of principal of such bonds are the responsibility of the corporate user (and/or any guarantor). Some municipal bonds may be issued as variable or floating rate securities and may incorporate market-

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dependent liquidity features (see discussion of “Debt Securities—Variable and Floating Rate Securities”). A tax-exempt fund will generally invest only in securities deemed tax-exempt by a nationally recognized bond counsel, but there is no guarantee that the interest payments on municipal bonds will continue to be tax-exempt for the life of the bonds.

Some longer-term municipal bonds give the investor a “put option,” which is the right to sell the security back to the issuer at par (face value) prior to maturity, within a specified number of days following the investor’s request—usually one to seven days. This demand feature enhances a security’s liquidity by shortening its maturity and enables it to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, a fund would hold the longer-term security, which could experience substantially more volatility. Municipal bonds that are issued as variable or floating rate securities incorporating market-dependent liquidity features may have greater liquidity risk than other municipal bonds (see discussion of “Debt Securities—Variable and Floating Rate Securities”).

Some municipal bonds feature credit enhancements, such as lines of credit, letters of credit, municipal bond insurance, and standby bond purchase agreements (SBPAs). SBPAs include lines of credit that are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued interest if the underlying municipal bond should default. Municipal bond insurance (which is usually purchased by the bond issuer from a private, nongovernmental insurance company) provides an unconditional and irrevocable guarantee that the insured bond’s principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any fund. The credit quality of an insured bond reflects the higher of the credit quality of the insurer, based on its claims-paying ability, or the credit quality of the underlying bond issuer or obligor. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured municipal bonds have been historically low and municipal bond insurers historically have met their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurer’s loss reserves and adversely affect its ability to pay claims to bondholders. The number of municipal bond insurers is relatively small, and not all of them are assessed as high credit quality. An SBPA can include a liquidity facility that is provided to pay the purchase price of any bonds that cannot be remarketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other circumstances. The liquidity provider’s obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower or bond issuer.

Municipal bonds also include tender option bonds, which are municipal derivatives created by dividing the income stream provided by an underlying municipal bond to create two securities issued by a special-purpose trust, one short-term and one long-term. The interest rate on the short-term component is periodically reset. The short-term component has negligible interest rate risk, while the long-term component has all of the interest rate risk of the original bond. After income is paid on the short-term securities at current rates, the residual income goes to the long-term securities. Therefore, rising short-term interest rates result in lower income for the longer-term portion, and vice versa. The longer-term components can be very volatile and may be less liquid than other municipal bonds of comparable maturity. These securities have been developed in the secondary market to meet the demand for short-term, tax-exempt securities.

Municipal securities also include a variety of structures geared toward accommodating municipal-issuer short-term cash-flow requirements. These structures include, but are not limited to, general market notes, commercial paper, put bonds, and variable-rate demand obligations (VRDOs). VRDOs comprise a significant percentage of the outstanding debt in the short-term municipal market. VRDOs can be structured to provide a wide range of maturity options (1 day to over 360 days) to the underlying issuing entity and are typically issued at par. The longer the maturity option, the greater the degree of liquidity risk (the risk of not receiving an asking price of par or greater) and reinvestment risk (the risk that the proceeds from maturing bonds must be reinvested at a lower interest rate).

Although most municipal bonds are exempt from federal income tax, some are not. Taxable municipal bonds include Build America Bonds (BABs). The borrowing costs of BABs are subsidized by the federal government, but BABs are subject to state and federal income tax. BABs were created pursuant to the American Recovery and Reinvestment Act of 2009 (ARRA) to offer an alternative form of financing to state and local governments whose primary means for accessing the capital markets had been through the issuance of tax-exempt municipal bonds. BABs also include Recovery Zone Economic Development Bonds, which are subsidized more heavily by the federal government than other BABs and are designed to finance certain types of projects in distressed geographic areas.

Under ARRA, an issuer of a BAB is entitled to receive payments from the U.S. Treasury over the life of the BAB equal to 35% of the interest paid (or 45% of the interest paid in the case of a Recovery Zone Economic Development Bond). For

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example, if a state or local government were to issue a BAB at a taxable interest rate of 10% of the par value of the bond, the U.S. Treasury would make a payment directly to the issuing government of 35% of that interest (3.5% of the par value of the bond) or 45% of the interest (4.5% of the par value of the bond) in the case of a Recovery Zone Economic Development Bond. Thus, the state or local government’s net borrowing cost would be 6.5% or 5.5%, respectively, on BABs that pay 10% interest. In other cases, holders of a BAB receive a 35% or 45% tax credit, respectively. The BAB program expired on December 31, 2010. BABs outstanding prior to the expiration of the program continue to be eligible for the federal interest rate subsidy or tax credit, which continues for the life of the BABs; however, the federal interest rate subsidy or tax credit has been reduced by the government sequester. Additionally, bonds issued following expiration of the program are not eligible for federal payment or tax credit. In addition to BABs, a fund may invest in other municipal bonds that pay taxable interest.

The reorganization under the federal bankruptcy laws of an issuer of, or payment obligor with respect to, municipal bonds may result in the municipal bonds being cancelled without repayment; repaid only in part; or repaid in part or whole through an exchange thereof for any combination of cash, municipal bonds, debt securities, convertible securities, equity securities, or other instruments or rights in respect to the same issuer or payment obligor or a related entity. Certain issuers are not eligible to file for bankruptcy.

Municipal Bonds—Risks. Municipal bonds are subject to credit risk. The yields of municipal bonds depend on, among other things, general money market conditions, conditions in the municipal bond market, size of a particular offering, maturity of the obligation, and credit quality of the issue. Consequently, municipal bonds with the same maturity, coupon, and credit quality may have different yields, while municipal bonds of the same maturity and coupon, but with different credit quality, may have the same yield. It is the responsibility of a fund’s investment management advisor to appraise independently the fundamental quality of bonds held by the fund. Information about the financial condition of an issuer of municipal bonds may not be as extensive as that which is made available by corporations whose securities are publicly traded. Obligations of issuers of municipal bonds are generally subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors.

Congress, state legislatures, or other governing authorities may seek to extend the time for payment of principal or interest, or both, or to impose other constraints upon enforcement of such obligations. For example, from time to time, proposals have been introduced before Congress to restrict or eliminate the federal income tax exemption for interest on municipal bonds. Also, from time to time, proposals have been introduced before state and local legislatures to restrict or eliminate the state and local income tax exemption for interest on municipal bonds. Similar proposals may be introduced in the future. If any such proposal were enacted, it might restrict or eliminate the ability of a fund to achieve its respective investment objective. In that event, the fund’s trustees and officers would reevaluate its investment objective and policies and consider recommending to its shareholders changes in such objective and policies.

There is also the possibility that, as a result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment of interest and principal on their municipal bonds may be materially affected or their obligations may be found to be invalid or unenforceable. Such litigation or conditions may, from time to time, have the effect of introducing uncertainties in the market for municipal bonds or certain segments thereof or of materially affecting the credit risk with respect to particular bonds. Adverse economic, business, legal, or political developments might affect all or a substantial portion of a fund’s municipal bonds in the same manner. For example, a state specific tax-exempt fund is subject to state-specific risk, which is the chance that the fund, because it invests primarily in securities issued by a particular state and its municipalities, is more vulnerable to unfavorable developments in that state than are funds that invest in municipal securities of many states. Unfavorable developments in any economic sector may have far-reaching ramifications on a state’s overall municipal market. In the event that a particular obligation held by a fund is assessed at a credit quality below the minimum investment level permitted by the investment policies of such fund, the fund’s investment advisor, pursuant to oversight from the trustees, will carefully assess the creditworthiness of the obligation to determine whether it continues to meet the policies and objective of the fund.

Municipal bonds are subject to interest rate risk, which is the chance that bond prices will decline over short or even long periods because of rising interest rates. Interest rate risk is higher for long-term bonds, whose prices are much more sensitive to interest rate changes than are the prices of shorter-term bonds. Generally, prices of longer-maturity issues tend to fluctuate more than prices of shorter-maturity issues. Prices and yields on municipal bonds are dependent on a variety of factors, such as the financial condition of the issuer, the general conditions of the municipal bond market, the

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size of a particular offering, the maturity of the obligation, and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject to change from time to time.

Municipal bonds are subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupons or interest rates before their maturity dates. A fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the fund’s income. Call risk is generally high for long-term bonds. Conversely, municipal bonds are also subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally high for long-term bonds.

Municipal bonds may be deemed to be illiquid as determined by or in accordance with methods adopted by a fund’s board of trustees. In determining the liquidity and appropriate valuation of a municipal bond, a fund’s advisor may consider the following factors relating to the security, among others: (1) the frequency of trades and quotes; (2) the number of dealers willing to purchase or sell the security; (3) the willingness of dealers to undertake to make a market; (4) the nature of the marketplace trades, including the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer; and (5) the factors unique to a particular security, including general creditworthiness of the issuer and the likelihood that the marketability of the securities will be maintained throughout the time the security is held by the fund.

Options. An option is a derivative. An option on a security (or index) is a contract that gives the holder of the option, in return for the payment of a “premium,” the right, but not the obligation, to buy from (in the case of a call option) or sell to (in the case of a put option) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price prior to the expiration date of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case of a call option) or to pay the exercise price upon delivery of the underlying security (in the case of a put option). The writer of an option on an index has the obligation upon exercise of the option to pay an amount equal to the cash value of the index minus the exercise price, multiplied by the specified multiplier for the index option. The multiplier for an index option determines the size of the investment position the option represents. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of over-the-counter (OTC) options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. Although this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally involve credit risk to the counterparty, whereas for exchange-traded, centrally cleared options, credit risk is mutualized through the involvement of the applicable clearing house.

The buyer (or holder) of an option is said to be “long” the option, while the seller (or writer) of an option is said to be “short” the option. A call option grants to the holder the right to buy (and obligates the writer to sell) the underlying security at the strike price, which is the predetermined price at which the option may be exercised. A put option grants to the holder the right to sell (and obligates the writer to buy) the underlying security at the strike price. The purchase price of an option is called the “premium.” The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer, but that person could also seek to profit from an anticipated rise or decline in option prices. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is “in-the-money” at the expiration date. A call option is in-the-money if the value of the underlying position exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying position. Generally, any profit realized by an option buyer represents a loss for the option writer. The writing of an option will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

If a trading market, in particular options, were to become unavailable, investors in those options (such as the funds) would be unable to close out their positions until trading resumes, and they may be faced with substantial losses if the value of

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the underlying instrument moves adversely during that time. Even if the market were to remain available, there may be times when options prices will not maintain their customary or anticipated relationships to the prices of the underlying instruments and related instruments. Lack of investor interest, changes in volatility, or other factors or conditions might adversely affect the liquidity, efficiency, continuity, or even the orderliness of the market for particular options.

A fund bears the risk that its advisor will not accurately predict future market trends. If the advisor attempts to use an option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the option will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial losses for the fund. Although hedging strategies involving options can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many options, in particular OTC options, are complex and often valued based on subjective factors. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.

OTC Swap Agreements. An over-the-counter (OTC) swap agreement, which is a type of derivative, is an agreement between two parties (counterparties) to exchange payments at specified dates (periodic payment dates) on the basis of a specified amount (notional amount) with the payments calculated with reference to a specified asset, reference rate, or index.

Examples of OTC swap agreements include, but are not limited to, interest rate swaps, credit default swaps, equity swaps, commodity swaps, foreign currency swaps, index swaps, excess return swaps, and total return swaps. Most OTC swap agreements provide that when the periodic payment dates for both parties are the same, payments are netted and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, a fund’s current obligations (or rights) under an OTC swap agreement will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty. OTC swap agreements allow for a wide variety of transactions. For example, fixed rate payments may be exchanged for floating rate payments; U.S. dollar-denominated payments may be exchanged for payments denominated in a different currency; and payments tied to the price of one asset, reference rate, or index may be exchanged for payments tied to the price of another asset, reference rate, or index.

An OTC option on an OTC swap agreement, also called a “swaption,” is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium.” A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.

The use of OTC swap agreements by a fund entails certain risks, which may be different from, or possibly greater than, the risks associated with investing directly in the securities and other investments that are the referenced asset for the swap agreement. OTC swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with stocks, bonds, and other traditional investments. The use of an OTC swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions.

OTC swap agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If an OTC swap transaction is particularly large or if the relevant market is illiquid (as is the case with many OTC swaps), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. In addition, OTC swap transactions may be subject to a fund’s limitation on investments in illiquid securities.

OTC swap agreements may be subject to pricing risk, which exists when a particular swap becomes extraordinarily expensive or inexpensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity or to realize the intrinsic value of the OTC swap agreement.

Because certain OTC swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain OTC swaps have the potential for unlimited loss, regardless of the size of the initial investment. A leveraged OTC swap transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset

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coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

Like most other investments, OTC swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund’s interest. A fund bears the risk that its advisor will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing OTC swap positions for the fund. If the advisor attempts to use an OTC swap as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the OTC swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving OTC swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many OTC swaps are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.

The use of an OTC swap agreement also involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. Additionally, the use of credit default swaps can result in losses if a fund’s advisor does not correctly evaluate the creditworthiness of the issuer on which the credit swap is based.

The market for OTC swaps and swaptions is a relatively new market. It is possible that developments in the market could adversely affect a fund, including its ability to terminate existing OTC swap agreements or to realize amounts to be received under such agreements. As previously noted under the heading “Derivatives,” under the Dodd-Frank Act, certain swaps that may be used by a fund may be cleared through a clearinghouse and traded on an exchange or swap execution facility.

Other Investment Companies. A fund may invest in other investment companies to the extent permitted by applicable law or SEC exemption. Under Section 12(d)(1) of the 1940 Act, a fund generally may invest up to 10% of its assets in shares of investment companies and up to 5% of its assets in any one investment company, as long as no investment represents more than 3% of the voting stock of an acquired investment company. In addition, no funds for which Vanguard acts as an advisor may, in the aggregate, own more than 10% of the voting stock of a closed-end investment company. The 1940 Act and related rules provide certain exemptions from these restrictions, for example, funds that invest in other funds within the same group of investment companies. If a fund invests in other investment companies, shareholders will bear not only their proportionate share of the fund’s 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 fund’s net asset value. SEC rules nevertheless require that any expenses incurred by a BDC be included in a fund’s 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 fund’s financial statements, which provide a clearer picture of a fund’s actual operating expenses. Because preferred shares of closed-end investment companies are not allocated any operating or advisory expenses, the Vanguard funds will not bear any expenses from investments in certain variable-rate demand-preferred securities issued by closed-end municipal bond funds. 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.

Restricted and Illiquid Securities. For Vanguard Municipal Money Market Fund, illiquid securities are securities that cannot be sold or disposed of within seven days in the ordinary course of business at approximately the price at which they are valued. For Vanguard Short-Term Tax-Exempt Fund, Vanguard Limited-Term Tax-Exempt Fund, Vanguard Intermediate-Term Tax-Exempt Fund, Vanguard Long-Term Tax-Exempt Fund, Vanguard High-Yield Tax-Exempt Fund, and Vanguard Tax-Exempt Bond Index Fund, illiquid securities are investments that a fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. 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

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illiquid securities and, in some cases, may be unable to value or sell certain illiquid securities for an indefinite period of time. Illiquid securities may include a wide variety of investments, such as (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features), (2) OTC options contracts and certain other derivatives (including certain swap agreements), (3) fixed time deposits that are not subject to prepayment or do not provide for withdrawal penalties upon prepayment (other than overnight deposits), (4) certain loan interests and other direct debt instruments, (5) certain municipal lease obligations, (6) private equity investments, (7) commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act, and (8) securities whose disposition is restricted under the federal securities laws. Illiquid securities include restricted, privately placed securities that, under the federal securities laws, generally may be resold only to qualified institutional buyers. If a substantial market develops for a restricted security held by a fund, it may be treated as a liquid security in accordance with procedures and guidelines approved by the board of trustees. This generally includes securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, such as commercial paper. Although a fund’s advisor monitors the liquidity of restricted securities, the board of trustees oversees and retains ultimate responsibility for the advisor’s liquidity determinations. Several factors that the trustees consider in monitoring these decisions include the valuation of a security; the availability of qualified institutional buyers, brokers, and dealers that trade in the security; and the availability of information about the security’s issuer.

Tax Matters—Federal 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 authorities. These authorities are subject to change by legislative, administrative, or judicial action, possibly with retroactive effect. Each Fund has not requested and will not request an advance ruling from the Internal Revenue Service (IRS) as to the U.S. federal income tax matters discussed in this Statement of Additional Information. In some cases, a fund’s tax position may be uncertain under current tax law and an adverse determination or future guidance by the IRS with respect to such a position could adversely affect the fund and its shareholders, including the fund’s ability to continue to qualify as a regulated investment company or to continue to pursue its current investment strategy. 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 Matters—Federal Tax Treatment of Derivatives, Hedging, and Related Transactions. A fund’s transactions in derivative instruments (including, but not limited to, options, futures, forward contracts, and swap agreements), as well as any of the fund’s hedging, short sale, securities loan, or similar transactions, may be subject to one or more special tax rules that accelerate income to the fund, defer losses to the fund, cause adjustments in the holding periods of the fund’s securities, convert long-term capital gains into short-term capital gains, or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing, and character of distributions to shareholders.

Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.

Tax Matters—Federal Tax Treatment of Exempt-Interest Dividends. If, at the end of each quarter of a fund’s taxable year, at least 50% of the fund’s total asset value consists of securities generating interest that is exempt from federal tax under IRC section 103(a), the fund may pay dividends that pass through to shareholders the tax-exempt character of exempt interest earned by the fund. These dividends generally are not taxable to fund shareholders for U.S. federal income tax purposes, but they may result in liability for the federal alternative minimum tax.

Tax Matters—Federal Tax Treatment of Futures Contracts. For federal income tax purposes, a fund generally must recognize, as of the end of each taxable year, any net unrealized gains and losses on certain futures contracts, as well as any gains and losses actually realized during the year. In these cases, any gain or loss recognized with respect to a futures contract is considered to be 60% long-term capital gain or loss and 40% short-term capital gain or loss, without regard to the holding period of the contract. Gains and losses on certain other futures contracts (primarily non-U.S. futures contracts) are not recognized until the contracts are closed and are treated as long-term or short-term, depending on the holding period of the contract. Sales of futures contracts that are intended to hedge against a change in the value of securities held by a fund may affect the holding period of such securities and, consequently, the nature of the gain or loss on such securities upon disposition. A fund may be required to defer the recognition of losses on one position, such as futures contracts, to the extent of any unrecognized gains on a related offsetting position held by the fund.

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A fund will distribute to shareholders annually any net capital gains that have been recognized for federal income tax purposes on futures transactions. Such distributions will be combined with distributions of capital gains realized on the fund’s other investments, and shareholders will be advised on the nature of the distributions.

Tax Matters—Market Discount or Premium. The price of a bond purchased after its original issuance may reflect market discount or premium. Depending on the particular circumstances, market discount may affect the tax character and amount of income required to be recognized by a fund holding the bond. In determining whether a bond is purchased with market discount, certain de minimis rules apply. Premium is generally amortizable over the remaining term of the bond. Depending on the type of bond, premium may affect the amount of income required to be recognized by a fund holding the bond and the fund’s basis in the bond.

Tax Matters—Real 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 fund’s income that is attributable to a residual interest in a REMIC or an equity interest in a TMP (such portion referred to in the IRC as an “excess inclusion”) will be subject to U.S. federal income tax in all eventsincluding potentially at the fund levelunder a notice issued by the IRS in October 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a registered investment company will be allocated to shareholders of the registered investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. In general, excess inclusion income allocated to shareholders (1) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions); (2) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan, or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity, which otherwise might not be required, to file a tax return and pay tax on such income; and (3) in the case of a non-U.S. investor, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the IRC. As a result, a fund investing in such interests may not be suitable for charitable remainder trusts. See “Tax Matters—Tax-Exempt Investors.”

Tax Matters—Sale or Exchange of Money Market Fund Shares by Investors. Following the October 14, 2016, final compliance date of the money market fund reforms adopted by the SEC, Vanguard Municipal Money Market Fund continues to seek to maintain a stable NAV of $1 per share; however, there can be no guarantee that the Fund will do so. Accordingly, in general, shareholders are not expected to incur taxable gains or losses on the sale or exchange of their shares. However, in the event the Fund’s NAV goes above or below $1, and a shareholder sells or exchanges shares at that price, the shareholder may recognize a gain or loss on the sale or exchange of shares. Also, if the Fund determines to impose a liquidity fee on redemptions of its shares, a shareholder will generally recognize a loss on the sale or exchange of shares equal to the amount of that fee. Assuming a shareholder holds the shares as a capital asset, any gain or loss recognized on a sale or exchange of shares will be treated as capital in nature.

Unless a shareholder chooses to adopt the simplified “NAV method” of accounting (described below), any capital gain or loss generally will be treated as short-term if the shareholder held Fund shares for one year or less or long-term if the shareholder held Fund shares for longer. Any loss realized on the sale or exchange of Fund shares that a shareholder held for six months or less may be disallowed to the extent of any distributions treated as “ exempt-interest dividends” with respect to those shares. Further, if a shareholder sells or exchanges shares at a loss, the loss will generally be disallowed under the “wash sale” rule of the IRC where other substantially identical shares are purchased (including by dividend reinvestment) within 30 days before or after the sale or exchange.

If the shareholder elects to adopt the NAV method of accounting, rather than compute any gain or loss on every taxable sale or exchange of Fund shares, the shareholder would determine the gain or loss based on the change in the aggregate value of the Fund shares during a computation period (e.g., the shareholder’s taxable year or certain shorter periods), reduced by the net investment (purchases minus taxable sales or exchanges) in those Fund shares during the period. Under the NAV method, if a shareholder holds the shares as a capital asset, any resulting net gain or loss (including any loss arising from the shareholder’s payment of a liquidity fee on redemption of the shares) would be treated as short-term capital gain or loss. If a shareholder uses the NAV method, the wash sale rules will generally not apply to disallow a loss incurred for a computation period.

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Shareholders are permitted to use different methods of accounting for shares of a single Fund that are held in different accounts or for shares of different money market funds held in the same account.

Please consult your tax advisor for more information concerning these rules.

Tax Matters—Tax 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 Matters—Tax-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 Matters—Real 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.

Tender Option Bond Programs. Tender option bond programs are a type of municipal bond derivative structure, which is taxed as a partnership for federal income tax purposes. These programs provide for tax-exempt income at a variable rate. In such programs, high-quality longer-term municipal bonds are held inside a trust and varying economic interests in the bonds are created and sold to investors. One class of investors earns interest at a rate based on current short-term tax-exempt interest rates and may tender its holdings at par to the program sponsor at agreed-upon intervals. This class is an eligible security for municipal money market fund investments. A second class of investors has a residual income interest (earning any net income produced by the underlying bonds that exceeds the variable income paid to the other class of investors) and bears the risk that the underlying bonds will decline in value because of changes in market interest rates. These holdings will generally underperform the fixed-rate municipal securities market in a rising interest rate environment. The Funds do not invest in this second class of investors. Under the terms of such programs, both investor classes bear the risk of loss that would result from a payment default on the underlying bonds as well as from other potential, yet remote, credit or structural events. If a tender option bond program would fail to qualify as a partnership for federal income tax purposes, any Fund invested in that program could receive taxable ordinary income.

Time Deposits. Time deposits are subject to the same risks that pertain to domestic issuers of money market instruments, most notably credit risk (and, to a lesser extent, income risk, market risk, and liquidity risk). Additionally, time deposits of foreign branches of U.S. banks and foreign branches of foreign banks may be subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of U.S. dollars, from flowing across its borders. Other risks include adverse political and economic developments, the extent and quality of government regulation of financial markets and institutions, the imposition of foreign withholding taxes, and expropriation or nationalization of foreign issuers. However, time deposits of such issuers will undergo the same type of credit analysis as domestic issuers in which a Vanguard fund invests and will have at least the same financial strength as the domestic issuers approved for the fund.

Variable-Rate Demand-Preferred Securities. The Funds may purchase certain variable-rate demand-preferred securities (VRDPs) issued by closed-end municipal bond funds, which, in turn, invest primarily in portfolios of tax-exempt municipal bonds. The Funds may invest in securities issued by single-state or national closed-end municipal bond funds. VRDPs are issued by closed-end funds to leverage returns for common shareholders. Under the 1940 Act, a closed-end fund that issues preferred shares must maintain an asset coverage ratio of at least 200% at all times in order to issue preferred shares. It is anticipated that the interest on the VRDPs will be exempt from federal income tax and, with respect to any such securities issued by single-state municipal bond funds, exempt from the applicable state’s income tax. The VRDPs will pay a variable dividend rate, determined weekly, typically through a remarketing process, and include a demand feature that provides a fund with a contractual right to tender the securities to a liquidity provider. The Funds could lose money if the liquidity provider fails to honor its obligation, becomes insolvent, or files for bankruptcy. The Funds have no right to put the securities back to the closed-end municipal bond funds or demand payment or redemption directly from the closed-end municipal bond funds. Further, the VRDPs are not freely transferable, and therefore the Funds may only transfer the securities to another investor in compliance with certain exemptions under the 1933 Act, including Rule 144A.

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A fund’s purchase of VRDPs issued by closed-end municipal bond funds is subject to the restrictions set forth under the heading “Other Investment Companies.”

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.”

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 for Vanguard Short-Term Tax-Exempt, Limited-Term Tax-Exempt, Intermediate-Term Tax-Exempt, Long-Term Tax-Exempt, High-Yield Tax-Exempt, and Tax-Exempt Bond Index Funds is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. NAV per share for Vanguard Municipal Money Market Fund is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. 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.

The Exchange typically observes the following holidays: New Year’s Day; Martin Luther King, Jr., Day; Presidents’ Day (Washington’s Birthday); Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Although the Funds expect the same holidays to be observed in the future, the Exchange may modify its holiday schedule or hours of operation at any time.

It is the policy of each Vanguard retail and government money market fund to attempt to maintain an NAV of $1 per share for sales and redemptions. The instruments held by a retail or government money market fund generally are valued on the basis of amortized cost, which does not take into account unrealized capital gains or losses. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price that the fund would receive if it sold the instrument. The fund’s holdings will be reviewed by the trustees, at such intervals as they may deem appropriate, to determine whether the fund’s NAV calculated by using available market quotations deviates from $1 per share based on amortized cost. The extent of any deviation will be examined by the trustees. If such deviation exceeds 1/2 of 1%, the trustees will promptly consider what action, if any, will be initiated. In the event the trustees determine that a deviation exists that may result in material dilution or other unfair results to investors or existing shareholders, they have agreed to take such corrective action as they regard as necessary and appropriate, including selling fund instruments prior to maturity to realize capital gains or losses or to shorten average fund maturity, withholding dividends, making a special capital distribution, redeeming shares in kind, or establishing an NAV per share by using available market quotations.

The use of amortized cost and the maintenance of a retail or government money market fund’s NAV at $1 per share is based on its election to operate under Rule 2a-7 under the 1940 Act. As a condition of operating under that rule, each fund must maintain a dollar-weighted average portfolio maturity of 60 days or less; maintain a dollar-weighted average life of 120 days or less; purchase only instruments having remaining maturities of 397 days or less; meet applicable daily,

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weekly, and general liquidity requirements; and invest only in securities that are determined by methods approved by the trustees to present minimal credit risks and that are of high quality.

Although the stable share price is not guaranteed, the NAV of Vanguard retail and government money market funds is expected to remain at $1 per share. Instruments are purchased and managed with that goal in mind.

PURCHASE AND REDEMPTION OF SHARES

Purchase of Shares (other than ETF Shares)

The purchase price of shares of each Fund is the NAV per share next determined after the purchase request is received in good order, as defined in the Fund’s prospectus.

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 Fund’s 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 Fund’s 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 (other than ETF 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 Fund’s prospectus.

Each Fund can postpone payment of redemption proceeds for up to seven calendar days. In addition, each Fund can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days (1) during any period that the Exchange is closed or trading on the Exchange is restricted as determined by the SEC; (2) during any period when an emergency exists, as defined by the SEC, as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to fairly determine the value of its assets; or (3) for such other periods as the SEC may permit, including in connection with a determination by the board of a money market fund under Rule 22e-3 under the 1940 Act to suspend redemptions and postpone payment of redemption proceeds in order to facilitate an orderly liquidation of a money market fund. In addition, in accordance with Rule 2a-7 under the 1940 Act, the board of trustees of a retail or institutional money market fund may implement liquidity fees and redemption gates if a retail or institutional money market fund‘s weekly liquid assets fall below established thresholds.

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 and in accordance with procedures adopted by the Fund’s board of trustees. Investors may incur brokerage charges on the sale of such securities received in payment of redemptions.

The Funds do not charge redemption fees other than the potential liquidity fees that may be imposed in accordance with the rules discussed above. 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.

Vanguard processes purchase and redemption requests through a pooled account. Pending investment direction or distribution of redemption proceeds, the assets in the pooled account are invested and any earnings (the “float”) are allocated proportionately among the Vanguard funds in order to offset fund expenses. Other than the float, Vanguard treats assets held in the pooled account as the assets of each shareholder making such purchase or redemption request.

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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 shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owner’s 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 in the best interest of a fund.

Investing With Vanguard Through Other Firms

Each Fund has authorized certain agents to accept on its behalf purchase and redemption orders, and those agents are authorized to designate other intermediaries to accept purchase and redemption orders on the Fund’s behalf (collectively, Authorized Agents). The Fund will be deemed to have received a purchase or redemption order when an Authorized Agent accepts the order in accordance with the Fund’s 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 over 200 funds. Each fund is a series of a Delaware statutory trust. The funds obtain virtually all of their corporate management, administrative, and distribution services through the trusts’ jointly owned subsidiary, Vanguard. Vanguard also provides investment advisory services to certain Vanguard funds. All of these services are provided at Vanguard’s total cost of operations pursuant to the Fifth Amended and Restated Funds’ Service Agreement (the Agreement).

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 (other than a fund of funds) pays its share of Vanguard’s total expenses, which are allocated among the funds under methods approved by the board of trustees of each fund. In addition, each fund bears its own direct expenses, such as legal, auditing, and custodial fees.

The funds’ officers are also employees of Vanguard.

Vanguard, Vanguard Marketing Corporation (VMC), the funds, and the funds’ advisors have adopted codes of ethics designed to prevent employees who may have access to nonpublic information about the trading activities of the funds (access persons) from profiting from that information. The codes of ethics permit access persons to invest in securities for their own accounts, including securities that may be held by a fund, but place substantive and procedural restrictions on the trading activities of access persons. For example, the codes of ethics require that access persons receive advance approval for most securities trades to ensure that there is no conflict with the trading activities of the funds.

Vanguard was established and operates under the Agreement. The Agreement provides that each Vanguard fund may be called upon to invest up to 0.40% of its net assets in Vanguard. The amounts that each fund has invested are adjusted from time to time in order to maintain the proportionate relationship between each fund’s relative net assets and its contribution to Vanguard’s capital.

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As of October 31, 2018, each Fund had contributed capital to Vanguard as follows:     
 
  Capital  Percentage of  Percent of 
  Contribution  Fund’s Average  Vanguard’s 
Vanguard Fund  to Vanguard  Net Assets  Capitalization 
Municipal Money Market Fund  $886,000  0.01%  0.35% 
Short-Term Tax-Exempt Fund  822,000  0.01  0.33 
Limited-Term Tax-Exempt Fund  1,323,000  0.01  0.53 
Intermediate-Term Tax-Exempt Fund  2,977,000  0.01  1.19 
Long-Term Tax-Exempt Fund  599,000  0.01  0.24 
High-Yield Tax-Exempt Fund  663,000  0.01  0.27 
Tax-Exempt Bond Index Fund  193,000  0.01  0.08 

 

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, 100 Vanguard Boulevard, Malvern, PA 19355, 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 in accordance with the conditions of a 1981 SEC exemptive order that permits the Vanguard funds to internalize and jointly finance the marketing, promotion, and distribution of their shares. The funds’ trustees review and approve the marketing and distribution expenses incurred by the funds, including the nature and cost of the activities and the desirability of each fund’s continued participation in the joint arrangement.

To ensure that each fund’s participation in the joint arrangement falls within a reasonable range of fairness, each fund contributes to VMC’s marketing and distribution expenses in accordance with an SEC-approved formula. Under that formula, one half of the marketing and distribution expenses are allocated among the funds based upon their relative net assets. The remaining half of those expenses are allocated among the funds based upon each fund’s sales for the preceding 24 months relative to the total sales of the funds as a group, provided, however, that no fund’s aggregate quarterly rate of contribution for marketing and distribution expenses shall exceed 125% of the average marketing and distribution expense rate for Vanguard and that no fund shall incur annual marketing and distribution expenses in excess of 0.20% of its average month-end net assets. Each fund’s contribution to these marketing and distribution expenses helps to maintain and enhance the attractiveness and viability of the Vanguard complex as a whole, which benefits all of the funds and their shareholders.

VMC’s principal marketing and distribution expenses are for advertising, promotional materials, and marketing personnel. Other marketing and distribution activities of an administrative nature that VMC undertakes on behalf of the funds may include, but are not limited to:

n Conducting or publishing Vanguard-generated research and analysis concerning the funds, other investments, the financial markets, or the economy.

n Providing views, opinions, advice, or commentary concerning the funds, other investments, the financial markets, or the economy.

n Providing analytical, statistical, performance, or other information concerning the funds, other investments, the financial markets, or the economy.

n 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.

n Providing products or services that assist investors or financial service providers (as defined below) in the investment decision-making process.

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n Providing promotional discounts, commission-free trading, fee waivers, and other benefits to clients of Vanguard Brokerage Services® who maintain qualifying investments in the funds.

n Sponsoring, jointly sponsoring, financially supporting, or participating in conferences, programs, seminars, presentations, meetings, or other events involving fund shareholders, financial service providers, or others concerning the funds, other investments, the financial markets, or the economy, such as industry conferences, prospecting trips, due diligence visits, training or education meetings, and sales presentations.

VMC performs most marketing and distribution activities itself. Some activities may be conducted by third parties pursuant to shared marketing arrangements under which VMC agrees to share the costs and performance of marketing and distribution activities in concert with a financial service provider. Financial service providers include, but are not limited to, investment advisors, broker-dealers, financial planners, financial consultants, banks, and insurance companies. Under these cost- and performance-sharing arrangements, VMC may pay or reimburse a financial service provider (or a third party it retains) for marketing and distribution activities that VMC would otherwise perform. VMC’s cost- and performance-sharing arrangements may be established in connection with Vanguard investment products or services offered or provided to or through the financial service providers. VMC’s arrangements for shared marketing and distribution activities may vary among financial service providers, and its payments or reimbursements to financial service providers in connection with shared marketing and distribution activities may be significant. VMC 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 Vanguard’s logo, such as golf balls, shirts, towels, pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.

VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers. Nonetheless, VMC’s marketing and distribution activities are primarily intended to result in the sale of the funds’ shares, and as such, its activities, including shared marketing and distribution activities, may influence participating financial service providers (or their representatives) to recommend, promote, include, or invest in a Vanguard fund or share class. In addition, Vanguard or any of its subsidiaries may retain a financial service provider to provide consulting or other services, and that financial service provider also may provide services to investors. Investors should consider the possibility that any of these activities or relationships may influence a financial service provider’s (or its representatives’) decision to recommend, promote, include, or invest in a Vanguard fund or share class. Each financial service provider should consider its suitability determinations, fiduciary duties, and other legal obligations (or those of its representatives) in connection with any decision to consider, recommend, promote, include, or invest in a Vanguard fund or share class.

The following table describes the expenses of Vanguard and VMC that are incurred by the Funds. Amounts captioned “Management and Administrative Expenses” include a Fund‘s allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the Vanguard funds. Amounts captioned “Marketing and Distribution Expenses” include a Fund‘s allocated share of expenses associated with the marketing and distribution activities that VMC conducts on behalf of the Vanguard funds.

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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, 2016, 2017, and 2018, and are presented as a percentage of each Fund‘s average month-end net assets.

Annual Shared Fund Operating Expenses
(Shared Expenses Deducted From Fund Assets)
Vanguard Fund  2016  2017  2018 
Municipal Money Market Fund       
Management and Administrative Expenses  0.12%  0.13%  0.13% 
Marketing and Distribution Expenses  0.03  0.02  0.02 
Short-Term Tax-Exempt Fund       
Management and Administrative Expenses  0.09%  0.08%  0.09% 
Marketing and Distribution Expenses  0.01  0.01  0.01 
Limited-Term Tax-Exempt Fund       
Management and Administrative Expenses  0.08%  0.08%  0.08% 
Marketing and Distribution Expenses  0.01  0.01  0.01 
Intermediate-Term Tax-Exempt Fund       
Management and Administrative Expenses  0.09%  0.09%  0.09% 
Marketing and Distribution Expenses  0.01  0.01  0.01 
Long-Term Tax-Exempt Fund       
Management and Administrative Expenses  0.09%  0.09%  0.09% 
Marketing and Distribution Expenses  0.01  0.01  0.01 
High-Yield Tax-Exempt Fund       
Management and Administrative Expenses  0.09%  0.09%  0.09% 
Marketing and Distribution Expenses  0.01  0.01  0.01 
Tax-Exempt Bond Index Fund       
Management and Administrative Expenses  0.07%  0.07%  0.07% 
Marketing and Distribution Expenses  0.01  0.01  0.01 

 

Officers and Trustees

Each Vanguard fund is governed by the board of trustees of its trust and a single set of officers. Consistent with the board’s corporate governance principles, the trustees believe that their primary responsibility is oversight of the management of each fund for the benefit of its shareholders, not day-to-day management. The trustees set broad policies for the funds; select investment advisors; monitor fund operations, regulatory compliance, performance, and costs; nominate and select new trustees; and elect fund officers. Vanguard manages the day-to-day operations of the funds under the direction of the board of trustees.

The trustees play an active role, as a full board and at the committee level, in overseeing risk management for the funds. The trustees delegate the day-to-day risk management of the funds to various groups, including portfolio review, investment management, risk management, compliance, legal, fund accounting, and fund financial services. These groups provide the trustees with regular reports regarding investment, valuation, liquidity, and compliance, as well as the risks associated with each. The trustees also oversee risk management for the funds through regular interactions with the funds’ internal and external auditors.

The full board participates in the funds’ risk oversight, in part, through the Vanguard funds’ compliance program, which covers the following broad areas of compliance: investment and other operations; recordkeeping; valuation and pricing; communications and disclosure; reporting and accounting; oversight of service providers; fund governance; and codes of ethics, insider trading controls, and protection of nonpublic information. The program seeks to identify and assess risk through various methods, including through regular interdisciplinary communications between compliance professionals and business personnel who participate on a daily basis in risk management on behalf of the funds. The funds’ chief compliance officer regularly provides reports to the board in writing and in person.

The audit committee of the board, which is composed of F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis, each of whom is an independent trustee, 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

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respect to financial statements and financial reporting processes, systems of internal control, and the audit process. Vanguard’s head of internal audit reports directly to the audit committee and provides reports to the committee in writing and in person on a regular basis. Although the audit committee is responsible for overseeing the management of financial risks, the entire board is regularly informed of these risks through committee reports.

All of the trustees bring to each fund’s board a wealth of executive leadership experience derived from their service as executives (in many cases chief executive officers), board members, and leaders of diverse public operating companies, academic institutions, and other organizations. In determining whether an individual is qualified to serve as a trustee of the funds, the board considers a wide variety of information about the trustee, and multiple factors contribute to the board’s decision. Each trustee is determined to have the experience, skills, and attributes necessary to serve the funds and their shareholders because each trustee demonstrates an exceptional ability to consider complex business and 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 trustee’s 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.

      Principal Occupation(s)  Number of 
    Vanguard  During the Past Five Years,  Vanguard Funds 
  Position(s)  Funds’ Trustee/  Outside Directorships,  Overseen by 
Name, Year of Birth  Held With Funds  Officer Since  and Other Experience  Trustee/Officer 
Interested Trustee1         
 
Mortimer J. Buckley  Chairman of the  January 2018  Chairman of the board (January 2019–present) of  212 
(1969)  Board, Chief    Vanguard and of each of the investment companies   
  Executive Officer,    served by Vanguard; chief executive officer (2018–   
  and President    present) of Vanguard; chief executive officer,   
      president, and trustee (2018–present) of each of the   
      investment companies served by Vanguard; president   
      and director (2017–present) of Vanguard; and president   
      (2018–present) of Vanguard Marketing Corporation.   
      Chief investment officer (2013–2017), managing   
      director (2002–2017), head of the Retail Investor Group   
      (2006–2012), and chief information officer (2001–2006)   
      of Vanguard. Chairman of the board (2011–2017) and   
      trustee (2009–2017) of the Children’s Hospital of   
      Philadelphia; trustee (2018–present) of The Shipley   
School.
 
1 Mr. Buckley is considered an “interested person” as defined in the 1940 Act because he is an officer of the Trust.   
Independent Trustees         
Emerson U. Fullwood  Trustee  January 2008  Executive chief staff and marketing officer for North  212 
(1948)      America and corporate vice president (retired 2008) of   
      Xerox Corporation (document management products   
      and services). Former president of the Worldwide   
      Channels Group, Latin America, and Worldwide   
      Customer Service and executive chief staff officer of   
      Developing Markets of Xerox. Executive in residence   
      and 2009–2010 Distinguished Minett Professor at the   
      Rochester Institute of Technology. Director of SPX   
      FLOW, Inc. (multi-industry manufacturing). Director of   
      the University of Rochester Medical Center, the   
      Monroe Community College Foundation, the United   
      Way of Rochester, North Carolina A&T University, and   
      Roberts Wesleyan College. Trustee of the University of   
      Rochester.   

 

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      Principal Occupation(s)  Number of 
    Vanguard  During the Past Five Years,  Vanguard Funds 
  Position(s)  Funds’ Trustee/  Outside Directorships,  Overseen by 
Name, Year of Birth  Held With Funds  Officer Since  and Other Experience  Trustee/Officer 
Amy Gutmann  Trustee  June 2006  President (2004–present) of the University of  212 
(1949)      Pennsylvania. Christopher H. Browne Distinguished   
      Professor of Political Science, School of Arts and   
      Sciences, and professor of communication,   
      Annenberg School for Communication, with secondary   
      faculty appointments in the Department of Philosophy,   
      School of Arts and Sciences, and at the Graduate   
      School of Education, University of Pennsylvania.   
      Trustee of the National Constitution Center.   
 
F. Joseph Loughrey  Trustee  October 2009  President and chief operating officer (retired 2009) and  212 
(1949)      vice chairman of the board (2008–2009) of Cummins   
      Inc. (industrial machinery). Chairman of the board of   
      Hillenbrand, Inc. (specialized consumer services) and   
      the Lumina Foundation. Director of the V Foundation   
      and Oxfam America. Member of the advisory council   
      for the College of Arts and Letters and chair of the   
      advisory board to the Kellogg Institute for International   
      Studies, both at the University of Notre Dame.   
 
Mark Loughridge  Lead Independent  March 2012  Senior vice president and chief financial officer (retired  212 
(1953)  Trustee    2013) of IBM (information technology services).   
      Fiduciary member of IBM’s Retirement Plan   
      Committee (2004–2013), senior vice president and   
      general manager (2002–2004) of IBM Global   
      Financing, vice president and controller (1998–2002) of   
      IBM, and a variety of other prior management roles at   
      IBM. Member of the Council on Chicago Booth.   
 
Scott C. Malpass  Trustee  March 2012  Chief investment officer (1989–present) and vice  212 
(1962)      president (1996–present) of the University of Notre   
      Dame. Assistant professor of finance at the Mendoza   
      College of Business, University of Notre Dame, and   
      member of the Notre Dame 403(b) Investment   
      Committee. Chairman of the board of TIFF Advisory   
      Services, Inc. Member of the board of Catholic   
      Investment Services, Inc. (investment advisors), the   
      board of advisors for Spruceview Capital Partners, and   
      the board of superintendence of the Institute for the   
      Works of Religion.   
 
Deanna Mulligan  Trustee  January 2018  President (2010–present) and chief executive officer  212 
(1963)      (2011–present) of The Guardian Life Insurance   
      Company of America. Chief operating officer (2010–   
      2011) and executive vice president (2008–2010) of   
      Individual Life and Disability of The Guardian Life   
      Insurance Company of America. Member of the board   
      of The Guardian Life Insurance Company of America,   
      the American Council of Life Insurers, the Partnership   
      for New York City (business leadership), and the   
      Committee Encouraging Corporate Philanthropy.   
      Trustee of the Economic Club of New York and the   
      Bruce Museum (arts and science). Member of the   
      Advisory Council for the Stanford Graduate School of   
      Business.   

 

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      Principal Occupation(s)  Number of 
    Vanguard  During the Past Five Years,  Vanguard Funds 
  Position(s)  Funds’ Trustee/  Outside Directorships,  Overseen by 
Name, Year of Birth  Held With Funds  Officer Since  and Other Experience  Trustee/Officer 
André F. Perold  Trustee  December 2004  George Gund Professor of Finance and Banking,  212 
(1952)      Emeritus at the Harvard Business School (retired   
      2011). Chief investment officer and co-managing   
      partner of HighVista Strategies LLC (private   
      investment firm). Board of Advisors and investment   
      committee member of the Museum of Fine Arts   
      Boston. Board member (2018–present) of RIT Capital   
      Partners (investment firm); investment committee   
      member of Partners Health Care System.   
 
Sarah Bloom Raskin  Trustee  January 2018  Deputy secretary (2014–2017) of the United States  212 
(1961)      Department of the Treasury. Governor (2010–2014) of   
      the Federal Reserve Board. Commissioner (2007–   
      2010) of financial regulation for the State of Maryland.   
      Member of the board of directors (2012–2014) of   
      Neighborhood Reinvestment Corporation. Director   
      (2017–present) of i(x) Investments, LLC; director   
      (2017–present) of Reserve Trust. Rubinstein Fellow   
      (2017–present) of Duke University; trustee (2017–   
      present) of Amherst College.   
 
Peter F. Volanakis  Trustee  July 2009  President and chief operating officer (retired 2010) of  212 
(1955)      Corning Incorporated (communications equipment)   
      and director of Corning Incorporated (2000–2010) and   
      Dow Corning (2001–2010). Director (2012) of SPX   
      Corporation (multi-industry manufacturing). Overseer   
      of the Amos Tuck School of Business Administration,   
      Dartmouth College (2001–2013). Chairman of the   
      board of trustees of Colby-Sawyer College. Member of   
      the Board of Hypertherm Inc. (industrial cutting   
      systems, software, and consumables).   
 
Executive Officers         
Glenn Booraem  Investment  February 2001  Principal of Vanguard. Investment stewardship officer  212 
(1967)  Stewardship    (2017–present), treasurer (2015–2017), controller   
  Officer    (2010–2015), and assistant controller (2001–2010) of   
      each of the investment companies served by   
      Vanguard.   
 
Christine M. Buchanan  Treasurer  November 2017  Principal of Vanguard and global head of Fund  212 
(1970)      Administration at Vanguard. Treasurer (2017–present)   
      of each of the investment companies served by   
      Vanguard. Partner (2005–2017) at KPMG LLP (audit,   
      tax, and advisory services).   
 
Brian Dvorak  Chief Compliance  June 2017  Principal of Vanguard. Chief compliance officer (2017–  212 
(1973)  Officer    present) of Vanguard and of each of the investment   
      companies served by Vanguard. Assistant vice   
      president (2017–present) of Vanguard Marketing   
      Corporation. Vice president and director of Enterprise   
      Risk Management (2011–2013) at Oppenheimer Funds,   
Inc.
 
Thomas J. Higgins  Chief Financial  July 1998  Principal of Vanguard. Chief financial officer (2008–  212 
(1957)  Officer    present) and treasurer (1998–2008) of each of the   
      investment companies served by Vanguard.   

 

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      Principal Occupation(s)  Number of 
    Vanguard  During the Past Five Years,  Vanguard Funds 
  Position(s)  Funds’ Trustee/  Outside Directorships,  Overseen by 
Name, Year of Birth  Held With Funds  Officer Since  and Other Experience  Trustee/Officer 
Peter Mahoney  Controller  May 2015  Principal of Vanguard. Controller (2015–present) of  212 
(1974)      each of the investment companies served by   
      Vanguard. Head of International Fund Services (2008–   
      2014) at Vanguard.   
 
Anne E. Robinson  Secretary  September 2016  General counsel (2016–present) of Vanguard.  212 
(1970)      Secretary (2016–present) of Vanguard and of each of   
      the investment companies served by Vanguard.   
      Managing director (2016–present) of Vanguard.   
      Director and senior vice president (2016–2018) of   
      Vanguard Marketing Corporation. Managing director   
      and general counsel of Global Cards and Consumer   
      Services (2014–2016) at Citigroup. Counsel (2003–   
      2014) at American Express.   
 
Michael Rollings  Finance Director  February 2017  Finance director (2017–present) and treasurer (2017) of  212 
(1963)      each of the investment companies served by   
      Vanguard. Managing director (2016–present) of   
      Vanguard. Chief financial officer (2016–present) of   
      Vanguard. Director (2016–present) of Vanguard   
      Marketing Corporation. Executive vice president and   
      chief financial officer (2006–2016) of MassMutual   
      Financial Group.   

 

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. The lead independent trustee also chairs 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:

n Audit Committee: This committee oversees the accounting and financial reporting policies, the systems of internal controls, and the independent audits of each fund. The following independent trustees serve as members of the committee: Mr. Loughrey, Mr. Loughridge, Ms. Raskin, and Mr. Volanakis. The committee held six meetings during the Funds‘ fiscal year ended October 31, 2018.

n 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 one meeting during the Funds‘ fiscal year ended October 31, 2018.

n 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 board’s 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, 2018.

n 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 five meetings during the Funds‘ fiscal year ended October 31, 2018.

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The Nominating Committee will consider shareholder recommendations for trustee nominees. Shareholders may send recommendations to Mr. Loughridge, chairman of the committee.

Trustee Compensation

The same individuals serve as trustees of all Vanguard funds and each fund pays a proportionate share of the trustees’ compensation. Vanguard 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:

n 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.

n The independent trustees are reimbursed for the travel and other expenses that they incur in attending board meetings.

n Upon retirement (after attaining age 65 and completing five years of service), the independent trustees who began their service prior to January 1, 2001, receive a retirement benefit under a separate account arrangement. As of January 1, 2001, the opening balance of each eligible trustee’s separate account was generally equal to the net present value of the benefits he or she had accrued under the trustees’ former retirement plan. Each eligible trustee’s separate account will be credited annually with interest at a rate of 7.5% until the trustee receives his or her final distribution. Those independent trustees who began their service on or after January 1, 2001, are not eligible to participate in the plan.

“Interested” Trustee. Mr. Buckley 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.

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VANGUARD MUNICIPAL BOND FUNDS
TRUSTEES’ COMPENSATION TABLE
 
    Pension or Retirement     
  Aggregate  Benefits Accrued as  Accrued Annual  Total Compensation 
  Compensation  Part of the  Retirement Benefit at  From All Vanguard 
Trustee  From the Funds1  Funds’ Expenses1  January 1, 20192  Funds Paid to Trustees3 
F. William McNabb III4         
Mortimer J. Buckley5         
Emerson U. Fullwood  $7,753      $287,500 
Rajiv Gupta6  1,187       
Amy Gutmann  7,753      287,500 
JoAnn Heffernan Heisen4  8,292  $145  $8,678  307,500 
F. Joseph Loughrey  8,292      307,500 
Mark Loughridge  9,642      357,500 
Scott C. Malpass  7,753      280,530 
Deanna Mulligan5  6,461      287,500 
André F. Perold  7,753      287,500 
Sarah Bloom Raskin5  6,910      307,500 
Peter F. Volanakis  8,292      307,500 
1 The amounts shown in this column are based on the Trust’s fiscal year ended October 31, 2018. Each Fund within the Trust is responsible for 
a proportionate share of these amounts.       
2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee 
for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustee’s 
retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after 
January 1, 2001, are not eligible to participate in the retirement benefit plan.     
3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 212 Vanguard 
funds for the 2018 calendar year.         
4 Mr. McNabb and Ms. Heisen retired from service effective December 31, 2018.     
5 Mr. Buckley, Ms. Mulligan, and Ms. Raskin began service effective January 1, 2018.     
6 Mr. Gupta retired from service effective December 31, 2017.       

 

Ownership of Fund Shares

All current 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, 2018.

    Dollar Range  Aggregate Dollar Range of 
    of Fund Shares  Vanguard Fund Shares 
Vanguard Fund  Trustee  Owned by Trustee  Owned by Trustee 
Municipal Money Market Fund  Mortimer J. Buckley    Over $100,000 
  Emerson U. Fullwood    Over $100,000 
  Amy Gutmann    Over $100,000 
  F. Joseph Loughrey    Over $100,000 
  Mark Loughridge    Over $100,000 
  Scott C. Malpass    Over $100,000 
  Deanna Mulligan    Over $100,000 
  André F. Perold    Over $100,000 
  Sarah Bloom Raskin    Over $100,000 
  Peter F. Volanakis    Over $100,000 

 

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    Dollar Range  Aggregate Dollar Range of 
    of Fund Shares  Vanguard Fund Shares 
Vanguard Fund  Trustee  Owned by Trustee  Owned by Trustee 
Short-Term Tax-Exempt Fund  Mortimer J. Buckley    Over $100,000 
  Emerson U. Fullwood    Over $100,000 
  Amy Gutmann    Over $100,000 
  F. Joseph Loughrey  $50,001–$100,000  Over $100,000 
  Mark Loughridge    Over $100,000 
  Scott C. Malpass    Over $100,000 
  Deanna Mulligan    Over $100,000 
  André F. Perold    Over $100,000 
  Sarah Bloom Raskin    Over $100,000 
  Peter F. Volanakis    Over $100,000 
 
Limited-Term Tax-Exempt Fund  Mortimer J. Buckley  Over $100,000  Over $100,000 
  Emerson U. Fullwood    Over $100,000 
  Amy Gutmann  Over $100,000  Over $100,000 
  F. Joseph Loughrey    Over $100,000 
  Mark Loughridge  Over $100,000  Over $100,000 
  Scott C. Malpass    Over $100,000 
  Deanna Mulligan    Over $100,000 
  André F. Perold    Over $100,000 
  Sarah Bloom Raskin    Over $100,000 
  Peter F. Volanakis    Over $100,000 
 
Intermediate-Term Tax-Exempt Fund  Mortimer J. Buckley    Over $100,000 
  Emerson U. Fullwood    Over $100,000 
  Amy Gutmann  Over $100,000  Over $100,000 
  F. Joseph Loughrey  Over $100,000  Over $100,000 
  Mark Loughridge  Over $100,000  Over $100,000 
  Scott C. Malpass    Over $100,000 
  Deanna Mulligan    Over $100,000 
  André F. Perold    Over $100,000 
  Sarah Bloom Raskin  $10,001–$50,000  Over $100,000 
  Peter F. Volanakis    Over $100,000 
 
Long-Term Tax-Exempt Fund  Mortimer J. Buckley    Over $100,000 
  Emerson U. Fullwood    Over $100,000 
  Amy Gutmann    Over $100,000 
  F. Joseph Loughrey    Over $100,000 
  Mark Loughridge  Over $100,000  Over $100,000 
  Scott C. Malpass    Over $100,000 
  Deanna Mulligan    Over $100,000 
  André F. Perold    Over $100,000 
  Sarah Bloom Raskin    Over $100,000 
  Peter F. Volanakis    Over $100,000 

 

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    Dollar Range  Aggregate Dollar Range of 
    of Fund Shares  Vanguard Fund Shares 
Vanguard Fund  Trustee  Owned by Trustee  Owned by Trustee 
High-Yield Tax-Exempt Fund  Mortimer J. Buckley    Over $100,000 
  Emerson U. Fullwood    Over $100,000 
  Amy Gutmann    Over $100,000 
  F. Joseph Loughrey  Over $100,000  Over $100,000 
  Mark Loughridge    Over $100,000 
  Scott C. Malpass    Over $100,000 
  Deanna Mulligan    Over $100,000 
  André F. Perold    Over $100,000 
  Sarah Bloom Raskin  $1-$10,000  Over $100,000 
  Peter F. Volanakis    Over $100,000 
 
Tax-Exempt Bond Index Fund  Mortimer J. Buckley    Over $100,000 
  Emerson U. Fullwood    Over $100,000 
  Amy Gutmann    Over $100,000 
  F. Joseph Loughrey    Over $100,000 
  Mark Loughridge    Over $100,000 
  Scott C. Malpass    Over $100,000 
  Deanna Mulligan    Over $100,000 
  André F. Perold    Over $100,000 
  Sarah Bloom Raskin    Over $100,000 
  Peter F. Volanakis    Over $100,000 

 

As of January 31, 2019, 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, 2019, the following owned of record 5% or more of the outstanding shares of each class (other than ETF Shares):

Vanguard Short-Term Tax-Exempt Fund—Investor Shares: National Financial Services LLC, Jersey City, NJ (26.89%), Charles Schwab & Co., Inc., San Francisco, CA (26.49%); Vanguard Short-Term Tax-Exempt Fund—Admiral Shares: Charles Schwab & Co., Inc., San Francisco, CA (20.10%), National Financial Services LLC, Jersey City, NJ (17.17%); Vanguard Limited-Term Tax-Exempt Fund—Investor Shares: Charles Schwab & Co., Inc., San Francisco, CA (28.07%), National Financial Services LLC, Jersey City, NJ (22.46%); Vanguard Limited-Term Tax-Exempt Fund—Admiral Shares: National Financial Services LLC, Jersey City, NJ (18.70%), Charles Schwab & Co., Inc., San Francisco, CA (18.32%); Vanguard Intermediate-Term Tax-Exempt Fund—Investor Shares: Charles Schwab & Co., Inc., San Francisco, CA (28.81%), National Financial Services LLC, Jersey City, NJ (18.42%); Vanguard Intermediate-Term Tax-Exempt Fund—Admiral Shares: Charles Schwab & Co., Inc., San Francisco, CA (17.25%), National Financial Services LLC, Jersey City, NJ (9.55%); Vanguard Long-Term Tax-Exempt Fund—Investor Shares: National Financial Services LLC, Jersey City, NJ (16.66%), Charles Schwab & Co., Inc., San Francisco, CA (15.94%); Vanguard Long-Term Tax-Exempt Fund—Admiral Shares: National Financial Services LLC, Jersey City, NJ (10.67%); Vanguard High-Yield Tax-Exempt Fund— Investor Shares: National Financial Services LLC, Jersey City, NJ (23.84%), Charles Schwab & Co., Inc., San Francisco, CA (20.35%); Vanguard High-Yield Tax-Exempt Fund—Admiral Shares: Charles Schwab & Co., Inc., San Francisco, CA (9.60%); Vanguard Tax-Exempt Bond Index Fund—Investor Shares: Advanced Clearing Inc., TD Ameritrade FBO Thomas C. Ognar and Tricia K. Ognar Community Property, Milwaukee, WI (28.37%); Vanguard Tax-Exempt Bond Index Fund—Admiral Shares: Charles Schwab & Co., Inc., San Francisco, CA (12.79%).

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Although the Funds do not have information concerning the beneficial ownership of shares held in the names of Depository Trust Company (DTC) participants, as of January 31, 2019, the name and percentage ownership of each DTC participant that owned of record 5% or more of the outstanding ETF Shares of a Fund were as follows:

Vanguard Tax-Exempt Bond Index Fund—ETF Shares: Charles Schwab & Co., Inc., (25.35%), RBC Capital Markets Corporation (18.19%), Raymond, James & Associates, Inc., (8.16%), National Financial Services LLC (7.16%), Pershing LLC (6.52%), Vanguard Marketing Corporation (5.62%).

Portfolio Holdings Disclosure Policies and Procedures

Introduction

Vanguard and the boards of trustees of the Vanguard funds (Boards) have adopted Portfolio Holdings Disclosure Policies and Procedures (Policies and Procedures) to govern the disclosure of the portfolio holdings of each Vanguard fund. Vanguard and the Boards considered each of the circumstances under which Vanguard fund portfolio holdings may be disclosed to different categories of persons under the Policies and Procedures. Vanguard and the Boards also considered actual and potential material conflicts that could arise in such circumstances between the interests of Vanguard fund shareholders, on the one hand, and those of the fund’s investment advisor, distributor, or any affiliated person of the fund, its investment advisor, or its distributor, on the other. After giving due consideration to such matters and after the exercise of their fiduciary duties and reasonable business judgment, Vanguard and the Boards determined that the Vanguard funds have a legitimate business purpose for disclosing portfolio holdings to the persons described in each of the circumstances set forth in the Policies and Procedures and that the Policies and Procedures are reasonably designed to ensure that disclosure of portfolio holdings and information about portfolio holdings is in the best interests of fund shareholders and appropriately addresses the potential for material conflicts of interest.

The Boards exercise continuing oversight of the disclosure of Vanguard fund portfolio holdings by (1) overseeing the implementation and enforcement of the Policies and Procedures, the Code of Ethics, and the Policies and Procedures Designed to Prevent the Misuse of Inside Information (collectively, the portfolio holdings governing policies) by the chief compliance officer of Vanguard and the Vanguard funds; (2) considering reports and recommendations by the chief compliance officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940) that may arise in connection with any portfolio holdings governing policies; and (3) considering whether to approve or ratify any amendment to any portfolio holdings governing policies. Vanguard and the Boards reserve the right to amend the Policies and Procedures at any time and from time to time without prior notice at their sole discretion. For purposes of the Policies and Procedures, the term “portfolio holdings” means the equity and debt securities (e.g., stocks and bonds) held by a Vanguard fund and does not mean the cash investments, derivatives, and other investment positions (collectively, other investment positions) held by the fund.

Online Disclosure of Ten Largest Stock Holdings

Each actively managed Vanguard fund generally will seek to disclose the fund’s ten largest stock portfolio holdings 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 (quarter-end ten largest stock holdings with weightings) online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 15 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the fund’s ten largest stock portfolio holdings and the percentage of the fund’s 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 fund’s Portfolio & Management page, 15 calendar days after the end of the month. In addition, Vanguard funds generally will seek to disclose the fund’s ten largest stock portfolio holdings and the aggregate percentage of the fund’s total assets (and, for balanced funds, the aggregate percentage of the fund’s 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 fund’s 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.

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Online Disclosure of Complete Portfolio Holdings

Each actively managed Vanguard fund, unless otherwise stated, generally will seek to disclose the fund’s complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 30 calendar days after the end of the calendar quarter. Each Vanguard fund relying on exemptive relief from the Securities and Exchange Commission (SEC) permitting the operation of actively-managed ETFs generally will seek to disclose complete portfolio holdings, including other investment positions, at the beginning of each business day. These portfolio holdings, including other investment positions, will be disclosed online at vanguard.com in the “Portfolio” section of the fund’s Portfolio & Management page. In accordance with Rule 2a-7 under the 1940 Act, each of the Vanguard money market funds will disclose the fund’s complete portfolio holdings as of the last business day of the prior month online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, no later than the fifth business day of the current month. The complete portfolio holdings information for money market funds will remain available online for at least six months after the initial posting. Vanguard Market Neutral Fund and Vanguard Alternative Strategies Fund generally will seek to disclose the Fund’s complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the “Portfolio” section of the Fund’s Portfolio & Management page, 60 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the fund’s complete portfolio holdings as of the end of the most recent month online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 15 calendar days after the end of the month. Online disclosure of complete portfolio holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons. Vanguard will review complete portfolio holdings before disclosure is made and, except with respect to the complete portfolio holdings of the Vanguard money market funds, may withhold any portion of the fund’s complete portfolio holdings from disclosure when deemed to be in the best interests of the fund after consultation with a Vanguard fund’s investment advisor.

Disclosure of Complete Portfolio Holdings to Service Providers Subject to Confidentiality and Trading Restrictions

Vanguard, for legitimate business purposes, may disclose Vanguard fund complete portfolio holdings at times it deems necessary and appropriate to rating and ranking organizations; financial printers; proxy voting service providers; pricing information vendors; issuers of guaranteed investment contracts for stable value portfolios; third parties that deliver analytical, statistical, or consulting services; and other third parties that provide services (collectively, Service Providers) to Vanguard, Vanguard subsidiaries, and/or the Vanguard funds. Disclosure of complete portfolio holdings to a Service Provider is conditioned on the Service Provider being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information.

The frequency with which complete portfolio holdings may be disclosed to a Service Provider, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the Service Provider, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to a Service Provider varies and may be as frequent as daily, with no lag. Disclosure of Vanguard fund complete portfolio holdings by Vanguard to a Service Provider must be authorized by a Vanguard fund officer or a Principal in Vanguard’s Portfolio Review Department or Legal and Compliance Division. 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 discloses Vanguard fund complete portfolio holdings to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown Brothers Harriman & Co.; Canon Business Process Services; FactSet Research Systems Inc.; Innovation Printing & Communications; Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology Group, Inc.; Lipper, Inc.; Markit WSO Corporation; McMunn Associates Inc.; Reuters America Inc.; R.R. Donnelley, Inc.; State Street Bank and Trust Company; Trade Informatics LLC; Triune Color Corporation; and Tursack Printing Inc.

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Disclosure of Complete Portfolio Holdings to Vanguard Affiliates and Certain Fiduciaries Subject to Confidentiality and Trading Restrictions

Vanguard fund complete portfolio holdings may be disclosed between and among the following persons (collectively, Affiliates and Fiduciaries) for legitimate business purposes within the scope of their official duties and responsibilities, subject to such persons’ continuing legal duty of confidentiality and legal duty not to trade on the basis of any material nonpublic information, as such duties are imposed under the Code of Ethics, the Policies and Procedures Designed to Prevent the Misuse of Inside Information, by agreement, or under applicable laws, rules, and regulations: (1) persons who are subject to the Code of Ethics or the Policies and Procedures Designed to Prevent the Misuse of Inside Information; (2) an investment advisor, distributor, administrator, transfer agent, or custodian to a Vanguard fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by Vanguard, a Vanguard subsidiary, or a Vanguard fund; (4) an investment advisor to whom complete portfolio holdings are disclosed for due diligence purposes when the advisor is in merger or acquisition talks with a Vanguard fund’s current advisor; and (5) a newly hired investment advisor or sub-advisor to whom complete portfolio holdings are disclosed prior to the time it commences its duties.

The frequency with which complete portfolio holdings may be disclosed between and among Affiliates and Fiduciaries, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed between and among the Affiliates and Fiduciaries, is determined by such Affiliates and Fiduciaries based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure between and among Affiliates and Fiduciaries varies and may be as frequent as daily, with no lag. Any disclosure of Vanguard fund complete portfolio holdings to any Affiliates and Fiduciaries as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives. Disclosure of Vanguard fund complete portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund to Affiliates and Fiduciaries must be authorized by a Vanguard fund officer or a Principal of Vanguard.

Currently, Vanguard discloses Vanguard fund complete portfolio holdings 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 fund’s Statement of Additional Information.

Disclosure of Portfolio Holdings to Broker-Dealers in the Normal Course of Managing a Fund’s Assets

An investment advisor, administrator, or custodian for a Vanguard fund may, for legitimate business purposes within the scope of its official duties and responsibilities, disclose portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up the fund to one or more broker-dealers during the course of, or in connection with, normal day-to-day securities and derivatives transactions with or through such broker-dealers subject to the broker-dealer’s legal obligation not to use or disclose material nonpublic information concerning the fund’s portfolio holdings, other investment positions, securities transactions, or derivatives transactions without the consent of the fund or its agents. The Vanguard funds have not given their consent to any such use or disclosure and no person or agent of Vanguard is authorized to give such consent except as approved in writing by the Boards of the Vanguard funds. Disclosure of portfolio holdings or other investment positions by Vanguard to broker-dealers must be authorized by a Vanguard fund officer or a Principal of Vanguard.

Disclosure of 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

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information. Disclosure of commentary and analysis or recent portfolio changes by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund must be authorized by a Vanguard fund officer or a Principal of Vanguard.

An Approved Vanguard Representative must make a good faith determination whether the information constitutes material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard believes that in most cases recent portfolio changes that involve a few or even several securities in a diversified portfolio or commentary and analysis would be immaterial and would not convey any advantage to a recipient in making an investment decision concerning a Vanguard fund. Nonexclusive examples of commentary and analysis about a Vanguard fund include (1) the allocation of the fund’s portfolio holdings and other investment positions among various asset classes, sectors, industries, and countries; (2) the characteristics of the stock and bond components of the fund’s portfolio holdings and other investment positions; (3) the attribution of fund returns by asset class, sector, industry, and country; and (4) the volatility characteristics of the fund. 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 Vanguard’s Portfolio Review Department to disclose recent portfolio changes and/or commentary and analysis in accordance with the Policies and Procedures.

Disclosure of Portfolio Holdings, Including Other Investment Positions, in Accordance with SEC Exemptive Orders

Vanguard’s Fund Financial Services unit may disclose to the National Securities Clearing Corporation (NSCC), Authorized Participants, and other market makers the daily portfolio composition files (PCFs) that identify a basket of specified securities that may overlap with the actual or expected portfolio holdings of the Vanguard funds that offer a class of shares known as Vanguard ETF Shares (ETF Funds). Each Vanguard fund relying on exemptive relief from the SEC permitting the operation of actively-managed ETFs generally will seek to disclose complete portfolio holdings, including other investment positions, at the beginning of each business day. These portfolio holdings, including other investment positions, will be disclosed online at vanguard.com in the “Portfolio” section of the fund’s Portfolio & Management page. The disclosure of PCFs and portfolio holdings, including other investment positions, will be in accordance with the terms and conditions of related exemptive orders (Vanguard ETF Exemptive Orders) issued by the SEC, as described in this section.

Unlike the conventional classes of shares issued by ETF Funds, the ETF Shares are listed for trading on a national securities exchange. Each ETF Fund issues and redeems ETF Shares in large blocks, known as “Creation Units.” To purchase or redeem a Creation Unit, an investor must be an “Authorized Participant” or the investor must purchase or redeem through a broker-dealer that is an Authorized Participant. An Authorized Participant is a participant in the Depository Trust Company (DTC) that has executed a “Participant Agreement” with Vanguard Marketing Corporation. Each ETF Fund issues Creation Units in exchange for a “portfolio deposit” consisting of a basket of specified securities (Deposit Securities) and a cash payment (Balancing Amount). Each ETF Fund also redeems Creation Units in kind; an investor who tenders a Creation Unit will receive, as redemption proceeds, a basket of specified securities together with a Balancing Amount.

In connection with the creation and redemption process, and in accordance with the terms and conditions of the Vanguard ETF Exemptive Orders, Vanguard makes available to the NSCC (a clearing agency registered with the SEC and affiliated with the DTC), for dissemination to NSCC participants on each business day prior to the opening of trading on the listing exchange, a PCF containing a list of the names and the required number of shares of each Deposit Security for each ETF Fund. In addition, the listing exchange disseminates (1) continuously throughout the trading day, through the facilities of the Consolidated Tape Association, the market value of an ETF Share; and (2) every 15 seconds throughout the trading day, a calculation of the estimated NAV of an ETF Share (expected to be accurate to within a few basis points). Comparing these two figures allows an investor to determine whether, and to what extent, ETF Shares are selling at a premium or at a discount to NAV. ETF Shares are listed on the exchange and traded on the secondary market in the same manner as other equity securities. The price of ETF Shares trading on the secondary market is based on a current bid/offer market.

In addition to making PCFs available to the NSCC, as previously described, Vanguard’s Fund Financial Services unit may disclose the PCF for any ETF Fund to any person, or online at vanguard.com to all categories of persons, if (1) such disclosure serves a legitimate business purpose and (2) such disclosure does not constitute material nonpublic information. Vanguard’s Fund Financial Services unit must make a good faith determination whether the PCF for any ETF

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Fund constitutes material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard believes that in most cases the PCF for any ETF Fund would be immaterial and would not convey any advantage to the recipient in making an investment decision concerning the ETF Fund, if sufficient time has passed between the date of the PCF and the date on which the PCF is disclosed. Vanguard’s Fund Financial Services unit may, at its sole discretion, determine whether to deny any request for the PCF for any ETF Fund made by any person, and may do so for any reason or for no reason. Disclosure of a PCF must be authorized by a Vanguard fund officer or a Principal in Vanguard’s Fund Financial Services unit.

Disclosure of Portfolio Holdings Related Information to the Issuer of a Security for Legitimate Business Purposes

Vanguard, 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 Vanguard’s Fund Financial Services unit, convincing evidence that the issuer has a legitimate business purpose for such information. Disclosure of this information to an issuer is conditioned on the issuer being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information. The frequency with which portfolio holdings information concerning a security may be disclosed to the issuer of such security, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the issuer, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to an issuer cannot be determined in advance of a specific request and will vary based upon the particular facts and circumstances and the legitimate business purposes, but in unusual situations could be as frequent as daily, with no lag. Disclosure of portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security must be authorized by a Vanguard fund officer or a Principal in Vanguard’s Portfolio Review Department or Legal and Compliance Division.

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, Vanguard’s 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.

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INVESTMENT ADVISORY AND OTHER SERVICES

The Funds receive all investment advisory services from Vanguard through its Fixed Income Group. These services are provided by an experienced advisory staff employed directly by Vanguard. The compensation and other expenses of the advisory staff are allocated among the funds utilizing these services.

During the fiscal years ended October 31, 2016, 2017, and 2018, the Funds incurred the following approximate advisory expenses:

Vanguard Fund  2016  2017  2018 
Municipal Money Market Fund  $3,566,000  $4,473,000  $4,358,000 
Short-Term Tax-Exempt Fund  1,360,000  1,932,000  1,918,000 
Limited-Term Tax-Exempt Fund  2,409,000  3,133,000  3,124,000 
Intermediate-Term Tax-Exempt Fund  5,325,000  6,943,000  7,085,000 
Long-Term Tax-Exempt Fund  1,055,000  1,355,000  1,418,000 
High-Yield Tax-Exempt Fund  1,105,000  1,485,000  1,573,000 
Tax-Exempt Bond Index Fund  37, 000  166,000  373,000 

 

1. Other Accounts Managed

James M. D’Arcy manages Vanguard Intermediate-Term Tax-Exempt Fund; as of October 31, 2018, the Fund held assets of $58 billion. As of October 31, 2018, Mr. D’Arcy also managed all or a portion of 4 other registered investment companies with total assets of $13 billion (none of which had advisory fees based on account performance).

Adam M. Ferguson manages Vanguard Tax-Exempt Bond Index Fund and Vanguard Limited-Term Tax-Exempt Fund; as of October 31, 2018, the Funds collectively held assets of $29.8 billion. As of October 31, 2018, Mr. Ferguson also managed 3 other registered investment companies with total assets of $20.2 billion (none of which had advisory fees based on account performance).

Mathew M. Kiselak manages Vanguard Long-Term Tax-Exempt Fund and Vanguard High-Yield Tax-Exempt Fund; as of October 31, 2018, the Funds collectively held assets of $24.5 billion. As of October 31, 2018, Mr. Kiselak also managed 1 other registered investment company with total assets of $1.8 billion (advisory fees not based on account performance).

Justin A. Schwartz manages Vanguard Municipal Money Market Fund and Vanguard Short-Term Tax-Exempt Fund; as of October 31, 2018, the Funds collectively held assets of $34 billion.

2. Material Conflicts of Interest

At Vanguard, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these accounts may include separate accounts, collective trusts, and offshore funds. Managing multiple funds or accounts may give rise to potential conflicts of interest, including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by trustees and independent third parties. Vanguard has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.

3. Description of Compensation

All Vanguard portfolio managers are Vanguard employees. This section describes the compensation of the Vanguard employees who manage Vanguard mutual funds. As of October 31, 2018, a Vanguard portfolio manager’s compensation generally consists of base salary, bonus, and payments under Vanguard’s long-term incentive compensation program. In addition, portfolio managers are eligible for the standard retirement benefits and health and welfare benefits available to all Vanguard employees. Also, certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Vanguard adopted in the 1980s to restore dollar-for-dollar the benefits of

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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 manager’s base salary is determined by the manager’s experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by Vanguard’s Human Resources Department. A portfolio manager’s base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or in response to a market adjustment of the position.

A portfolio manager’s bonus is determined by a number of factors. One factor is gross, pre-tax performance of the fund relative to expectations for how the fund should have performed, given the fund’s 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 fund’s portfolio. For each Fund (other than Vanguard Municipal Money Market Fund and Vanguard Tax-Exempt Bond Index Fund), the performance factor depends on how successfully the portfolio manager outperforms these expectations and maintains the risk parameters of the Fund generally over a three-year period. For the Municipal Money Market Fund, the performance factor depends on how successfully the portfolio manager maintains the credit quality of the Fund and, consequently, how the Fund performs relative to the expectations described above over a one-year period. For the Tax-Exempt Bond Index Fund, the performance factor depends on how closely the portfolio manager tracks the Fund’s benchmark index over a one-year period. Additional factors include the portfolio manager’s contributions to the investment management functions within the sub-asset class, contributions to the development of other investment professionals and supporting staff, and overall contributions to strategic planning and decisions for the investment group. The target bonus is expressed as a percentage of base salary. The actual bonus paid may be more or less than the target bonus, based on how well the manager satisfies the objectives 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 Vanguard’s long-term incentive compensation plan based on their years of service, job level, and, if applicable, management responsibilities. Each year, Vanguard’s independent directors determine the amount of the long-term incentive compensation award for that year based on the investment performance of the Vanguard funds relative to competitors and Vanguard’s operating efficiencies in providing services to the Vanguard funds.

4. Ownership of Securities

Vanguard employees, including portfolio managers, allocate their investments among the various Vanguard funds or collective investment trusts that may invest in Vanguard funds based on their own individual investment needs and goals. Vanguard employees, as a group, invest a sizable portion of their personal assets in Vanguard funds. As of October 31, 2018, Vanguard employees collectively invested more than $6.4 billion in Vanguard funds or collective investment trusts that may invest in Vanguard funds.

As of October 31, 2018, Mr. Ferguson owned shares of Vanguard Limited-Term Tax-Exempt Fund in the $50,001–$100,000 range and Mr. D’Arcy owned shares of Vanguard Intermediate-Term Tax-Exempt Fund in an amount exceeding $100,000. None of the other named portfolio managers owned any shares of the Funds they managed.

Duration and Termination of Investment Advisory Agreement

Vanguard provides investment advisory services to the Funds 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

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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.

The types of securities in which the Funds invest are generally purchased and sold in principal transactions, meaning that the Funds normally purchase securities directly from the issuer or a primary market-maker acting as principal for the securities on a net basis. Explicit brokerage commissions are not paid on these transactions, although purchases of new issues from underwriters of securities typically include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market-makers typically include a dealer’s markup (i.e., a spread between the bid and the asked prices). Brokerage commissions are paid, however, in connection with opening and closing out futures positions.

As previously explained, the types of securities that the Funds purchase do not normally involve the payment of explicit brokerage commissions. If any such brokerage commissions are paid, however, the advisor will evaluate their reasonableness by considering (1) historical commission rates; (2) rates that other institutional investors are paying, based upon publicly available information; (3) rates quoted by brokers and dealers; (4) the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; (5) the complexity of a particular transaction in terms of both execution and settlement; (6) the level and type of business done with a particular firm over a period of time; and (7) the extent to which the broker or dealer has capital at risk in the transaction.

During the fiscal years ended October 31, 2016, 2017, and 2018, the Funds (other than Vanguard Municipal Money Market Fund) paid the following approximate amounts in brokerage commissions:

Vanguard Fund  2016  2017  2018 
Short-Term Tax-Exempt Fund1  $52,000  $127,000  $158,000 
Limited-Term Tax-Exempt Fund1  157,000  344,000  318,000 
Intermediate-Term Tax-Exempt Fund1  438,000  605,000  719,000 
Long-Term Tax-Exempt Fund1  76,000  113,000  139,000 
High-Yield Tax-Exempt Fund1  81,000  129,000  161,000 
Tax-Exempt Bond Index Fund  0  0  0 
1 The increase in brokerage commissions in 2017 is attributed to an increase in future trades.       

 

During the fiscal years ended October 31, 2016, 2017, and 2018, Vanguard Municipal Money Market Fund did not pay any brokerage commissions.

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 advisor. If such securities are compatible with the investment policies of a Fund and one or more of the 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, certain derivatives markets, certain international markets, and certain issuers that limit ownership by a single shareholder or

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group of related shareholders, 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 or ownership waivers 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. If a Fund is required to limit its investment in a particular issuer, the Fund may seek to obtain economic exposure to that issuer through alternative means, such as through a derivative, which may be more costly than owning securities of the issuer directly.

As of October 31, 2018, each Fund held no securities of its “regular brokers or dealers,” as that term is defined in Rule 10b-1 of the 1940 Act.

VANGUARD’S PROXY VOTING GUIDELINES

The Board of Trustees (the Board) of each Vanguard fund has adopted proxy voting procedures and guidelines to govern proxy voting by the fund. The Board has delegated oversight of proxy voting to the Investment Stewardship Oversight Committee (the Committee), made up of senior officers of Vanguard and subject to the procedures and guidelines described below. The Committee reports directly to the Board. Vanguard is subject to these procedures and guidelines to the extent that they call for Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the guidelines have also been approved by the Board of Directors of Vanguard.

The overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a fund’s investments—and those of fund shareholders—over 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 fund’s and its shareholders’ best interests. These circumstances may arise, for example, if the expected cost of voting exceeds the expected benefits of voting, if exercising the vote would result in the imposition of trading or other restrictions, or if a fund (or all Vanguard funds in the aggregate) were to own more than the permissible maximum percentage of a company’s stock (as determined by the company’s 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 company’s board, absent guidelines or other specific facts that would support a vote against management. In all cases, however, the ultimate decision rests with the members of the Committee, who are accountable to the fund’s Board.

While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Committee will evaluate the issue and cast the fund’s vote in a manner that, in the Committee’s view, will maximize the value of the fund’s investment, subject to the individual circumstances of the fund.

I. The Board of Directors

A. Election of directors

Good governance starts with a majority-independent board, whose key committees are made up entirely of independent directors. As such, companies should attest to the independence of directors who serve on the Compensation,

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Nominating, and Audit committees. In any instance in which a director is not categorically independent, the basis for the independence determination should be clearly explained in the proxy statement.

While the funds will generally support the board’s nominees, we will consider a company’s specific circumstances in the context of relevant exchange rules and local governance codes, where applicable, in determining the fund’s vote. The following factors will be taken into account in determining each fund’s vote:

Factors for approval  Factors against approval 
Nominated slate results in board made up of a majority of  Nominated slate results in board made up of a majority of 
independent directors.  non-independent directors. 
All members of Audit, Nominating, and Compensation  Audit, Nominating, and/or Compensation committees include 
committees are independent of management.  non-independent members. 
  Incumbent board member failed to attend at least 75% of meetings 
  in the previous year. 
  Actions of committee(s) on which nominee serves are inconsistent with 
  other guidelines (e.g., excessive equity grants, substantial non-audit fees, 
  lack of board independence). 
  Actions of committee(s) on which nominee serves demonstrate serious 
  failures of governance (e.g., unilaterally acting to significantly reduce 
  shareholder rights, failure to respond to previous vote results for directors 
  and shareholder proposals). 

 

B. Contested director elections

In the case of contested board elections, we will evaluate the nominees’ qualifications, the performance of the incumbent board, and the rationale behind the dissidents’ campaign, to determine the outcome that we believe will maximize shareholder value.

C. Classified boards

The funds will generally support proposals to declassify existing boards (whether proposed by management or shareholders), and will block efforts by companies to adopt classified board structures in which only part of the board is elected each year.

D. Proxy access

We believe that long-term investors may benefit from having proxy access, or the opportunity to place director nominees on a company’s proxy ballot. In our view, this improves shareholders’ ability to participate in director elections while potentially enhancing boards’ accountability and responsiveness to shareholders.

That said, we also believe that proxy access provisions should be appropriately limited to avoid abuse by investors who lack a meaningful long-term interest in the company. As such, we generally believe that a shareholder or group of shareholders representing 3% of a company’s outstanding shares held for at least three years should be able to nominate directors for up to 20% of the seats on the board.

We will review proposals regarding proxy access case by case. The funds will be most likely to support access provisions with the terms described above, but they may support different thresholds based on a company’s other governance provisions, as well as other relevant factors.

II. Approval of Independent Auditors

The relationship between the company and its auditors should be limited primarily to the audit, although it may include certain closely related activities that do not, in the aggregate, raise any appearance of impaired independence. The funds will generally support management’s recommendation for the ratification of the auditor, except in instances in which audit and audit-related fees make up less than 50% of the total fees paid by the company to the audit firm. We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with the company (regardless of its size relative to the audit fee) to determine whether independence has been compromised.

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III. Compensation Issues

A. Stock-based compensation plans

Appropriately designed stock-based compensation plans, administered by an independent committee of the board and approved by shareholders, can be an effective way to align the interests of long-term shareholders with the interests of management, employees, and directors. The funds oppose plans that substantially dilute their ownership interest in the company, provide participants with excessive awards, or have inherently objectionable structural features.

An independent compensation committee should have significant latitude to deliver varied compensation to motivate the company’s employees. However, we will evaluate compensation proposals in the context of several factors (a company’s industry, market capitalization, competitors for talent, etc.) to determine whether a particular plan or proposal balances the perspectives of employees and the company’s other shareholders. We will evaluate each proposal on a case-by-case basis, taking all material facts and circumstances into account.

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.   

 

B. Bonus plans

Bonus plans, which must be periodically submitted for shareholder approval to qualify for deductibility under Section 162(m) of the Internal Revenue Code, 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 company’s 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 instances—particularly in the event of a change in control—in which severance arrangements may be appropriate. Severance benefits payable upon a change of control AND an executive’s 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

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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.

The funds’ positions on a number of the most commonly presented issues in this area are as follows:

A. Shareholder rights plans (“poison pills)

A company’s adoption of a so-called poison pill effectively limits a potential acquirer’s ability to buy a controlling interest without the approval of the target’s board of directors. Such a plan, in conjunction with other takeover defenses, may serve to entrench incumbent management and directors. However, in other cases, a poison pill may force a suitor to negotiate with the board and result in the payment of a higher acquisition premium.

In general, shareholders should be afforded the opportunity to approve shareholder rights plans within a year of their adoption. This provides the board with the ability to put a poison pill in place for legitimate defensive purposes, subject to subsequent approval by shareholders. In evaluating the approval of proposed shareholder rights plans, we will consider the following factors:

Factors for approval  Factors against approval 
Plan is relatively short term (3-5 years).  Plan is long term (>5 years). 
Plan requires shareholder approval for renewal.  Renewal of plan is automatic or does not require shareholder approval. 
Plan incorporates review by a committee of independent  Board with limited independence. 
directors at least every three years (so-called TIDE provisions).   
Ownership trigger is reasonable (15-20%).  Ownership trigger is less than 15%. 
Highly independent, non-classified board.  Classified board. 
Plan includes permitted-bid/qualified-offer feature (chewable   
pill) that mandates a shareholder vote in certain situations.   

 

B. Increase in authorized shares

The funds are supportive of companies seeking to increase authorized share amounts that do not potentially expose shareholders to excessive dilution. We will generally approve increases of up to 50% of the current share authorization, but will also consider a company’s specific circumstances and market practices.

C. Cumulative voting

The funds are generally opposed to cumulative voting under the premise that it allows shareholders a voice in director elections that is disproportionate to their economic investment in the corporation.

D. Supermajority vote requirements

The funds support shareholders’ ability to approve or reject matters presented for a vote based on a simple majority. Accordingly, the funds will support proposals to remove supermajority requirements and oppose proposals to impose them.

E. Right to call meetings and act by written consent

The funds support shareholders’ right to call special meetings of the board (for good cause and with ample representation) and to act by written consent. The funds will generally vote for proposals to grant these rights to shareholders and against proposals to abridge them.

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F. Confidential voting

The integrity of the voting process is enhanced substantially when shareholders (both institutions and individuals) can vote without fear of coercion or retribution based on their votes. As such, the funds support proposals to provide confidential voting.

G. Dual classes of stock

We are opposed to dual class capitalization structures that provide disparate voting rights to different groups of shareholders with similar economic investments. We will oppose the creation of separate classes with different voting rights and will support the dissolution of such classes.

V. Environmental and Social Proposals

Proposals in this category, initiated primarily by shareholders, typically request that a company enhance its disclosure or amend certain business practices. The funds will evaluate these proposals in the context of our view that a company’s board has ultimate responsibility for providing effective ongoing oversight of relevant sector- and company-specific risks, including those related to environmental and social matters. The funds will evaluate each proposal on its merits and support those where we believe there is a logically demonstrable linkage between the specific proposal and long-term shareholder value of the company. Some of the factors considered when evaluating these proposals include the materiality of the issue, the quality of the current disclosures/business practices, and any progress by the company toward the adoption of best practices and/or industry norms.

VI. Voting in Markets Outside the United States

Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which the funds may invest. Each fund’s votes will be used, where applicable, to advocate for improvements in governance and disclosure by each fund’s portfolio companies. We will evaluate issues presented to shareholders for each fund’s foreign holdings in the context with the guidelines described above, as well as local market standards and best practices. The funds will cast their votes in a manner believed to be philosophically consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances in which the funds elect not to vote, as described below.

Many other markets require that securities be “blocked” or reregistered to vote at a company’s meeting. Absent an issue of compelling economic importance, we will generally not subject the fund to the loss of liquidity imposed by these requirements.

The costs of voting (e.g., custodian fees, vote agency fees) in other 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 company’s 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 company’s 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 company’s 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 issuer’s voting securities above certain limits or may impose other restrictions on owners of more than a certain percentage of a regulated issuer’s voting shares. The Board has authorized the funds to vote shares above these limits in the same proportion as votes cast by the issuer’s entire shareholder base (i.e., mirror vote) or to refrain from voting excess shares if mirror voting is not practicable.

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VIII. Voting on a Fund’s Holdings of Other Vanguard Funds

Certain Vanguard funds (owner funds) may, from time to time, own shares of other Vanguard funds (underlying funds). If an underlying fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the owner funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund.

IX. Investment Stewardship Team

The Board has delegated the day-to-day operation of the funds’ proxy voting process to the Investment Stewardship Team, 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 Investment Stewardship 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 Board’s or the Committee’s discretion, such action is warranted.

The Investment Stewardship Team performs the following functions: (1) managing and conducting due diligence of proxy voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals using factors described in the guidelines; (4) determining and addressing potential or actual conflicts of interest that may be presented by a particular proxy; and (5) voting proxies. The Investment Stewardship Team also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.

X. Investment Stewardship 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 Investment Stewardship Team to provide reports and other guidance to the Board regarding proxy voting by the funds. The Committee has an obligation to conduct its meetings and exercise its decision-making authority subject to the fiduciary standards of good faith, fairness, and Vanguard’s Code of Ethics. The Committee shall authorize proxy votes that the Committee determines, at its sole discretion, to be in the best interests of each fund’s shareholders. In determining how to apply the guidelines to a particular factual situation, the Committee may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.

The Board may review these procedures and guidelines and modify them from time to time.

To 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, log on to vanguard.com or visit the SEC’s website at www.sec.gov.

INFORMATION ABOUT THE ETF SHARE CLASS

Vanguard Tax-Exempt Bond Index Fund (the ETF Fund) offers and issues an exchange-traded class of shares called ETF Shares. The ETF Fund issues and redeems ETF Shares in large blocks, known as “Creation Units.” For the Fund, the number of ETF Shares in a Creation Unit is 50,000.

To purchase or redeem a Creation Unit, you must be an Authorized Participant or you must transact through a broker that is an Authorized Participant. An Authorized Participant is a participant in the Depository Trust Company (DTC) that has executed a Participant Agreement with Vanguard Marketing Corporation, the Fund’s Distributor (the Distributor). For a current list of Authorized Participants, contact the Distributor.

Investors that are not Authorized Participants must hold ETF Shares in a brokerage account. As with any stock traded on an exchange through a broker, purchases and sales of ETF Shares will be subject to usual and customary brokerage commissions.

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The ETF Fund issues Creation Units in kind in exchange for a basket of securities that are part of—or soon to be part of—its target index (Deposit Securities). The ETF Fund also redeems Creation Units in kind; an investor who tenders a Creation Unit will receive, as redemption proceeds, a basket of securities that are part of the Fund’s portfolio holdings (Redemption Securities). As part of any creation or redemption transaction, the investor will either pay or receive some cash in addition to the securities, as described more fully on the following pages. The ETF Fund reserves the right to issue Creation Units for cash, rather than in kind.

Exchange Listing and Trading

The ETF Shares have been approved for listing on a national securities exchange and will trade on the exchange at market prices that may differ from net asset value (NAV). There can be no assurance that, in the future, ETF Shares will continue to meet all of the exchange’s listing requirements. The exchange will institute procedures to delist the Fund’s ETF Shares if the Fund’s ETF Shares do not continuously comply with the exchange’s listing rules. The exchange will also delist the Fund’s ETF Shares upon termination of the ETF share class.

The exchange disseminates, through the facilities of the Consolidated Tape Association, an updated “indicative optimized portfolio value” (IOPV) for the ETF Fund as calculated by an information provider. The ETF Fund is not involved with or responsible for the calculation or dissemination of the IOPVs, and it makes no warranty as to the accuracy of the IOPVs. An IOPV for the Fund’s ETF Shares is disseminated every 15 seconds during regular exchange trading hours. An IOPV has a securities value component and a cash component. The securities values included in an IOPV are based on the real-time market prices of the Deposit Securities for the Fund’s ETF Shares. The IOPV is designed as an estimate of the ETF Fund’s NAV at a particular point in time, but it is only an estimate and should not be viewed as the actual NAV, which is calculated once each day.

Conversions and Exchanges

Owners of conventional shares (i.e., not exchange-traded shares) issued by the ETF Fund may convert those shares to ETF Shares of equivalent value of the ETF Fund. Please note that investors who own conventional shares through a 401(k) plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or purchased on the secondary market, cannot be converted to conventional shares by a shareholder. Also, ETF Shares of one fund cannot be exchanged for ETF Shares of another fund.

Investors that are not Authorized Participants must hold ETF Shares in a brokerage account. Thus, before converting conventional shares to ETF Shares, an investor must have an existing, or open a new, brokerage account. This account may be with Vanguard Brokerage Services or with any other brokerage firm. To initiate a conversion of conventional shares to ETF Shares, an investor must contact his or her broker.

Vanguard Brokerage Services does not impose a fee on conversions from Vanguard conventional shares to Vanguard ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in the future, to impose a transaction fee on conversions or to limit or terminate the conversion privilege.

Converting conventional shares to ETF Shares is generally accomplished as follows. First, after the broker notifies Vanguard of an investor’s request to convert, Vanguard will transfer conventional shares from the investor’s account with Vanguard to the broker’s omnibus account with Vanguard (an account maintained by the broker on behalf of all its customers who hold conventional Vanguard fund shares through the broker). After the transfer, Vanguard’s records will reflect the broker, not the investor, as the owner of the shares. Next, the broker will instruct Vanguard to convert the appropriate number or dollar amount of conventional shares in its omnibus account to ETF Shares of equivalent value, based on the respective NAVs of the two share classes. The ETF Fund’s transfer agent will reflect ownership of all ETF Shares in the name of the DTC. The DTC will keep track of which ETF Shares belong to the broker, and the broker, in turn, will keep track of which ETF Shares belong to its customers.

Because the DTC is unable to handle fractional shares, only whole shares can be converted. For example, if the investor owned 300.25 conventional shares, and this was equivalent in value to 90.75 ETF Shares, the DTC account would receive 90 ETF Shares. Conventional shares with a value equal to 0.75 ETF Shares (in this example, that would be 2.481 conventional shares) would remain in the broker’s omnibus account with Vanguard. The broker then could either (1) take certain internal actions necessary to credit the investor’s account with 0.75 ETF Shares or (2) redeem the 2.481 conventional shares for cash at NAV and deliver that cash to the investor’s account. If the broker chose to redeem the

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conventional shares, the investor would realize a gain or loss on the redemption that must be reported on his or her tax return (unless the shares are held in an IRA or other tax-deferred account). An investor should consult his or her broker for information on how the broker will handle the conversion process, including whether the broker will impose a fee to process a conversion.

The conversion process works differently for investors who opt to hold ETF Shares through an account at Vanguard Brokerage Services. Investors who convert their conventional shares to ETF Shares through Vanguard Brokerage Services will have all conventional shares for which they request conversion converted to the equivalent dollar value of ETF Shares. Because no fractional shares will have to be sold, the transaction will not be taxable.

Here are some important points to keep in mind when converting conventional shares of the ETF Fund to ETF Shares:

n The conversion process can take anywhere from several days to several weeks, depending on the broker. Vanguard generally will process conversion requests either on the day they are received or on the next business day. Vanguard imposes conversion blackout windows around the dates when the ETF Fund declares dividends. This is necessary to prevent a shareholder from collecting a dividend from both the conventional share class currently held and also from the ETF share class to which the shares will be converted.

n During the conversion process, an investor will remain fully invested in the Fund’s conventional shares, and the investment will increase or decrease in value in tandem with the NAV of those shares.

n The conversion transaction is nontaxable except, if applicable, to the very limited extent previously described.

n During the conversion process, an investor will be able to liquidate all or part of an investment by instructing Vanguard or the broker (depending on whether the shares are held in the investor’s account or the broker’s omnibus account) to redeem the conventional shares. After the conversion process is complete, an investor will be able to liquidate all or part of an investment by instructing the broker to sell the ETF Shares.

Book Entry Only System

ETF Shares issued by the ETF Fund are registered in the name of the DTC or its nominee, Cede & Co., and deposited with, or on behalf of, the DTC. The DTC is a limited-purpose trust company that was created to hold securities of its participants (DTC Participants) and to facilitate the clearance and settlement of transactions among them through electronic book-entry changes in their accounts, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. The DTC is a subsidiary of the Depository Trust and Clearing Corporation (DTCC), which is owned by certain participants of the DTCC’s subsidiaries, including the DTC. Access to the DTC system is also available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (Indirect Participants).

Beneficial ownership of ETF Shares is limited to DTC Participants, Indirect Participants, and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in ETF Shares (owners of such beneficial interests are referred to herein as Beneficial Owners) is shown on, and the transfer of ownership is effected only through, records maintained by the DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from, or through, the DTC Participant a written confirmation relating to their purchase of ETF Shares. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities. Such laws may impair the ability of certain investors to acquire beneficial interests in ETF Shares.

The ETF Fund recognizes the DTC or its nominee as the record owner of all ETF Shares for all purposes. Beneficial Owners of ETF Shares are not entitled to have ETF Shares registered in their names and will not receive or be entitled to physical delivery of share certificates. Each Beneficial Owner must rely on the procedures of the DTC and any DTC Participant and/or Indirect Participant through which such Beneficial Owner holds its interests to exercise any rights of a holder of ETF Shares.

Conveyance of all notices, statements, and other communications to Beneficial Owners is effected as follows. The DTC will make available to the ETF Fund, upon request and for a fee, a listing of the ETF Shares of the Fund held by each DTC Participant. The ETF Fund shall obtain from each DTC Participant the number of Beneficial Owners holding ETF Shares, directly or indirectly, through the DTC Participant. The ETF Fund shall provide each DTC Participant with copies of such notice, statement, or other communication, in form, in number, and at such place as the DTC Participant may reasonably request, in order that these communications may be transmitted by the DTC Participant, directly or indirectly, to the

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Beneficial Owners. In addition, the ETF Fund shall pay to each DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, subject to applicable statutory and regulatory requirements.

Share distributions shall be made to the DTC or its nominee as the registered holder of all ETF Shares. The DTC or its nominee, upon receipt of any such distributions, shall immediately credit the DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in ETF Shares of the ETF Fund as shown on the records of the DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of ETF Shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants.

The ETF Fund has no responsibility or liability for any aspects of the records relating to or notices to Beneficial Owners; for payments made on account of beneficial ownership interests in such ETF Shares; for maintenance, supervision, or review of any records relating to such beneficial ownership interests; or for any other aspect of the relationship between the DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.

The DTC may determine to discontinue providing its service with respect to ETF Shares at any time by giving reasonable notice to the ETF Fund and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the ETF Fund shall take action either to find a replacement for the DTC to perform its functions at a comparable cost or, if such replacement is unavailable, to issue and deliver printed certificates representing ownership of ETF Shares, unless the ETF Fund makes other arrangements with respect thereto satisfactory to the exchange.

Purchase and Issuance of ETF Shares in Creation Units

Except for conversions to ETF Shares from conventional shares, the ETF Fund issues and sells ETF Shares only in Creation Units on a continuous basis through the Distributor, without a sales load, at its NAV next determined after receipt of an order in proper form on any business day. The ETF Fund does not issue fractional Creation Units.

A business day is any day on which the NYSE is open for business. As of the date of this Statement of Additional Information, the NYSE observes the following U.S. holidays: New Year’s Day; Martin Luther King, Jr., Day; Presidents’ Day (Washington’s Birthday); Good Friday; Memorial Day (observed); Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.

Fund Deposit. The consideration for purchase of a Creation Unit from the ETF Fund generally consists of the in-kind deposit of a designated portfolio of securities (Deposit Securities) and an amount of cash (Cash Component) consisting of a purchase balancing amount and a transaction fee (both described in the following paragraphs). Together, the Deposit Securities and the Cash Component constitute the fund deposit.

The purchase balancing amount is an amount equal to the difference between the NAV of a Creation Unit and the market value of the Deposit Securities (Deposit Amount). It ensures that the NAV of a fund deposit (not including the transaction fee) is identical to the NAV of the Creation Unit it is used to purchase. If the purchase balancing amount is a positive number (i.e., the NAV per Creation Unit exceeds the market value of the Deposit Securities), then that amount will be paid by the purchaser to the ETF Fund in cash. If the purchase balancing amount is a negative number (i.e., the NAV per Creation Unit is less than the market value of the Deposit Securities), then that amount will be paid by the ETF Fund to the purchaser in cash (except as offset by the transaction fee).

Vanguard, through the National Securities Clearing Corporation (NSCC), makes available after the close of each business day a list of the names and the number of shares of each Deposit Security to be included in the next business day’s fund deposit for the ETF Fund (subject to possible amendment or correction). The ETF Fund reserves the right to accept a nonconforming fund deposit.

The identity and number of shares of the Deposit Securities required for a fund deposit may change from one day to another to reflect rebalancing adjustments, corporate actions, and interest payments on underlying bonds or to respond to adjustments to the weighting or composition of the component securities of the relevant target index.

In addition, the ETF Fund reserves the right to permit or require the substitution of an amount of cash—referred to as “cash-in-lieu”—to be added to the Cash Component to replace any Deposit Security. This might occur, for example, if a

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Deposit Security is not available in sufficient quantity for delivery, is not eligible for transfer through the applicable clearance and settlement system, or is not eligible for trading by an Authorized Participant or the investor for which an Authorized Participant is acting. Trading costs incurred by the ETF Fund in connection with the purchase of Deposit Securities with cash-in lieu amounts will be an expense of the ETF Fund. However, Vanguard may adjust the transaction fee to protect existing shareholders from this expense.

All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility, and acceptance for deposit of any securities to be delivered shall be determined by the ETF Fund, and the ETF Fund’s determination shall be final and binding.

Procedures for Purchasing Creation Units. To initiate a purchase order for a Creation Unit, an Authorized Participant must submit an order in proper form to the Distributor and such order must be received by the Distributor prior to the closing time of regular trading of the NYSE (Closing Time) (ordinarily 4 p.m. Eastern time) to receive that day’s NAV. Authorized Participants must transmit orders using a transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement.

Neither the Trust, the ETF Fund, the Distributor, nor any affiliated party will be liable to an investor who is unable to submit a purchase order by Closing Time, even if the problem is the responsibility of one of those parties (e.g., the Distributor‘s phone or email systems were not operating properly).

If you are not an Authorized Participant, you must place your purchase order in an acceptable form with an Authorized Participant. The Authorized Participant may request that you make certain representations or enter into agreements with respect to the order (e.g., to provide for payments of cash when required).

Placement of Purchase Orders. An Authorized Participant must deliver the cash and government securities portion of a fund deposit through the Federal Reserve’s Fedwire System and the corporate securities portion of a fund deposit through the DTC. If a fund deposit is incomplete on the second business day after the trade date (the trade date is the date on which the trade actually takes place or “T”; two business days after the trade is known as “T+2”) because of the failed delivery of one or more of the Deposit Securities, the ETF Fund shall be entitled to cancel the purchase order.

The ETF Fund may issue Creation Units in reliance on the Authorized Participant’s undertaking to deliver the missing Deposit Securities at a later date. Such undertaking shall be secured by the delivery and maintenance of cash collateral in an amount determined by the ETF Fund in accordance with the terms of the Participant Agreement.

Rejection of Purchase Orders. The ETF Fund reserves the absolute right to reject a purchase order. By way of example, and not limitation, the ETF Fund will reject a purchase order if:

n The order is not in proper form.

n The Deposit Securities delivered are not the same (in name or amount) as the published basket.

n Acceptance of the Deposit Securities would have certain adverse tax consequences to the ETF Fund. n Acceptance of the fund deposit would, in the opinion of counsel, be unlawful.

n Acceptance of the fund deposit would otherwise, at the discretion of the ETF Fund or Vanguard, have an adverse effect on the Fund or any of its shareholders.

n Circumstances outside the control of the ETF Fund, the Trust, the transfer agent, the custodian, the Distributor, and Vanguard make it for all practical purposes impossible to process the order. Examples include, but are not limited to, natural disasters, public service disruptions, or utility problems such as fires, floods, extreme weather conditions, and power outages resulting in telephone, telecopy, and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the aforementioned parties as well as the DTC, the NSCC, the Federal Reserve, or any other participant in the purchase process; and similar extraordinary events.

If a purchase order is rejected, the Distributor shall notify the Authorized Participant that submitted the order. The ETF Fund, the Trust, the transfer agent, the custodian, the Distributor, and Vanguard are under no duty, however, to give notification of any defects or irregularities in the delivery of a fund deposit, nor shall any of them incur any liability for the failure to give any such notification.

Transaction Fee on Purchases of Creation Units. The ETF Fund may impose a transaction fee (payable to the Fund) to compensate the Fund for costs associated with the issuance of Creation Units. The amount of the fee, which

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may be changed by Vanguard from time to time at its sole discretion, is made available daily to Authorized Participants, market makers, and other interested parties through Vanguard’s proprietary portal system. When the ETF Fund permits (or requires) a purchaser to substitute cash in lieu of depositing one or more Deposit Securities, the purchaser may be assessed an additional charge on the cash-in-lieu portion of its investment. The amount of this charge will be disclosed to investors before they place their orders. The amount will be determined by the ETF Fund at its sole discretion but will not be more than the Fund’s good faith estimate of the costs it will incur investing the cash in lieu, which may include, if applicable, market-impact costs. The maximum transaction fee on purchases of Creation Units, including any additional charges as described, shall be 2% of the value of the Creation Units.

Redemption of ETF Shares in Creation Units

To be eligible to place a redemption order, you must be an Authorized Participant. Investors that are not Authorized Participants must make appropriate arrangements with an Authorized Participant in order to redeem a Creation Unit.

ETF Shares may be redeemed only in Creation Units. Investors should expect to incur transaction costs in connection with assembling a sufficient number of ETF Shares to constitute a redeemable Creation Unit. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Redemption requests received on a business day in good order will receive the NAV next determined after the request is made.

Unless cash redemptions are available or specified for the ETF Fund, an investor tendering a Creation Unit generally will receive redemption proceeds consisting of (1) a basket of Redemption Securities; plus (2) a redemption balancing amount in cash equal to the difference between (x) the NAV of the Creation Unit being redeemed, as next determined after receipt of a request in proper form, and (y) the value of the Redemption Securities; less (3) a transaction fee. If the Redemption Securities have a value greater than the NAV of a Creation Unit, the redeeming investor will pay the redemption balancing amount in cash to the ETF Fund rather than receive such amount from the Fund.

Vanguard, through the NSCC, makes available after the close of each business day a list of the names and the number of shares of each Redemption Security to be included in the next business day’s redemption basket for the ETF Fund (subject to possible amendment or correction). The basket of Redemption Securities provided to an investor redeeming a Creation Unit may not be identical to the basket of Deposit Securities required of an investor purchasing a Creation Unit. If the ETF Fund and a redeeming investor mutually agree, the Fund may provide the investor with a basket of Redemption Securities that differs from the composition of the redemption basket published through the NSCC.

The ETF Fund reserves the right to deliver cash in lieu of any Redemption Security for the same reason it might accept cash in lieu of a Deposit Security, as previously discussed, or if the ETF Fund could not lawfully deliver the security or could not do so without first registering such security under federal or state law.

Neither the Trust, the ETF Fund, the Distributor, nor any affiliated party will be liable to an investor who is unable to submit a redemption order by Closing Time, even if the problem is the responsibility of one of those parties (e.g., the Distributor’s phone or email systems were not operating properly).

Transaction Fee on Redemptions of Creation Units. The ETF Fund may impose a transaction fee (payable to the Fund) to compensate the Fund for costs associated with the redemption of Creation Units. The amount of the fee, which may be changed by Vanguard from time to time at its sole discretion, is made available daily to Authorized Participants, market makers, and other interested parties through Vanguard’s proprietary portal system. For Creation Unit redemptions, unlike purchases, the ETF Fund does not impose an additional charge on investors who receive cash in lieu of one or more Redemption Securities. The maximum transaction fee on redemptions of Creation Units shall be 2% of the value of the Creation Units.

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Placement of Redemption Orders. To initiate a redemption order for a Creation Unit, an Authorized Participant must submit such order in proper form to the Distributor before Closing Time in order to receive that day’s NAV. Authorized Participants must transmit orders using a transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement.

If on the settlement date (typically T+2) an Authorized Participant has failed to deliver all of the Vanguard ETF Shares it is seeking to redeem, the ETF Fund shall be entitled to cancel the redemption order. Alternatively, the ETF Fund may deliver to the Authorized Participant the full complement of Redemption Securities and cash in reliance on the Authorized Participant’s undertaking to deliver the missing ETF Shares at a later date. Such undertaking shall be secured by the Authorized Participant’s delivery and maintenance of cash collateral in accordance with collateral procedures that are part of the Participant Agreement. In all cases the ETF Fund shall be entitled to charge the Authorized Participant for any costs (including investment losses, attorney’s fees, and interest) incurred by the ETF Fund as a result of the late delivery or failure to deliver.

If an Authorized Participant, or a redeeming investor acting through an Authorized Participant, is subject to a legal restriction with respect to a particular security included in the basket of Redemption Securities, such investor may be paid an equivalent amount of cash in lieu of the security. In addition, the ETF Fund reserves the right to redeem Creation Units partially for cash to the extent that the Fund could not lawfully deliver one or more Redemption Securities or could not do so without first registering such securities under federal or state law.

Suspension of Redemption Rights. The right of redemption may be suspended or the date of payment postponed with respect to the ETF Fund (1) for any period during which the NYSE or listing exchange is closed (other than customary weekend and holiday closings), (2) for any period during which trading on the NYSE or listing exchange is suspended or restricted, (3) for any period during which an emergency exists as a result of which disposal of the Fund’s portfolio securities or determination of its NAV is not reasonably practical, or (4) in such other circumstances as the SEC permits.

Precautionary Notes

A precautionary note to retail investors: The DTC or its nominee will be the registered owner of all outstanding ETF Shares. Your ownership of ETF Shares will be shown on the records of the DTC and the DTC Participant broker through which you hold the shares. Vanguard will not have any record of your ownership. Your account information will be maintained by your broker, which will provide you with account statements, confirmations of your purchases and sales of ETF Shares, and tax information. Your broker also will be responsible for distributing income and capital gains distributions and for ensuring that you receive shareholder reports and other communications from the fund whose ETF Shares you own. You will receive other services (e.g., dividend reinvestment and average cost information) only if your broker offers these services.

A precautionary note to purchasers of Creation Units: You should be aware of certain legal risks unique to investors purchasing Creation Units directly from the issuing fund.

Because new ETF Shares may be issued on an ongoing basis, a “distribution” of ETF Shares could be occurring at any time. Certain activities that you perform as a dealer could, depending on the circumstances, result in your being deemed a participant in the distribution in a manner that could render you a statutory underwriter and subject you to the prospectus delivery and liability provisions of the Securities Act of 1933 (the 1933 Act). For example, you could be deemed a statutory underwriter if you purchase Creation Units from the issuing fund, break them down into the constituent ETF Shares, and sell those shares directly to customers or if you choose to couple the creation of a supply of new ETF Shares with an active selling effort involving solicitation of secondary market demand for ETF Shares. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person’s activities, and the examples mentioned here should not be considered a complete description of all the activities that could cause you to be deemed an underwriter.

Dealers who are not “underwriters” but are participating in a distribution (as opposed to engaging in ordinary secondary-market transactions), and thus dealing with ETF Shares as part of an “unsold allotment” within the meaning of Section 4(3)(C) of the 1933 Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the 1933 Act.

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A precautionary note to shareholders redeeming Creation Units: An Authorized Participant that is not a “qualified institutional buyer” as defined in Rule 144A under the 1933 Act will not be able to receive, as part of the redemption basket, restricted securities eligible for resale under Rule 144A.

A precautionary note to investment companies: Vanguard ETF Shares are issued by registered investment companies, and therefore the acquisition of such shares by other investment companies is subject to the restrictions of Section 12(d)(1) of the Investment Company Act of 1940. Vanguard has obtained an SEC exemptive order that allows registered investment companies to invest in the issuing funds beyond the limits of Section 12(d)(1), subject to certain terms and conditions, including the requirement to enter into a participation agreement with Vanguard.

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FINANCIAL STATEMENTS

Each Fund’s Financial Statements for the fiscal year ended October 31, 2018, appearing in the Funds‘ 2018 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 Fund’s performance, please see the Funds‘ Annual and Semiannual Reports to Shareholders, which may be obtained without charge.

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DESCRIPTION OF MUNICIPAL BOND RATINGS

Moody’s Rating Symbols

The following describe characteristics of the global long-term (original maturity of 1 year or more) bond ratings provided by Moody’s Investors Service, Inc. (Moody’s):

Aaa—Judged to be obligations of the highest quality, they are subject to the lowest level of credit risk.

Aa—Judged to be obligations of high quality, they are subject to very low credit risk. Together with the Aaa group, they make up what are generally known as high-grade bonds.

A—Judged to be upper-medium-grade obligations, they are subject to low credit risk.

Baa—Judged to be medium-grade obligations, subject to moderate credit risk, they may possess certain speculative characteristics.

Ba—Judged to be speculative obligations, they are subject to substantial credit risk.

B—Considered to be speculative obligations, they are subject to high credit risk.

Caa—Judged to be speculative obligations of poor standing, they are subject to very high credit risk.

Ca—Viewed as highly speculative obligations, they are likely in, or very near, default, with some prospect of recovery of principal and interest.

C—Viewed as the lowest rated obligations, they are typically in default, with little prospect for recovery of principal and interest.

Moody’s also supplies numerical indicators (1, 2, and 3) to rating categories. The modifier 1 indicates that the security is in the higher end of its rating category, the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a ranking toward the lower end of the category.

The following describe characteristics of the global short-term (original maturity of 13 months or less) bond ratings provided by Moody’s. This ratings scale also applies to U.S. municipal tax-exempt commercial paper.

Prime-1 (P-1)—Judged to have a superior ability to repay short-term debt obligations. Prime-2 (P-2)—Judged to have a strong ability to repay short-term debt obligations. Prime-3 (P-3)—Judged to have an acceptable ability to repay short-term debt obligations. Not Prime (NP)—Cannot be judged to be in any of the prime rating categories.

The following describe characteristics of the U.S. municipal short-term bond ratings provided by Moody’s:

Moody’s ratings for state and municipal notes and other short-term (up to 3 years) obligations are designated Municipal Investment Grade (MIG).

MIG 1—Indicates superior quality, enjoying the excellent protection of established cash flows, liquidity support, and broad-based access to the market for refinancing.

MIG 2—Indicates strong credit quality with ample margins of protection, although not as large as in the preceding group.

MIG 3—Indicates acceptable credit quality, with narrow liquidity and cash-flow protection and less well-established market access for refinancing.

SG—Indicates speculative credit quality with questionable margins of protection.

Standard and Poor’s Rating Symbols

The following describe characteristics of the long-term (original maturity of 1 year or more) bond ratings provided by Standard and Poor’s:

AAA—These are the highest rated obligations. The capacity to pay interest and repay principal is extremely strong.

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AA—These also qualify as high-grade obligations. They have a very strong capacity to pay interest and repay principal, and they differ from AAA issues only in small degree.

A—These are regarded as upper-medium-grade obligations. They have a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.

BBB—These are regarded as having an adequate capacity to pay interest and repay principal. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity in this regard. This group is the lowest that qualifies for commercial bank investment.

BB, B, CCC, CC, and C—These obligations range from speculative to significantly speculative with respect to the capacity to pay interest and repay principal. BB indicates the lowest degree of speculation and C the highest.

D—These obligations are in default, and payment of principal and/or interest is likely in arrears.

The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (–) sign to show relative standing within the major rating categories.

The following describe characteristics of short-term (original maturity of 365 days or less) bond and commercial paper ratings designations provided by Standard and Poor’s:

A-1—These are the highest rated obligations. The capacity of the obligor to pay interest and repay principal is strong. The addition of a plus sign (+) would indicate a very strong capacity.

A-2—These obligations are somewhat susceptible to changing economic conditions. The obligor has a satisfactory capacity to pay interest and repay principal.

A-3—These obligations are more susceptible to the adverse effects of changing economic conditions, which could lead to a weakened capacity to pay interest and repay principal.

B—These obligations are vulnerable to nonpayment and are significantly speculative, but the obligor currently has the capacity to meet its financial commitments.

C—These obligations are vulnerable to nonpayment, but the obligor must rely on favorable economic conditions to meet its financial commitment.

D—These obligations are in default, and payment of principal and/or interest is likely in arrears.

The following describe characteristics of U.S. municipal short-term (original maturity of 3 years or less) note ratings provided by Standard and Poor’s:

SP-1—This designation indicates a strong capacity to pay principal and interest. SP-2—This designation indicates a satisfactory capacity to pay principal and interest. SP-3—This designation indicates a speculative capacity to pay principal and interest.

SAI 045 022019

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PART C

VANGUARD MUNICIPAL BOND FUNDS

OTHER INFORMATION

Item 28. Exhibits

(a)  Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed 
  with Post-Effective Amendment No. 94 dated February 23, 2017, is hereby incorporated by 
  reference. 
(b)  By-Laws, Amended and Restated By-Laws, filed with Post-Effective Amendment No. 98 
  dated February 26, 2018, is hereby incorporated by reference. 
(c)  Instruments Defining Rights of Security Holders, reference is made to Articles III and V of 
  the Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to Exhibit 
  (a) above. 
(d)  Investment Advisory Contract, The Vanguard Group, Inc., provides investment advisory 
services to the Funds pursuant to the Fifth Amended and Restated Funds’ Service
  Agreement, refer to Exhibit (h) below. 
(e)  Underwriting Contracts, not applicable. 
(f)  Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of 
  the Funds” in Part B of this Registration Statement. 
(g)  Custodian Agreements, for State Street Bank and Trust Company, is filed herewith. 
(h)  Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed with 
  Post-Effective Amendment No. 98 dated February 26, 2018, 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 The Vanguard Group, Inc., is filed herewith. 

 

Item 29. Persons Controlled by or under Common Control with Registrant

None.

Item 30. Indemnification

The Registrant’s 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 Trustee’s or officer’s 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.

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Item 31. Business and Other Connections of Investment Adviser

The Vanguard Group, Inc. (Vanguard), is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisers Act). The list required by this Item 31 of officers and 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).

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 over 200 funds.

(b) The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355.

Name  Positions and Office with Underwriter  Positions and Office with Funds 
Karin A.Risi  Chairman, Director, Principal and Chief Executive Officer  None 
  Designee   
Scott A. Conking  Director and Principal  None 
Kevin Justice  Director and Principal  None 
Christopher D. McIsaac  Director and Principal  None 
Thomas M. Rampulla  Director and Principal  None 
Michael Rollings  Director and Principal  Finance Director 
John E. Schadl  Director and Principal and General Counsel  None 
Mortimer J. Buckley  President  Chairman of the board of trustees, Chief 
    Executive Officer, and President 
Brian Dvorak  Assistant Vice President  Chief Compliance Officer 
Caroline Cosby  Secretary  None 
Beth Morales Singh  Assistant Secretary  None 
Aisling Murphy  Chief Compliance Officer  None 
John T. Marcante  Chief Information Officer  None 
Alonzo Ellis  Chief Information Security Officer  None 
Salvatore L. Pantalone  Financial and Operations Principal and Treasurer  None 
Amy M. Laursen  Financial and Operations Principal  None 
Danielle Corey  Annuity and Insurance Officer  None 
Jeff Seglem  Annuity and Insurance Officer  None 
Matthew Benchener  Principal  None 
John Bendl  Principal  None 
Saundra K. Cusumano  Principal  None 
James M. Delaplane Jr.  Principal  None 
Kathleen A. Graham-Kelly  Principal  None 
Andrew Kadjeski  Principal  None 
Martha G. King  Principal  None 

 

C-2


 

Name    Positions and Office with Underwriter  Positions and Office with Funds 
Mike Lucci  Principal  None 
Alba E. Martinez  Principal  None 
Brian McCarthy  Principal  None 
James M. Norris  Principal  None 
David Petty  Principal  None 
Frank Satterthwaite  Principal  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 Registrant’s Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Custodian, State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111; and the Registrant’s investment advisor at the location identified in this Registration Statement.

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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets all requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the 25th day of February, 2019.

VANGUARD MUNICIPAL BOND FUNDS
BY:___________/s/ Mortimer J. Buckley*_________

Mortimer J. Buckley
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/ MORTIMER J. BUCKLEY*  Chairman and Chief Executive  February 25, 2019 
  Officer   
Mortimer J. Buckley     
/S/ EMERSON U. FULLWOOD*  Trustee  February 25, 2019 
Emerson U. Fullwood     
/S/ AMY GUTMANN*  Trustee  February 25, 2019 
Amy Gutmann     
/S/ F. JOSEPH LOUGHREY*  Trustee  February 25, 2019 
F. Joseph Loughrey     
/s/ Mark Loughridge*  Trustee  February 25, 2019 
Mark Loughridge     
/s/ Scott C. Malpass*  Trustee  February 25, 2019 
Scott C. Malpass     
/S/ DEANNA MULLIGAN*  Trustee  February 25, 2019 
Deanna Mulligan     
/S/ ANDRÉ F. PEROLD*  Trustee  February 25, 2019 
André F. Perold     
/S/ SARAH BLOOM RASKIN*  Trustee  February 25, 2019 
Sarah Bloom Raskin     
/S/ PETER F. VOLANAKIS*  Trustee  February 25, 2019 
Peter F. Volanakis     
/S/ THOMAS J. HIGGINS*  Chief Financial Officer  February 25, 2019 
Thomas J. Higgins     

 

*By: /s/ Anne E. Robinson

Anne E. Robinson, pursuant to a Power of Attorney filed on January 18, 2018, see file Number 33-32216, Incorporated by Reference.


 

INDEX TO EXHIBITS   
 
Custodian Agreement, for State Street Bank and Trust Company.  Ex-99.G 
Other Opinions, Consent of Independent Registered Public Accounting Firm  Ex-99.J 
Rule 18f-3 Plan.  Ex-99.N 
Code of Ethics, for The Vanguard Group, Inc.,  Ex-99.P 

 


AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT

     This Agreement is made as of September 15, 2017 by and among each management investment company identified on Appendix A hereto (each such management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”). Each Fund and the Custodian agree that this Agreement merges, integrates and supersedes all prior agreements, side letters and understandings between the parties with respect to the matters contained herein; provided, however, that the continuation of any other agreements that may reference the Master Custodian Agreement between the Custodian and the Fund dated prior to the date hereof (“Prior Agreement”) is not intended to be affected by the fact of this amendment and restatement of the Master Custodian Agreement, and reference in such other agreements to a Prior Agreement shall be considered to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).

WITNESSETH:

     WHEREAS, each Fund is authorized to issue shares of common stock or shares of beneficial interest in separate series (“Shares”), with each such series representing interests in a separate portfolio of securities and other assets;

     WHEREAS, each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A hereto (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 19.6 below, shall hereinafter be referred to as the “Portfolio(s)”).

     WHEREAS, each Fund not so authorized intends that this Agreement be applicable to it and all references hereinafter to one or more “Portfolio(s)” shall be deemed to refer to such Fund(s); and

     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto intending to be legally bound hereby agree as follows:

SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

Each Fund hereby employs the Custodian as a custodian of assets of the Portfolios, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States (“domestic securities”) and securities which the Fund, on behalf of the applicable Portfolio desires to be held outside the United States (“foreign securities”). Each Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities, other financial assets and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities or other financial assets owned by the Portfolio(s) from time to time, and the cash consideration received by it for such Shares as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio which is not received by it or which is delivered out in accordance with Proper Instructions (as such term is defined in Section 8 hereof) including, without limitation, Portfolio property (i) held by brokers, private bankers or other entities on behalf of the Portfolio (each a “Local Agent”), (ii) held by Special Sub-Custodians (as such term is defined in Section 6 hereof), (iii) held by entities which have advanced monies to or on behalf of the Portfolio and which have received Portfolio property as security for such advance(s) (each a “Pledgee”), or (iv) delivered or otherwise removed from the custody of the Custodian (a) in connection with any Free Trade (as such term is defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to Special Instructions (as such term is defined in Section 8 hereof). With


 

respect to uncertificated shares (the “Underlying Shares”) of (i) registered “investment companies” (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended from time to time (the “1940 Act”)), whether in the same “group of investment companies” (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act) or otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act or (ii) investment companies or other pooled investment vehicles that are not registered pursuant to the 1940 Act (the entities listed in clauses (i) and (ii) being hereinafter sometimes referred to as the “Underlying Portfolios”) the holding of confirmation statements that identify the shares as being recorded in the Custodian’s name on behalf of the Portfolios will be deemed custody for purposes hereof.

Upon receipt of Proper Instructions, the Custodian shall from time to time employ one or more sub-custodians located in the United States for a Fund on behalf of the applicable Portfolio(s. The Custodian may place and maintain each Fund’s foreign securities with foreign banking institution sub-custodians employed by the Custodian and/or foreign securities depositories, all as designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4 hereof.

SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD

IN THE UNITED STATES

     SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than (a) securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a “U.S. Securities System”) and (b) Underlying Shares owned by each Fund which are maintained pursuant to Section 2.10 hereof in an account with State Street Bank and Trust Company or such other entity which may from time to time act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions (the “Underlying Transfer Agent”). Except as precluded by Section 8-501(d) of the Uniform Commercial Code (“UCC”), the Custodian shall hold all securities and other financial assets, other than cash, of a Portfolio that are delivered to it in a “securities account” with the Custodian for and in the name of such Portfolio and shall treat all such assets other than cash as “financial assets” as those terms are used in the UCC. The Custodian shall identify on its books and records as belonging to a Portfolio the securities and other financial assets, constituting Portfolio assets held by (a) the Custodian, its delegates and sub-custodians, (b) a U.S. Securities System, or (c) an Underlying Transfer Agent in accordance with Section 2.10. To the extent that the Custodian or any of its sub-custodians holds securities constituting the Portfolio’s assets in an omnibus account that is identified as belonging to the Custodian for the benefit of its customers, the records of the Custodian shall identify which of such securities constitute a Portfolio’s assets.

     SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver domestic securities and other financial assets owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

1) Upon sale of such securities for the account of the Portfolio in accordance with customary or established market practices and procedures, including, without limitation, delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment;

2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio;

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3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof;

4) To the depository agent in connection with tender or other similar offers for securities of the Portfolio;

5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

6) To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

7) Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with “street delivery” custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian’s own negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

10) For delivery in connection with any loans of securities made by the Portfolio (a) against receipt of collateral as agreed from time to time by the Fund on behalf of the Portfolio, except that in connection with any loans for which collateral is to be credited to the Custodian’s account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral or (b) to the lending agent, or the lending agent’s custodian, in accordance with written Proper Instructions (which need not provide for the receipt by the Custodian of collateral therefor) agreed upon from time to time by the Custodian and the Fund;

11) For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio;

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12) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of a Portfolio;

13) For delivery in accordance with the provisions of any agreement among a Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission (the “CFTC”) and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund on behalf of a Portfolio;

14) Upon the sale or other delivery of such investments (including, without limitation, to one or more (a) Special Sub-Custodians or (b) additional custodians appointed by the Fund, and communicated to the Custodian from time to time via a writing duly executed by an authorized officer of the Fund, for the purpose of engaging in repurchase agreement transactions(s), each a “Repo Custodian”), and prior to receipt of payment therefor, as set forth in written Proper Instructions (such delivery in advance of payment, along with payment in advance of delivery made in accordance with Section 2.6(7), as applicable, shall each be referred to herein as a “Free Trade”), provided that such Proper Instructions shall set forth (a) the securities of the Portfolio to be delivered and (b) the person(s) to whom delivery of such securities shall be made;

15) Upon receipt of instructions from the Fund’s transfer agent (the “Transfer Agent”) for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the “Prospectus”), in satisfaction of requests by holders of Shares for repurchase or redemption;

16) In the case of a sale processed through the Underlying Transfer Agent of Underlying Shares, in accordance with Section 2.10 hereof;

17) For delivery as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and

18) For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying (a) the securities of the Portfolio to be delivered and (b) the person or persons to whom delivery of such securities shall be made.

     SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities or other financial assets held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be

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in “street name” or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts to timely collect income due the Fund on such securities and shall utilize its best efforts to timely notify the Fund of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

     SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board of Trustees or the Board of Directors of the Fund (as appropriate, and in each case, the “Board”). Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

     SECTION 2.5 COLLECTION OF INCOME. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14) or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities and other financial assets held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with the Custodian’s then current payable date income schedule. The Custodian may reverse any income credited by the Custodian to a Portfolio after the Custodian reasonably determines that actual payment of income will not occur in due course, and the Custodian may charge the Portfolio a rate agreed upon by the parties for the amount of unpaid income credited to the Portfolio. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.

     The Custodian shall notify a Fund, at the frequency agreed upon by the parties, in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolios of a Fund is not received by the Custodian when due. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and agree upon any compensation and expenses payable to the Custodian as a result of taking such measures. The Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default.

SECTION 2.6 PAYMENT OF FUND MONIES. The Custodian shall pay out monies of a Portfolio as

provided in Section 5 and otherwise upon receipt of Proper Instructions on behalf of the applicable

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Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:

1) Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) in accordance with customary or established market practices and procedures, including, without limitation, delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section 2.10 hereof; (d) in the case of repurchase agreements entered into between the applicable Fund on behalf of a Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of FINRA, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian’s account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein;

2) In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued as set forth in Section 7 hereof;

4) For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses;

5) For the payment of any dividends on Shares declared pursuant to the Fund’s articles of incorporation or organization and by-laws or agreement or declaration of trust, as applicable, and Prospectus and Statement of Additional Information (collectively, “Governing Documents”);

6) For payment of the amount of dividends received in respect of securities sold short;

7) Upon the purchase of domestic investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), and prior to receipt of such investments, as set forth in written Proper Instructions (such payment in advance of delivery, along with delivery in advance of payment made in accordance with Section 2.2(14), as applicable, shall each be referred to herein as a “Free

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Trade”), provided that such Proper Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such payment is made;

8) For payment as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and

9) For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made.

     SECTION 2.7 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its discretion appoint (and may at any time remove) agents to carry out such of the provisions of this Agreement as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of any of its duties or obligations hereunder and the Custodian shall be fully responsible and liable for the actions and omissions of any agent (which shall not be deemed to be U.S. Securities Systems, Special Sub-Custodians, U.S. sub-custodians designated pursuant to the last paragraph of Section 1, or Foreign Sub-Custodians and sub-custodians and other agents of the Fund or Portfolio) appointed hereunder. The Underlying Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian for purposes of this Section 2.7 or any other provision of this Agreement.

     SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.

     SECTION 2.9 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio, establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash, in the case of a deposit account, or securities and other financial assets (other than cash), in the case of a securities account, of the Portfolio and collateral provided to the Portfolio by its counterparties, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (a) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the FINRA, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (b) in accordance with the provisions of any agreement among the Fund, on behalf of the Portfolio, the Custodian and any futures commission merchant (registered under the Commodity Exchange Act) relating to compliance with the rules of the CFTC or any registered contract market, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (c) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contract options thereon purchased or sold by the Portfolio, (d) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the “SEC”), or no-action letter of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (e) for any other purpose in accordance with Proper Instructions. 

     SECTION 2.10 DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT. Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer Agent and the Custodian’s only responsibilities with respect thereto shall be limited to the following:

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1) Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio.

2) In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodian’s books and records.

3) In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodian’s books and records.

     The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with an Underlying Transfer Agent except to the extent the loss or damage results directly from the fraud, negligence or willful misconduct of the Custodian or any of its agents or of any of its or their employees.

     SECTION 2.11 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

     SECTION 2.12 PROXIES. The Custodian shall deliver to a Fund all forms of proxies, all proxy solicitation materials, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of a Fund’s Portfolios that are received by the Custodian, any sub-custodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any sub-custodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions, the Custodian shall execute and deliver, or cause such sub-custodian or nominee to execute and deliver, such proxies or other authorizations as may be required. Except as directed pursuant to Proper Instructions, neither the Custodian nor any sub-custodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions, the Custodian shall promptly notify (subject to market practices and rules) a Fund. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

     SECTION 2.13 COMMUNICATIONS. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 2.3, the Custodian shall transmit promptly to a Fund for each Portfolio all written information received by the Custodian from issuers of the securities and other financial assets being held for the Portfolio, including among other things, maturities of domestic securities and notices of exercise of call and put options. The Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer.

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The Custodian shall also transmit promptly to the Fund for each Portfolio all written information received by the Custodian regarding any class action or other collective litigation relating to Portfolio securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. Unless otherwise agreed to by the parties, the Custodian’s services with respect to class actions do not extend beyond the timely forwarding of written information so received by the Custodian.

     SECTION 2.14 EXERCISE OF RIGHTS; TENDER OFFERS. Upon receipt of Proper Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of such issuer or trustee, for the purpose of exercise or sale, provided that the new securities, cash or other assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit securities upon invitations for tenders thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership (“Mandatory Corporate Actions”), and shall promptly notify a Fund of such Mandatory Corporate Action in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing.

     In the event that Custodian is provided notice (in industry standard form) of (a) a proposed merger, recapitalization, reorganization, conversion, consolidation, subdivision, tender offer, takeover offer or other electable or voluntary corporate action or (b) a proposed issuance of securities or rights to participate in the issuance of securities, in each case by or with respect to the issuer of securities held by it for the account of a Portfolio (each a “Voluntary Corporate Action”), the Custodian shall provide written notice to the Fund or its designee promptly upon being provided such notice of the Voluntary Corporate Action. The notice provided by the Custodian shall include (i) a copy, or if a copy is not available, a synopsis of the offering materials provided to the Custodian by the issuer or its agent in connection with the Voluntary Corporate Action and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the Voluntary Corporate Action. Provided that the Custodian shall have delivered timely notice of the Voluntary Corporate Action to the Fund, the Custodian shall not be liable for any untimely exercise of any Voluntary Corporate Action or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. If the Fund provides the Custodian with such notification after such deadline, the Custodian shall use its reasonable best efforts to process such election.

     SECTION 2.15 SECURITIES LENDING. To the extent that a Fund engages in a securities lending program other than with the Custodian, the Fund and the Custodian will agree to procedures that will apply to such securities lending program.

SECTION 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7

SECTION 3.1 DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth

below shall have the indicated meanings:

Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and

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financial infrastructure (including any Eligible Securities Depository operating in the country), nationalization, expropriation, currency restrictions, prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

Eligible Foreign Custodian” has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.

Foreign Assets” means any of the Portfolios’ investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios’ transactions in such investments.

Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.

Rule 17f-5” means Rule 17f-5 promulgated under the 1940 Act.

Rule 17f-7” means Rule 17f-7 promulgated under the 1940 Act.

SECTION 3.2 THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

     3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

     3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by any Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by each Fund, on behalf of the applicable Portfolio(s), of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by such Fund’s Board on behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by each Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A. The Custodian will assist a Fund in satisfying the account opening requirements for a country as may be reasonably requested by the Fund. Following the receipt of Proper Instructions directing the Foreign

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Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn, and such withdrawal shall be deemed to be effective, and the Custodian shall cease to be the Foreign Custody Manager with respect to such Portfolio with respect to that country as of the date that is ninety days (or such other period to which the parties may agree in writing) after receipt of any such Proper Instructions by the Foreign Custody Manager.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Ninety days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian’s acceptance of delegation is withdrawn.

3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:

     (a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

     (b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

     (c) MONITORING. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

     3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

     3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change. The

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Foreign Custody Manager will also provide the Fund with global market information bulletins on a timely basis.

     3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise (unless a higher standard of care is required by Rule 17f-5). Notwithstanding the foregoing, the Custodian acting as Foreign Custody Manager of the Portfolio is subject to the standard of care set forth in Section 16 of this Agreement.

     3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

     3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Board’s delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective ninety (90) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

     3.2.9 CERTIFICATION REGARDING ELIGIBLE FOREIGN CUSTODIANS. Each report presented to a Fund’s Board by the Custodian pursuant to Section 3.2.5 above shall be accompanied by a certificate representing that (a) the Custodian has established a system to monitor the appropriateness of maintaining a Portfolio’s Foreign Assets with each Eligible Foreign Custodian pursuant to paragraph (c)(1) of Rule 17f-5 and to monitor the performance of each Eligible Foreign Custodian under the sub-custodian agreement between the Custodian and the Eligible Foreign Custodian, (b) the Custodian has monitored all Eligible Foreign Custodians and each Eligible Foreign Custodian continues to be an Eligible Foreign Custodian, (c) each Eligible Foreign Custodian continues to provide the standard of care set forth in Section 3.2.6 hereof, after considering all relevant factors, including without limitation, those factors set forth in paragraph (c)(1) of Rule 17f-5, (d) all foreign custody agreements between the Custodian and the Eligible Foreign Custodians continue to meet the requirements of paragraph (c)(2) of Rule 17f-5, (e) since the submission of the last report pursuant to Section 3.2.5 above, there have been no material adverse changes to the Custodian’s foreign custody network or arrangements other than those reported to the Board or other governing body or entity of the Fund, on behalf of itself or its applicable Portfolios, in the accompanying report or notified to the Fund through the Custodian’s Global Market Bulletins, distributed to designated officers of the Fund and available on the Custodian’s internet client portal, my.statestreet.com (which information shall be included in the accompanying report to the Board), and (f) the information included in the report is true, accurate and complete in all material respects.

SECTION 3.3

ELIGIBLE SECURITIES DEPOSITORIES.

     3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and

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promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

     3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1 (unless a higher standard of care is required by Rule 17f-7). Notwithstanding the foregoing, the Custodian, in performing the duties set forth in Section 3.3.1, is subject to the standard of care set forth in Section 16 of this Agreement.

     SECTION 3.4 LOCAL REGULATORY MATTERS. The Custodian shall assist a Fund in complying with regulations and market practices of jurisdictions other than the United States of America applicable to a Fund’s Foreign Assets as the Fund may reasonably request from time to time. Such assistance may include, but not be limited to, soliciting information and guidance from depositories, exchanges and regulators; obtaining legal opinions at the expense of the relevant Fund but only after a Fund has been notified and agrees in writing to the amount of such expenses; acting as a Fund’s representative (if required by local law) in making filings; and providing such other assistance with respect to its Foreign Assets as a Fund may reasonably request. Based on what the Custodian considers to be reasonably reliable sources of information, including its Eligible Foreign Custodians, Custodian shall inform a Fund as to the Custodian’s understanding of a Fund’s rights, duties and obligations under regulations and market practices of jurisdictions other than the United States of America in connection with actions taken by a Fund or the Custodian, including, but not limited to, corporate actions involving a Fund’s securities.

SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD OUTSIDE THE UNITED STATES

SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth

below shall have the indicated meanings:

Foreign Securities System” means an Eligible Securities Depository listed on Schedule B hereto.

Foreign Sub-Custodian” means a foreign banking institution serving as an Eligible Foreign Custodian.

     SECTION 4.2 HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities and other financial assets held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities and other financial assets of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

     SECTION 4.3 FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

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SECTION 4.4 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

     4.4.1 DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i) Upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii) In connection with any repurchase agreement related to foreign securities;

(iii) To the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

(iv) To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

(v) To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi) To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case, the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such foreign securities prior to receiving payment for such foreign securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct;

(vii) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

(viii) In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

(ix) For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio;

(x) In connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi) Upon the sale or other delivery of such foreign securities (including, without limitation, to one or more Special Sub-Custodians or Repo Custodians) as a Free Trade, provided that

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applicable Proper Instructions shall set forth (A) the foreign securities to be delivered and (B) the person or persons to whom delivery shall be made;

(xii) In connection with the lending of foreign securities; and

(xiii) For any other purpose, but only upon receipt of Proper Instructions specifying (A) the foreign securities to be delivered and (B) the person or persons to whom delivery of such securities shall be made.

4.4.2 PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may

be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

(i) Upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(ii) In connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

(iii) For the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;

(iv) For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

(v) In connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vi) Upon the purchase of foreign investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the amount of such payment and (B) the person or persons to whom payment shall be made;

(vii) For payment of part or all of the dividends received in respect of securities sold short;

(viii) In connection with the borrowing or lending of foreign securities; and

(ix) For any other purpose, but only upon receipt of Proper Instructions specifying (A) the amount of such payment and (B) the person or persons to whom such payment is to be made.

4.4.3 MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the

contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery

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of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer but in all events subject to the standard of care set forth in Section 16 of this Agreement.

The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

     SECTION 4.5 REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing provided that the use of a nominee is customary market practice. The applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. To the extent that the use of nominee names is not customary market practice, foreign securities shall not be registered in a nominee name, and the Funds shall not have any obligation to hold harmless any such nominee where the use is not customary market practice. Notwithstanding the foregoing, if the prior written consent of the applicable Fund is given the applicable Fund on behalf of such Portfolio shall hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

     SECTION 4.6 BANK ACCOUNTS. The Custodian shall identify on its books as belonging to the applicable Portfolio cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts. The foregoing constitutes the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.

     SECTION 4.7 COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. The Custodian shall notify the Fund, at the frequency agreed to by the parties, in writing by facsimile transmission, electronic communication or in such other manner as the Fund and Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolio of a Fund are not received by the Custodian when due. The Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

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Income on securities loaned other than from the Custodian’s securities lending program shall be credited as received.

     SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to this Section 4, the Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued, including but not limited to proxy services not being available in certain markets. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors, may have the effect of severely limiting the ability of a Fund to exercise shareholder rights. The Custodian shall, however, as soon as is reasonably practicable communicate information received as to the foregoing to the applicable Fund. In addition to the foregoing, the Custodian agrees to provide the Funds with annual and periodic market updates.

     SECTION 4.9 COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 4.9.

The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that may exist in the country where such securities are issued. In the event that the Fund invests in non-U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify the Fund. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian through Foreign Sub-Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Portfolio regarding any class action or other collective litigation relating to the Portfolio’s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. Unless otherwise agreed to by the parties, the Custodian’s services with respect to class actions do not extend beyond the timely forwarding of written information so received by the Custodian.

     SECTION 4.10 LIABILITY OF FOREIGN SUB-CUSTODIANS. The Custodian shall not employ a Foreign Sub-Custodian unless such employment is memorialized in a written agreement. Each such written agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible using best efforts, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of

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such obligations. At a Fund’s election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

     SECTION 4.11 TAX LAW. The Fund or its Portfolio shall be liable for all taxes, assessments, duties and other government charges, including any interest or penalty with respect thereto, with respect to any cash or securities held on behalf of the Fund or its Portfolios or any transaction related thereto. The Custodian shall withhold or cause to withhold the amount of tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution with respect to any domestic security or foreign security and proceeds or income from the sale or other transfer of any domestic security or foreign security in custody at the Custodian. The Custodian shall assist the Fund with respect to any claim for exemption or reclaim under the tax laws of the designated countries listed on Schedule A upon request by a Fund. In providing such services, the Custodian does not act as the Fund’s tax adviser or tax counsel.

SECTION 5. CONTRACTUAL SETTLEMENT SERVICES (PURCHASE / SALES)

     SECTION 5.1 With respect to each cash account designated in writing by a Portfolio, the Custodian shall, in accordance with the terms set out in this Section 5, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on a contractual settlement basis (the “Contractual Settlement Services”).

     SECTION 5.2 The Contractual Settlement Services shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services under this Agreement at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.

     SECTION 5.3 The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that such transaction has been canceled.

     SECTION 5.4 With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the “Settlement Amount”) shall be made to the account of the Portfolio as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to reasonably believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.

SECTION 5.5 Subject to the relevant requirements of Section 16, the Custodian shall have the

right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services

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when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any cash account held for benefit of the Portfolio. Prior to any such reversal, the Custodian will provide notice to the Fund pursuant to the relevant requirements of Section 16. Following such reversal, the Custodian will promptly notify the Fund of any action taken pursuant to this Section 5.5, which notice shall include a description of the facts forming the basis for the Custodian’s decision to reverse the provisional credit.

SECTION 5A. ACTUAL SETTLEMENT SERVICES (PURCHASE / SALES)

     SECTION 5A.1 With respect to each cash account designated in writing by a Portfolio, the Custodian shall, in accordance with the terms set out in this Section 5A, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on an actual settlement basis.

     SECTION 5A.2 The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies are actually payable.

     SECTION 5A.3 With respect to the settlement of a sale of securities, the Custodian shall credit the appropriate cash account of the Portfolio as of the time and date that the cash received as consideration for the transaction is actually received by Custodian.

SECTION 6.

SPECIAL SUB-CUSTODIANS

Upon receipt of Special Instructions (as such term is defined in Section 8 hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act as a sub-custodian for the purposes of effecting such transaction(s) as may be designated by a Fund in Special Instructions. Each such designated sub-custodian is referred to herein as a “Special Sub-Custodian.” Each such duly appointed Special Sub-Custodian shall be listed on Schedule D hereto, as it may be amended from time to time by a Fund, with the acknowledgment of the Custodian. In connection with the appointment of any Special Sub-Custodian, and in accordance with Special Instructions, the Custodian shall enter into a sub-custodian agreement with the Fund and the Special Sub-Custodian in form and substance approved by such Fund, provided that such agreement shall in all events comply with the provisions of the 1940 Act and the rules and regulations thereunder and the terms and provisions of this Agreement.

SECTION 6A.

FOREIGN EXCHANGE

     SECTION 6A.1. GENERALLY. Upon receipt of Proper Instructions, which for purposes of this Section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.

     SECTION 6A.2. FUND ELECTIONS. Each Fund (or its investment manager or investment advisor (“Investment Advisor”) acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies

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(“SSGM”), or with a sub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications (as defined below), the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction. “Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients.

     SECTION 6A.3. FUND ACKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:

(i) shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor;

(ii) shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and

(iii) shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time.

     SECTION 6A.4. TRANSACTIONS BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Advisor), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.

SECTION 7. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES

The Custodian shall receive from the distributor of the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.

From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection

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with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between such Fund and the Custodian.

SECTION 8. PROPER INSTRUCTIONS AND SPECIAL INSTRUCTIONS

Proper Instructions,which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.

Special Instructions,” as such term is used throughout this Agreement, means Proper Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the applicable Fund or any other person designated in writing by the Treasurer of such Fund, which countersignature or confirmation shall be (a) included on the same instrument containing the Proper Instructions or on a separate instrument clearly relating thereto and (b) delivered by hand, by facsimile transmission, or in such other manner as the Fund and the Custodian agree in writing.

Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly certified by such Fund’s Treasurer or Assistant Treasurer, a certificate setting forth: (i) the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund and (ii) the names, titles and signatures of those persons authorized to give Special Instructions. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary.

SECTION 9.

EVIDENCE OF AUTHORITY

The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund provided that the Custodian exercised reasonable care without negligence in following or acting upon such instruction, notice, request, consent, certificate or other instrument. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the applicable Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

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SECTION 10. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:

1) Surrender securities in temporary form for securities in definitive form;

2) Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and

3) In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the applicable Board.

SECTION 11. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT

The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the applicable Board to keep the books of account of each Portfolio and to compute its net asset value. Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including without limitation, the duties set forth in this Section 11 and in Section 12 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent. Each Fund acknowledges that, in keeping the books of account of the Portfolio, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund’s counterparty(ies), or the agents of either of them.

SECTION 12.

RECORDS

The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of such Fund, including such Fund’s independent public accountants, and employees and agents of the SEC. The Custodian shall, at a Fund’s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. Each Fund acknowledges that, in creating and maintaining the records as set forth herein with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund’s counterparty(ies), or the agents of either of them.

SECTION 13.

RESERVED

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SECTION 14. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS

The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times as such Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (either, a “Securities System”), relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

SECTION 15.

COMPENSATION OF CUSTODIAN

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.

SECTION 16.

RESPONSIBILITY OF CUSTODIAN

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Custodian shall perform the services provided for in this Agreement without negligence, fraud or willful misconduct and with reasonable care. The Custodian shall be liable to a Fund for any failure by the Custodian to satisfy the foregoing standard of care. The Custodian shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence, fraud or willful misconduct, including, without limitation, acting in accordance with any Proper Instruction without negligence, fraud or willful misconduct. The indemnification obligations of this Section shall survive termination of this Agreement.

Except as may arise from the Custodian’s own negligence, fraud or willful misconduct or the negligence, fraud or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing (a “Force Majeure Event”), including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, acts of war, revolution, riots or terrorism, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts, except to the extent that the Custodian fails to maintain and keep updated the business and continuity and disaster recovery plan as set forth in Section 19.7 and such failure causes such loss; (ii) errors by any Fund or its duly authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian; (v) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (vi) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, any Fund, the Custodian’s sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vii)

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delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (viii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

The Custodian shall be liable to a Fund for the acts or omissions of any sub-custodian selected by the Custodian, whether domestic or foreign (but excluding any Special Sub-Custodian or U.S. sub-custodian designated by a Fund pursuant to Special Instructions or Proper Instructions), to the same extent that the Custodian would be liable to the Fund as if such action or omission was performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the relevant jurisdiction at the time of the action or omission. Notwithstanding the foregoing, the Custodian shall in no event be liable for losses arising from Country Risk or from the insolvency or other financial default with respect to (a) any sub-custodian that is not an affiliate of the Custodian or (b) any depositary bank holding in a deposit account cash denominated in any currency other than an “on book” currency for that market.

If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form to be mutually agreed upon between such Fund and Custodian if and when necessary.

If the Custodian, its affiliates, subsidiaries or agents, advances cash or securities for any purpose (including, but not limited to, securities settlements, foreign exchange contracts and assumed settlement, but not including amounts payable to the Custodian pursuant to Section 15 of this Agreement) or in the event that the Custodian or its nominee shall incur or be assessed from a third party any taxes, charges, expenses, assessments, claims or liabilities in connection with the investment activities of a Fund and the Custodian’s related performance of this Agreement, except such as may arise from the Custodian’s or its nominee’s own negligent action, negligent failure to act, fraud, or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to apply available cash and to dispose of such Portfolio’s assets to the extent necessary to obtain reimbursement. In addition, the Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian reasonably determines that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Fund’s reimbursement of the relevant advances or other liabilities.

Except as may arise from the Custodian’s own negligence, fraud or willful misconduct, each Fund severally and not jointly shall indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against the Custodian (a) acting in accordance with any Proper Instruction or Special Instruction including, without limitation, any Proper Instruction with respect to Free Trades including, but not limited to, cost, expense, loss, damage, charge, counsel fee, payment or liability resulting from the Custodian’s reasonable reliance upon information provided by the applicable Fund, such Fund’s counterparty(ies) or the agents of either of them with respect to Fund property released, delivered or purchased pursuant to either of Section 2.2(14) or Section 2.6(7) hereof; (b) for the acts or omissions of any Special Sub-Custodian; or (c) for the acts or omissions of any Local Agent or Pledgee.

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None of the parties shall be liable for indirect, special, incidental, punitive or consequential damages. Upon the occurrence of any event that causes or may cause any loss, damage or expense to a Fund, the Custodian shall (i) promptly notify a Fund of the occurrence of such event and (ii) use its commercially reasonable efforts to cause any sub-custodian to use all commercially reasonable efforts and to take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to a Fund.

SECTION 17. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing if termination is being sought by a Fund on behalf of a Portfolio and not sooner than one hundred twenty (120) days if termination is being sought by the Custodian; provided, however, that no Fund shall amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of such Fund’s Governing Documents, and further provided, that any Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a bankruptcy trustee or a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.

Upon termination of the Agreement, the applicable Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for the transaction costs of delivering out the securities of such applicable Portfolio to the successor custodian appointed pursuant to Section 18 of this Agreement, if any.

In connection with any termination of the Agreement for any reason whatsoever, the parties shall also reasonably cooperate with respect to the development of a transition plan setting forth a reasonable timetable for the transition and describing the parties’ respective responsibilities for transitioning the services back to the Fund or any successor custodian in an orderly and uninterrupted fashion.

If the Custodian is prevented from carrying out its obligations under the Agreement as a result of a Force Majeure Event for a period of 30 days, a Fund may terminate the Agreement by giving the Custodian not less than 30 days' notice, without prejudice to any of the rights of any party accrued prior to the date of termination; provided, however, that if the Force Majeure Event is a regional wide or market wide event that has similarly affected substantially all other providers of services to funds substantially similar to the services provided hereunder in such region or market, the Fund’s termination right shall only arise at such time that two (2) or more of such providers are reasonably able and have begun to recommence the provision of such services. If the Custodian recommences the provision of the affected services in all material respects prior to the exercise by a Fund of its termination right, such termination right shall lapse if the Custodian gives notice to the Fund that it has done so (and it has in fact so recommenced the provision of services) and a Fund has not already provided notice of termination prior to such notice by the Custodian that it has recommenced the services in all material respects.

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SECTION 18.

SUCCESSOR CUSTODIAN

If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian (or such other location as shall mutually be agreed upon by the Custodian and the applicable Fund on behalf of such Portfolio), duly endorsed and in the form for transfer, all securities, cash, and other assets of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian (or such other location as shall mutually be agreed upon by the Custodian and the applicable Fund on behalf of such Portfolio) and transfer such securities, funds and other properties in accordance with such resolution.

In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

SECTION 19.

GENERAL

     SECTION 19.1 NEW YORK LAW TO APPLY. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The State of New York.

     SECTION 19.2 CONFIDENTIALITY. All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. All confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the internal business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any proceeding, investigation, audit, examination, subpoena, civil investigative

Information Classification: Limited Access

26


 

demand or other similar process that is initiated, authorized, or conducted by a court of law, regulatory agency, or other governmental or administrative body with appropriate jurisdiction over either party, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information.

     SECTION 19.3 ASSIGNMENT. This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of each applicable Fund.

     SECTION 19.4 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement.

     SECTION 19.5 ADDITIONAL FUNDS. In the event that any management investment company in addition to those listed on Appendix A hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 19.7 below.

     SECTION 19.6 ADDITIONAL PORTFOLIOS. In the event that any Fund establishes one or more series of Shares in addition to those set forth on Appendix A hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

     SECTION 19.7 THE PARTIES. All references herein to the “Fund” are to each of the management investment companies listed on Appendix A hereto, and each management investment company made subject to this Agreement in accordance with Section 19.5 above, individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series corporation, trust or other entity, all references herein to the “Portfolio” are to the individual series or portfolio of such corporation, trust or other entity, or to such corporation, trust or other entity on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains. Each Fund hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its Governing Documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it. The Custodian hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its declaration of trust or other governing documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement;

Information Classification: Limited Access

27


 

and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.

The Custodian hereby represents to each of the Funds, on behalf of each of such Fund’s Portfolios, that it (a) has and shall maintain and update a disaster recovery and business continuation plan that is reasonably designed to enable the Custodian to perform its duties and obligations set forth under this Agreement in the event of a significant business disruption affecting the Custodian, including a Force Majeure Event; (b) shall test the operability of such plan at least once every twelve (12) months and revise such plan as Custodian reasonably believes is necessary to ensure that the plan, in general, continues to be reasonably designed to enable the Custodian to perform its duties and obligations as set forth under this Agreement; and (c) shall activate such plan if Custodian reasonably believes (i) an event has occurred which would materially affect the Custodian’s timely discharge of its duties and performance of its obligations under this Agreement and (ii) activation of such plan would allow Custodian to discharge its duties hereunder. The Custodian shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Fund and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Upon reasonable request, the Custodian shall discuss with the Fund the business continuity/disaster recovery plan of the Custodian. The Custodian represents that its business continuity plan is appropriate for its business as a provider of custodian services to investment companies registered under the 1940 Act.

     SECTION 19.8 REMOTE ACCESS SERVICES ADDENDUM. The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.

     SECTION 19.9 NOTICES. Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.

To any Fund:  c/o THE VANGUARD GROUP, INC. 
  400 Devon Park Drive, A29 
Wayne, PA 19087
  Attention: Chief Financial Officer 
  Telecopy: (610) 669-6112 
 
With a copy to:  THE VANGUARD GROUP, INC. 
  400 Devon Park Drive, V26 
Wayne, PA 19087
  Attention: General Counsel 
  Telecopy: (610) 669-6600 
 
To the Custodian:  STATE STREET BANK AND TRUST COMPANY 
  1 Iron Street 
Boston, MA 02210
  Attention: Jay Fulchino 
  Telephone: 617-662-0934 

 

Information Classification: Limited Access

28


 

With a copy to:  STATE STREET BANK AND TRUST COMPANY 
  Legal Division – Global Services Americas 
One Lincoln Street
Boston, MA 02111
  Attention: Senior Vice President 

 

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of facsimile, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, facsimile or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

     SECTION 19.10 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement.

     SECTION 19.11 SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

     SECTION 19.12 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

     SECTION 19.13 SHAREHOLDER COMMUNICATIONS ELECTION. Rule 14b-2 promulgated under the Securities Exchange Act of 1934, as amended, requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

YES [ ] The Custodian is authorized to release the Fund’s name, address, and share positions.

NO [X] The Custodian is not authorized to release the Fund’s name, address, and share positions.

     SECTION 19.14 REPORTS. Upon reasonable request of a Fund, the Custodian shall provide the Fund with a copy of the Custodian’s System and Organization Controls for Service Organizations: Internal

Information Classification: Limited Access

29


 

Control over Financial Reporting (SOC) 1 reports prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities’ Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, the Custodian will furnish the Fund a “gap” or “bridge” letter that will address any material changes that might have occurred in the Custodian’s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. The Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request to the Fund, the Custodian shall also provide to the Fund sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements.

     SECTION 19.15 OPINIONS. The Custodian shall take all reasonable action, as the Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with (i) the preparation of any registration statement of a Fund and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by a Fund of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.

     SECTION 19.16 REGULATION GG. The Funds are hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Federal Reserve Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.

     SECTION 19.17 PORTFOLIO BY PORTFOLIO BASIS. This Agreement is executed by a Fund with respect to each of its Portfolios and the obligations hereunder are not binding upon any of the directors, officers or shareholders of the Fund individually. Notwithstanding any other provision in this Agreement to the contrary, each and every obligation, liability or undertaking of a particular Portfolio under this Agreement shall constitute solely an obligation, liability or undertaking of, and be binding upon, such particular Portfolio and shall be payable solely from the available assets of such particular Portfolio and shall not be binding upon or affect any assets of any other Portfolio.

     SECTION 19.18 SERVICE LEVEL AGREEMENTS. The Custodian and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. In such event, each party will perform its obligations in accordance with any service levels that may be agreed upon by the parties in writing from time to time, subject to the terms of this Agreement

     SECTION 19.19 LOAN SERVICES ADDENDUM. If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.

[Signature page to follow.]

Information Classification: Limited Access

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APPENDIX A

Vanguard California Tax-Free Funds 
Vanguard California Intermediate-Term Tax-Exempt Fund 
Vanguard California Long-Term Tax-Exempt Fund
Vanguard California Municipal Money Market Fund
 
Vanguard CMT Funds 
Vanguard Municipal Cash Management Fund 
 
Vanguard Convertible Securities Fund 
Vanguard Convertible Securities Fund 
 
Vanguard Institutional Index Funds 
Vanguard Institutional Index Fund 
 
Vanguard Malvern Funds 
Vanguard Institutional Intermediate-Term Bond Fund 
Vanguard Institutional Short-Term Bond Fund 
 
Vanguard Massachusetts Tax-Exempt Funds 
Vanguard Massachusetts Tax-Exempt Fund 
 
Vanguard Municipal Bond Funds 
Vanguard High-Yield Tax-Exempt Fund 
Vanguard Intermediate-Term Tax-Exempt Fund 
Vanguard Limited-Term Tax-Exempt Fund 
Vanguard Long-Term Tax-Exempt Fund 
Vanguard Municipal Money Market Fund 
Vanguard Short-Term Tax-Exempt Fund 
Vanguard Tax-Exempt Bond Index Fund 
 
Vanguard New Jersey Tax-Free Funds 
Vanguard New Jersey Long-Term Tax-Exempt Fund 
Vanguard New Jersey Municipal Money Market Fund 
 
Vanguard New York Tax-Free Funds 
Vanguard New York Long-Term Tax-Exempt Fund
Vanguard New York Municipal Money Market Fund 
 
Vanguard Ohio Tax-Free Funds 
Vanguard Ohio Long-Term Tax-Exempt Fund 
 
Vanguard Pennsylvania Tax-Free Funds 
Vanguard Pennsylvania Long-Term Tax-Exempt Fund 
Vanguard Pennsylvania Municipal Money Market Fund 
 
Vanguard Quantitative Funds 
Vanguard Growth and Income Fund 
 
Vanguard STAR Funds 
Vanguard STAR Fund 

 

A-1


 

Vanguard Variable Insurance Funds 
Balanced Portfolio 
Diversified Value Portfolio
Equity Index Portfolio 
High Yield Bond Portfolio
Mid-Cap Index Portfolio
REIT Index Portfolio 
Small Company Growth Portfolio 
 
Vanguard World Fund 
Vanguard FTSE Social Index Fund 

 

A-2


 

SCHEDULE A – GLOBAL CUSTODY NETWORK
 
 
MARKET  SUBCUSTODIAN  ADDRESS 
 
Albania  Raiffeisen Bank sh.a.  Blv. "Bajram Curri" ETC – Kati 14 Tirana, Albania 
 
Argentina  Citibank, N.A.  Bartolome Mitre 530 
    1036 Buenos Aires, Argentina 
 
Australia  The Hongkong and Shanghai Banking  HSBC Securities Services Level 3, 
  Corporation Limited  10 Smith St., 
    Parramatta, NSW 2150, Australia 
 
Austria  Deutsche Bank AG (operating through its  Fleischmarkt 1 
  Frankfurt branch with support from its  A-1010 Vienna, Austria 
  Vienna branch)   
 
  UniCredit Bank Austria AG  Custody Department / Dept. 8398-TZ Julius Tandler Platz 3 
    A-1090 Vienna, Austria 
 
Bahrain  HSBC Bank Middle East Limited (as  1ST Floor, Bldg. #2505 Road # 2832, Al 
  delegate of The Hongkong and Shanghai  Seef 428 Kingdom of Bahrain 
  Banking Corporation Limited)   
 
Bangladesh  Standard Chartered Bank  Silver Tower, Level 7 
    52 South Gulshan Commercial Area Gulshan 1, Dhaka 1212, 
    Bangladesh 
 
Belgium  Deutsche Bank AG, Netherlands  De Entrees 99-197 
  (operating through its Amsterdam  1101 HE Amsterdam, Netherlands 
  branch with support from its Brussels   
  branch)   
 
Benin  via Standard Chartered Bank Côte d’Ivoire  23, Bld de la République 
  S.A., Abidjan, Ivory Coast  17 BP 1141 Abidjan 17 Côte d’Ivoire 
 
Bermuda  HSBC Bank Bermuda Limited  6 Front Street 
    Hamilton, HM06, Bermuda 
 
Federation of  UniCredit Bank d.d.  Zelenih beretki 24 
Bosnia and    71 000 Sarajevo 
Herzegovina    Federation of Bosnia and Herzegovina 
 
Botswana  Standard Chartered Bank Botswana Limited  4th Floor, Standard Chartered House Queens Road 
    The Mall 
    Gaborone, Botswana 
 
Brazil  Citibank, N.A.  AV Paulista 1111 
    São Paulo, SP 01311-920 Brazil 
 
Bulgaria  Citibank Europe plc, Bulgaria Branch  Serdika Offices, 10th floor 48 Sitnyakovo Blvd. 
    1505 Sofia, Bulgaria 
 
  UniCredit Bulbank AD  7 Sveta Nedelya Square 
    1000 Sofia, Bulgaria 
 
Burkina Faso  via Standard Chartered Bank Côte d’Ivoire  23, Bld de la République 
  S.A., Abidjan, Ivory Coast  17 BP 1141 Abidjan 17 Côte d’Ivoire 
 
Canada  State Street Trust Company Canada  30 Adelaide Street East, Suite 800 Toronto, ON Canada 
    M5C 3G6 
 
Chile  Itaú CorpBanca S.A.  Presidente Riesco Street # 5537 Floor 18 
    Las Condes, Santiago de Chile 
 
People’s  HSBC Bank (China) Company Limited  33rd Floor, HSBC Building, Shanghai IFC 8 Century Avenue 
Republic of  (as delegate of The Hongkong and  Pudong, Shanghai, China (200120) 
China  Shanghai Banking Corporation Limited)   
 
  China Construction Bank Corporation  No.1 Naoshikou Street Chang An Xing Rong 
    Plaza Beijing 100032-33, China 

 

SCH A-1


 

China Connect  Citibank N.A.  39/F., Champion Tower 3 Garden Road 
    Central, Hong Kong 
 
  The Hongkong and Shanghai Banking  Level 30, 
  Corporation Limited  HSBC Main Building 1 Queen's 
    Road Central, Hong Kong 
 
  Standard Chartered Bank (Hong Kong)  15th Floor Standard Chartered Tower 388 Kwun Tong Road 
  Limited  Kwun Tong, Hong Kong 
 
Colombia  Cititrust Colombia S.A. Sociedad Fiduciaria  Carrera 9A, No. 99-02 Bogotá DC, 
    Colombia 
 
Costa Rica  Banco BCT S.A.  160 Calle Central Edificio BCT 
    San José, Costa Rica 
 
Croatia  Privredna Banka Zagreb d.d.  Custody Department Radni ka cesta 50 
    10000 Zagreb, Croatia 
 
  Zagrebacka Banka d.d.  Savska 60 
    10000 Zagreb, Croatia 
 
Cyprus  BNP Paribas Securities Services, S.C.A.,  2 Lampsakou Str. 
  Greece (operating through its Athens  115 28 Athens, Greece 
  branch)   
 
Czech Republic  eskoslovenská obchodní banka, a.s.  Radlická 333/150 
    150 57 Prague 5, Czech Republic 
 
  UniCredit Bank Czech Republic and  BB Centrum – FILADELFIE }eletavská 1525/1 
  Slovakia, a.s.  140 92 Praha 4 - Michle, Czech Republic 
 
Denmark  Nordea Bank AB (publ), Sweden  Strandgade 3 
  (operating through its branch, Nordea  0900 Copenhagen C, Denmark 
  Danmark, Filial af Nordea Bank AB   
  (publ), Sverige)   
 
  Skandinaviska Enskilda Banken AB  Bernstorffsgade 50 
  (publ), Sweden (operating through its  1577 Copenhagen, Denmark 
  Copenhagen branch)   
 
Egypt  HSBC Bank Egypt S.A.E.  6th Floor 
  (as delegate of The Hongkong and  306 Corniche El Nil Maadi 
  Shanghai Banking Corporation Limited)  Cairo, Egypt 
 
Estonia  AS SEB Pank  Tornimäe 2 
    15010 Tallinn, Estonia 
 
Finland  Nordea Bank AB (publ), Sweden  Satamaradankatu 5 
  (operating through its branch, Nordea  00500 Helsinki, Finland 
  Bank AB (publ), Finnish branch)   
 
  Skandinaviska Enskilda Banken AB (publ),  Securities Services Box 630 
  Sweden (operating through its Helsinki  SF-00101 Helsinki, Finland 
  branch)   
 
France  Deutsche Bank AG, Netherlands  De Entrees 99-197 
  (operating through its Amsterdam  1101 HE Amsterdam, Netherlands 
  branch with support from its Paris   
  branch)   
 
Republic of  JSC Bank of Georgia  29a Gagarini Str. Tbilisi 0160, 
Georgia    Georgia 
 
Germany  State Street Bank International GmbH  Brienner Strasse 59 
    80333 Munich, Germany 
 
  Deutsche Bank AG  Alfred-Herrhausen-Allee 16-24 
    D-65760 Eschborn, Germany 
 
Ghana  Standard Chartered Bank Ghana Limited  P. O. Box 768 
    1st Floor 

 

SCH A-2


 

    High Street Building Accra, Ghana 
 
Greece  BNP Paribas Securities Services, S.C.A.  2 Lampsakou Str. 
    115 28 Athens, Greece 
 
Guinea-Bissau  via Standard Chartered Bank Côte d’Ivoire  23, Bld de la République 
  S.A., Abidjan, Ivory Coast  17 BP 1141 Abidjan 17 Côte d’Ivoire 
 
Hong Kong  Standard Chartered Bank (Hong Kong)  15th Floor Standard Chartered Tower 388 Kwun Tong Road 
  Limited  Kwun Tong, Hong Kong 
 
Hungary  Citibank Europe plc Magyarországi  7 Szabadság tér, Bank Center Budapest, H-1051 Hungary 
  Fióktelepe   
 
  UniCredit Bank Hungary Zrt.  6th Floor Szabadság tér 5-6 
    H-1054 Budapest, Hungary 
 
Iceland  Landsbankinn hf.  Austurstræti 11 
    155 Reykjavik, Iceland 
 
India  Deutsche Bank AG  Block B1, 4th Floor, Nirlon Knowledge Park 
    Off Western Express Highway Goregaon (E) 
    Mumbai 400 063, India 
 
  The Hongkong and Shanghai Banking  11F, Building 3, NESCO - IT Park, NESCO Complex, 
  Corporation Limited  Western Express Highway Goregaon (East), 
    Mumbai 400 063, India 
 
Indonesia  Deutsche Bank AG  Deutsche Bank Building, 4th floor Jl. Imam Bonjol, No. 80 
    Jakarta 10310, Indonesia 
 
Ireland  State Street Bank and Trust Company,  525 Ferry Road 
  United Kingdom branch  Edinburgh EH5 2AW, Scotland 
 
Israel  Bank Hapoalim B.M.  50 Rothschild Boulevard Tel Aviv, Israel 
    61000 
 
Italy  Deutsche Bank S.p.A.  Investor Services 
    Via Turati 27 – 3rd Floor 
    20121 Milan, Italy 
 
Ivory Coast  Standard Chartered Bank Côte d’Ivoire S.A.  23, Bld de la République 
    17 BP 1141 Abidjan 17 Côte d’Ivoire 
 
Japan  Mizuho Bank, Limited  Shinagawa Intercity Tower A 2-15-1, Konan, Minato-ku 
    Tokyo 108-6009, Japan 
 
  The Hongkong and Shanghai Banking  HSBC Building 
  Corporation Limited  11-1 Nihonbashi 3-chome, Chuo-ku Tokyo 1030027, Japan 
 
Jordan  Standard Chartered Bank  Shmeissani Branch 
    Al-Thaqafa Street, Building # 2 
    P.O. Box 926190 
    Amman 11110, Jordan 
 
Kazakhstan  JSC Citibank Kazakhstan  Park Palace, Building A, 41 Kazibek Bi street, 
    Almaty A25T0A1, Kazakhstan 
 
Kenya  Standard Chartered Bank Kenya Limited  Custody Services 
    Standard Chartered @ Chiromo, Level 5 48 Westlands Road 
    P.O. Box 40984 – 00100 GPO 
    Nairobi, Kenya 
 
Republic of Korea  Deutsche Bank AG  18th Fl., Young-Poong Building 41 Cheonggyecheon-ro 
    Jongro-ku-, Seoul 03188, Korea 
 
  The Hongkong and Shanghai Banking  5F 
  Corporation Limited  HSBC Building #37 Chilpae-ro 
    Jung-gu, Seoul 04511, Korea 
 
Kuwait  HSBC Bank Middle East Limited  Kuwait City, Sharq Area Abdulaziz Al Sager Street Al Hamra 
  (as delegate of The Hongkong and  Tower, 37F 

 

SCH A-3


 

  Shanghai Banking Corporation Limited)  P. O. Box 1683, Safat 13017, Kuwait 
 
Latvia  AS SEB banka  Unicentrs, Valdlau i 
    LV-1076 Kekavas pag., Rigas raj., Latvia 
 
Lithuania  AB SEB bankas  Gedimino av. 12 
    LT 2600 Vilnius, Lithuania 
 
Malawi  Standard Bank Limited  Kaomba Centre 
    Cnr. Victoria Avenue & Sir Glyn Jones Road 
    Blantyre, Malawi 
 
Malaysia  Deutsche Bank (Malaysia) Berhad  Domestic Custody Services Level 20, Menara IMC 
    8 Jalan Sultan Ismail 
    50250 Kuala Lumpur, Malaysia 
 
  Standard Chartered Bank Malaysia Berhad  Menara Standard Chartered 30 Jalan Sultan Ismail 
    50250 Kuala Lumpur, Malaysia 
 
Mali  via Standard Chartered Bank Côte d’Ivoire  23, Bld de la République 
  S.A., Abidjan, Ivory Coast  17 BP 1141 Abidjan 17 Côte d’Ivoire 
 
Mauritius  The Hongkong and Shanghai Banking  6F HSBC Centre 18 CyberCity 
  Corporation Limited  Ebene, Mauritius 
 
Mexico  Banco Nacional de México, S.A.  3er piso, Torre Norte 
    Act. Roberto Medellín No. 800 Col. Santa Fe 
    Mexico, DF 01219 
 
Morocco  Citibank Maghreb  Zénith Millénium Immeuble1 Sidi Maârouf – 
    B.P. 40 Casablanca 20190, Morocco 
 
Namibia  Standard Bank Namibia Limited  Standard Bank Center 
    Cnr. Werner List St. and Post St. Mall 2nd Floor 
    Windhoek, Namibia 
 
Netherlands  Deutsche Bank AG  De Entrees 99-197 
    1101 HE Amsterdam, Netherlands 
 
New Zealand  The Hongkong and Shanghai Banking  HSBC House 
  Corporation Limited  Level 7, 1 Queen St. Auckland 1010, New 
    Zealand 
 
Niger  via Standard Chartered Bank Côte d’Ivoire  23, Bld de la République 
  S.A., Abidjan, Ivory Coast  17 BP 1141 Abidjan 17 Côte d’Ivoire 
 
Nigeria  Stanbic IBTC Bank Plc.  Plot 1712 Idejo St Victoria Island, 
    Lagos 101007, Nigeria 
 
Norway  Nordea Bank AB (publ), Sweden  Essendropsgate 7 
  (operating through its branch, Nordea  0368 Oslo, Norway 
  Bank AB (publ), filial i Norge)   
 
  Skandinaviska Enskilda Banken AB (publ),  P.O. Box 1843 Vika Filipstad Brygge 1 
  Sweden (operating through its Oslo branch)  N-0123 Oslo, Norway 
 
Oman  HSBC Bank Oman S.A.O.G.  2nd Floor Al Khuwair PO Box 1727 PC 111 
  (as delegate of The Hongkong and  Seeb, Oman 
  Shanghai Banking Corporation Limited)   
 
Pakistan  Deutsche Bank AG  Unicentre – Unitowers 
    I.I. Chundrigar Road 
    P.O. Box 4925 
    Karachi - 74000, Pakistan 
 
Panama  Citibank, N.A.  Boulevard Punta Pacifica Torre de las Americas Apartado 
    Panama City, Panama 0834-00555 
 
Peru  Citibank del Perú, S.A.  Canaval y Moreyra 480 3rd Floor, San 
    Isidro Lima 27, Perú 
 
Philippines  Deutsche Bank AG  Global Transaction Banking Tower One, Ayala 

 

SCH A-4


 

    Triangle 1226 Makati City, Philippines 
 
Poland  Bank Handlowy w Warszawie S.A.  ul. Senatorska 16 
    00-293 Warsaw, Poland 
 
  Bank Polska Kasa Opieki S.A.  31 Zwirki I Wigury Street 
    02-091, Warsaw, Poland 
 
Portugal  Deutsche Bank AG, Netherlands  De Entrees 99-197 
  (operating through its Amsterdam  1101 HE Amsterdam, Netherlands 
  branch with support from its Lisbon   
  branch)   
 
Puerto Rico  Citibank N.A.  235 Federico Costa Street, Suite 315 San Juan, Puerto Rico 
    00918 
 
Qatar  HSBC Bank Middle East Limited  2 Fl Ali Bin Ali Tower Building no.: 150 Airport Road 
  (as delegate of The Hongkong and  Doha, Qatar 
  Shanghai Banking Corporation Limited)   
 
Romania  Citibank Europe plc, Dublin – Romania  8, Iancu de Hunedoara Boulevard 
  Branch  712042, Bucharest Sector 1, Romania 
 
Russia  AO Citibank  8-10 Gasheka Street, Building 1 
    125047 Moscow, Russia 
 
Saudi Arabia  HSBC Saudi Arabia  HSBC Head Office 7267 Olaya - Al Murooj Riyadh 12283- 
  (as delegate of The Hongkong and  2255 
  Shanghai Banking Corporation Limited)  Kingdom of Saudi Arabia 
 
Senegal  via Standard Chartered Bank Côte d’Ivoire  23, Bld de la République 
  S.A., Abidjan, Ivory Coast  17 BP 1141 Abidjan 17 Côte d’Ivoire 
 
Serbia  UniCredit Bank Serbia JSC  Rajiceva 27-29 
    11000 Belgrade, Serbia 
 
Singapore  Citibank N.A.  3 Changi Business Park Crescent 
    #07-00, Singapore 486026 
 
  United Overseas Bank Limited  156 Cecil Street 
    FEB Building #08-03 
    Singapore 069544 
 
Slovak Republic  UniCredit Bank Czech Republic and  \ancová 1/A 
  Slovakia, a.s.  813 33 Bratislava, Slovak Republic 
 
Slovenia  UniCredit Banka Slovenija d.d.  Šmartinska 140 
    SI-1000 Ljubljana, Slovenia 
 
South Africa  FirstRand Bank Limited  Mezzanine Floor 
    3 First Place Bank City 
    Corner Simmonds & Jeppe Sts. Johannesburg 2001 
    Republic of South Africa 
 
  Standard Bank of South Africa Limited  3rd Floor, 25 Pixley Ka Isaka Seme St. Johannesburg 2001 
    Republic of South Africa 
 
Spain  Deutsche Bank S.A.E.  Calle de Rosario Pino 14-16, Planta 1 
    28020 Madrid, Spain 
 
Sri Lanka  The Hongkong and Shanghai Banking  24, Sir Baron Jayatilake Mawatha Colombo 01, Sri Lanka 
  Corporation Limited   
 
Republic of  UniCredit Bank d.d.  Zelenih beretki 24 
Srpska    71 000 Sarajevo 
    Federation of Bosnia and Herzegovina 
 
Swaziland  Standard Bank Swaziland Limited  Standard House, Swazi Plaza Mbabane, 
    Swaziland H101 
 
Sweden  Nordea Bank AB (publ)  Smålandsgatan 17 
    105 71 Stockholm, Sweden 

 

SCH A-5


 

  Skandinaviska Enskilda Banken AB (publ)  Sergels Torg 2 
    SE-106 40 Stockholm, Sweden 
 
Switzerland  Credit Suisse (Switzerland) Limited  Uetlibergstrasse 231 
    8070 Zurich, Switzerland 
 
  UBS Switzerland AG  Max-Högger-Strasse 80-82 
    CH-8048 Zurich-Alstetten, Switzerland 
 
Taiwan - R.O.C.  Deutsche Bank AG  296 Ren-Ai Road 
    Taipei 106 Taiwan, Republic of China 
 
  Standard Chartered Bank (Taiwan) Limited  168 Tun Hwa North Road 
    Taipei 105, Taiwan, Republic of China 
 
Tanzania  Standard Chartered Bank (Tanzania)  1 Floor, International House 
  Limited  Corner Shaaban Robert St and Garden Ave 
    PO Box 9011 
    Dar es Salaam, Tanzania 
 
Thailand  Standard Chartered Bank (Thai) Public  Sathorn Nakorn Tower 14th Floor, Zone B 
  Company Limited  90 North Sathorn Road 
    Silom, Bangkok 10500, Thailand 
 
Togo  via Standard Chartered Bank Côte d’Ivoire  23, Bld de la République 
  S.A., Abidjan, Ivory Coast  17 BP 1141 Abidjan 17 Côte d’Ivoire 
 
Tunisia  Union Internationale de Banques  65 Avenue Bourguiba 
    1000 Tunis, Tunisia 
 
Turkey  Citibank, A.^.  Tekfen Tower 
    Eski Buyukdere Caddesi 209 Kat 3 
    Levent 34394 Istanbul, Turkey 
 
  Deutsche Bank A.^.  Eski Buyukdere Caddesi Tekfen Tower No. 209 Kat: 17 4 
    Levent 34394 Istanbul, Turkey 
 
Uganda  Standard Chartered Bank Uganda Limited  5 Speke Road 
    P.O. Box 7111 
    Kampala, Uganda 
 
Ukraine  PJSC Citibank  16-g Dilova St. 
    Kyiv 03150, Ukraine 
 
United Arab  HSBC Bank Middle East Limited  HSBC Securities Services Emaar Square 
Emirates Dubai  (as delegate of The Hongkong and  Level 3, Building No. 5 P O Box 502601 
Financial  Shanghai Banking Corporation Limited)  Dubai, United Arab Emirates 
Market     
 
United Arab  HSBC Bank Middle East Limited  HSBC Securities Services Emaar Square 
Emirates Dubai  (as delegate of The Hongkong and  Level 3, Building No. 5 P O Box 502601 
International  Shanghai Banking Corporation Limited)  Dubai, United Arab Emirates 
Financial Center     
 
United Arab  HSBC Bank Middle East Limited  HSBC Securities Services Emaar Square 
Emirates Abu  (as delegate of The Hongkong and  Level 3, Building No. 5 P O Box 502601 
Dhabi  Shanghai Banking Corporation Limited)  Dubai, United Arab Emirates 
 
United Kingdom  State Street Bank and Trust Company,  525 Ferry Road 
  United Kingdom branch  Edinburgh EH5 2AW, Scotland 
 
Uruguay  Banco Itaú Uruguay S.A.  Zabala 1463 
    11000 Montevideo, Uruguay 
 
Venezuela  Citibank, N.A.  Centro Comercial El Recreo Torre Norte, 
    Piso 19 Avenida Casanova Caracas, 
    Venezuela 1050 
 
Vietnam  HSBC Bank (Vietnam) Limited  Centre Point 
  (as delegate of The Hongkong and  106 Nguyen Van Troi Street Phu Nhuan District 
  Shanghai Banking Corporation Limited)  Ho Chi Minh City, Vietnam 

 

SCH A-6


 

Zambia  Standard Chartered Bank Zambia Plc.  Standard Chartered House Cairo Road 
    P.O. Box 32238 
    10101, Lusaka, Zambia 
 
Zimbabwe  Stanbic Bank Zimbabwe Limited  3rd Floor Stanbic Centre 
  (as delegate of Standard Bank of South  59 Samora Machel Avenue Harare, 
  Africa Limited)  Zimbabwe 

 

SCH A-7


 

SCHEDULE B – DEPOSITORIES OPERATING IN NETWORK MARKETS

MARKET  DEPOSITORY  TYPES OF SECURITIES 
Albania  Bank of Albania  Government debt 
Argentina  Caja de Valores S.A.  Equities, government and corporate bonds, and corporate money 
    market instruments 
 
Australia  Austraclear Limited  Government securities, corporate bonds, and corporate money 
    market instruments 
 
Austria  OeKB Central Securities  All securities listed on Wiener Börse AG, the Vienna Stock 
  Depository GmbH  Exchange (as well as virtually all other Austrian securities) 
 
Bahrain  Clearing, Settlement, Depository  Equities 
  and Registry System of the   
  Bahrain Bourse   
 
Bangladesh  Bangladesh Bank  Government securities 
 
  Central Depository Bangladesh  Equities and corporate bonds 
  Limited   
 
Belgium  Euroclear Belgium  Equities and most corporate bonds 
 
  National Bank of Belgium  Government securities, corporate bonds, and money market 
    instruments 
 
Benin  Dépositaire Central – Banque de  All securities traded on Bourse Régionale des Valeurs Mobilières, 
  Règlement  the West African regional exchange, including securities from the 
    following West African nations: Benin, Burkina Faso, Guinea- 
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. 
 
  Banque Centrale des Etats  Treasury bills and Treasury bonds issued by the following West 
  d’Afrique de l’Ouest  African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory 
    Coast, Mali, Niger, Senegal and Togo. 
 
Bermuda  Bermuda Securities Depository  Equities, corporate bonds 
Federation of  Registar vrijednosnih papira u  Equities, corporate bonds, government securities, money market 
Bosnia and  Federaciji Bosne i Hercegovine,  instruments 
Herzegovina  d.d.   
 
Botswana  Bank of Botswana  Government debt 
 
  Central Securities Depository  Equities and corporate bonds 
  Company of Botswana Ltd.   
 
Brazil  Central de Custódia e de  Corporate debt and money market instruments 
  Liquidação Financeira de Títulos   
  Privados (CETIP)   
 
  BM&F BOVESPA Depository  Equities and corporate bonds traded on-exchange 
  Services, a department of BM&F   
  BOVESPA S.A.   
 
  Sistema Especial de Liquidação e  Government debt issued by the central bank and the National 
  de Custódia (SELIC)  Treasury 
 
Bulgaria  Bulgarian National Bank  Government securities 
 
  Central Depository AD  Eligible equities and corporate bonds 
 
Burkina Faso  Dépositaire Central – Banque de  All securities traded on Bourse Régionale des Valeurs Mobilières, 
  Règlement  the West African regional exchange, including securities from the 
    following West African nations: Benin, Burkina Faso, Guinea- 
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. 

 

SCH B-1


 

  Banque Centrale des Etats  Treasury bills and Treasury bonds issued by the following West 
  d’Afrique de l’Ouest  African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory 
    Coast, Mali, Niger, Senegal and Togo. 
 
Canada  The Canadian Depository for  All book-entry eligible securities, including government securities, 
  Securities Limited  equities, corporate bonds, money market instruments, strip bonds, 
    and asset- backed securities 
 
 
Chile  Depósito Central de Valores S.A.  Government securities, equities, corporate bonds, mortgage-backed 
    securities, and money market instruments 
 
People’s  China Securities Depository and  A shares, B shares, Treasury bonds, local government bonds, 
Republic of  Clearing Corporation Limited,  enterprise bonds, corporate bonds, open and closed-end funds, 
China  Shanghai and Shenzhen Branches  convertible bonds, and warrants 
 
  China Central Depository and  Bonds traded through the China Interbank Bond Market (CIBM), 
  Clearing Co., Ltd.  including Treasury bonds, local government bonds, policy bank 
    bonds, central bank bills, medium-term notes, commercial paper, 
    enterprise bonds, and commercial bank bonds 
 
  Shanghai Clearing House  Bonds traded through the China Interbank Bond Market (CIBM), 
    including Treasury bonds, local government bonds, policy bank 
    bonds, central bank bills, enterprise bonds, certain issues of 
    medium-term notes, commercial paper, and commercial bank 
bonds
 
Colombia  Depósito Central de Valores  Securities issued by the central bank and the Republic of Colombia 
 
 
  Depósito Centralizado de Valores  Equities, corporate bonds, money market instruments 
  de Colombia S.A. (DECEVAL)   
 
Costa Rica  Interclear Central de Valores S.A.  Securities traded on Bolsa Nacional de Valores 
Croatia  Središnje klirinško depozitarno  Eligible equities, corporate bonds, government securities, and 
  društvo d.d.  corporate money market instruments 
 
Cyprus  Central Depository and Central  Equities, corporate bonds, dematerialized government securities, 
  Registry  corporate money market instruments 
 
Czech Republic  Centrální depozitáY cenných  All dematerialized equities, corporate debt, and government debt, 
  papíro, a.s.  excluding Treasury bills 
 
  Czech National Bank  Treasury bills 
 
Denmark  VP Securities A/S  Equities, government securities, corporate bonds, corporate money 
    market instruments, warrants 
 
Egypt  Central Bank of Egypt  Treasury bills 
 
  Misr for Central Clearing,  Eligible equities, corporate bonds, and Treasury bonds 
  Depository and Registry S.A.E.   
 
Estonia  AS Eesti Väärtpaberikeskus  All registered equity and debt securities 
Finland  Euroclear Finland  Equities, corporate bonds, government securities, money market 
    instruments 
 
France  Euroclear France  Government securities, equities, bonds, and money market 
    instruments 
 
Republic of  Georgian Central Securities  Equities, corporate bonds, and money market instruments 
Georgia  Depository   
 
  National Bank of Georgia  Government securities 
 
Germany  Clearstream Banking AG,  Equities, government securities, corporate bonds, money market 
  Frankfurt  instruments, warrants, investment funds, and index certificates 

 

SCH B-2


 

Ghana  Central Securities Depository  Government securities and Bank of Ghana securities; equities and 
  (Ghana) Limited  corporate bonds 
 
Greece  Bank of Greece, System for  Government debt 
  Monitoring Transactions in   
  Securities in Book-Entry Form   
 
  Hellenic Central Securities  Eligible listed equities, government debt, and corporate bonds 
  Depository   
 
Guinea-Bissau  Dépositaire Central – Banque de  All securities traded on Bourse Régionale des Valeurs Mobilières, 
  Règlement  the West African regional exchange, including securities from the 
    following West African nations: Benin, Burkina Faso, Guinea- 
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. 
 
  Banque Centrale des Etats  Treasury bills and Treasury bonds issued by the following West 
  d’Afrique de l’Ouest  African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory 
    Coast, Mali, Niger, Senegal and Togo. 
 
Hong Kong  Central Moneymarkets Unit  Government debt (i.e., exchange fund bills and notes issued by the 
    HKMA), other private debt, and money market instruments 
 
  Hong Kong Securities Clearing  Securities listed or traded on the Stock Exchange of Hong Kong 
  Company Limited  Limited 
 
Hungary  KELER Központi Értéktár Zrt.  Government securities, equities, corporate bonds, and investment 
fund notes
 
Iceland  Nasdaq verðbréfamiðstöð hf.  Government securities, equities, corporate bonds, and money 
    market instruments 
 
India  Central Depository Services  Eligible equities, debt securities, and money market instruments 
  (India) Limited   
 
  National Securities Depository  Eligible equities, debt securities, and money market instruments 
  Limited   
 
  Reserve Bank of India  Government securities 
 
Indonesia  Bank Indonesia  Sertifikat Bank Indonesia (central bank certificates), Surat Utang 
    Negara (government debt instruments), and Surat Perbendaharaan 
    Negara (Treasury bills) 
 
  PT Kustodian Sentral Efek  Equities, corporate bonds, and money market instruments 
  Indonesia   
 
Ireland  Euroclear UK & Ireland Limited  GBP- and EUR-denominated money market instruments 
 
  Euroclear Bank S.A./N.V.  Government securities 
 
Israel  Tel Aviv Stock Exchange Clearing  Government securities, equities, corporate bonds and trust fund 
  House Ltd. (TASE Clearing  units 
  House)   
 
Italy  Monte Titoli S.p.A.  Equities, corporate debt, government debt, money market 
    instruments, and warrants 
 
Ivory Coast  Dépositaire Central – Banque de  All securities traded on Bourse Régionale des Valeurs Mobilières, 
  Règlement  the West African regional exchange, including securities from the 
    following West African nations: Benin, Burkina Faso, Guinea- 
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. 
 
  Banque Centrale des Etats  Treasury bills and Treasury bonds issued by the following West 
  d’Afrique de l’Ouest  African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory 
    Coast, Mali, Niger, Senegal and Togo. 
 
Japan  Bank of Japan – Financial  Government securities 
  Network System   
 
  Japan Securities Depository  Equities, corporate bonds, and corporate money market instruments 
  Center (JASDEC) Incorporated   

 

SCH B-3


 

Jordan  Central Bank of Jordan  Treasury bills, government bonds, development bonds, and public 
    entity bonds 
 
  Securities Depository Center  Equities and corporate bonds 
 
Kazakhstan  Central Securities Depository  Government securities, equities, corporate bonds, and money 
    market instruments 
 
Kenya  Central Bank of Kenya  Treasury bills and Treasury bonds 
 
  Central Depository and Settlement  Equities and corporate debt 
  Corporation Limited   
 
Republic of  Korea Securities Depository  Equities, government securities, corporate bonds and money market 
Korea    instruments 
 
Kuwait  Kuwait Clearing Company KSC  Money market instruments, equities, and corporate bonds 
 
Latvia  Latvian Central Depository  Equities, government securities, corporate bonds, and money 
    market instruments 
 
Lebanon  Banque du Liban  Government securities and certificates of deposit issued by the 
    central bank 
 
  Custodian and Clearing Center of  Equities, corporate bonds and money market instruments 
  Financial Instruments for Lebanon   
  and the Middle East (Midclear)   
  S.A.L.   
 
Lithuania  Central Securities Depository of  All securities available for public trading 
  Lithuania   
 
Malawi  Reserve Bank of Malawi  Reserve Bank of Malawi bills and Treasury bills 
Malaysia  Bank Negara Malaysia  Treasury bills, Bank Negara Malaysia bills, Malaysian government 
    securities, private debt securities, and money market instruments 
 
  Bursa Malaysia Depository Sdn.  Securities listed on Bursa Malaysia Securities Berhad 
  Bhd.   
 
Mali  Dépositaire Central – Banque de  All securities traded on Bourse Régionale des Valeurs Mobilières, 
  Règlement  the West African regional exchange, including securities from the 
    following West African nations: Benin, Burkina Faso, Guinea- 
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. 
 
  Banque Centrale des Etats  Treasury bills and Treasury bonds issued by the following West 
  d’Afrique de l’Ouest  African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory 
    Coast, Mali, Niger, Senegal and Togo. 
 
Mauritius  Bank of Mauritius  Government debt (traded through primary dealers) 
 
  Central Depository and Settlement  Listed and unlisted equity and debt securities (corporate debt and 
  Co. Limited  T-bills traded on the exchange) 
 
Mexico  S.D. Indeval, S.A. de C.V.  All securities 
Morocco  Maroclear  Eligible listed equities, corporate and government debt, certificates 
    of deposit, commercial paper 
 
Namibia  Bank of Namibia  Treasury bills 
Netherlands  Euroclear Nederland  Government securities, equities, corporate bonds, corporate money 
    market instruments, and stripped government bonds 
 
New Zealand  New Zealand Central Securities  Government securities, equities, corporate bonds, and money 
  Depository Limited  market instruments 
 
Niger  Dépositaire Central – Banque de  All securities traded on Bourse Régionale des Valeurs Mobilières, 
  Règlement  the West African regional exchange, including securities from the 
    following West African nations: Benin, Burkina Faso, Guinea- 
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. 

 

SCH B-4


 

  Banque Centrale des Etats  Treasury bills and Treasury bonds issued by the following West 
  d’Afrique de l’Ouest  African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory 
    Coast, Mali, Niger, Senegal and Togo. 
 
Nigeria  Central Bank of Nigeria  Treasury bills and government bonds 
 
  Central Securities Clearing  Equities and corporate bonds traded on the Nigeria Stock Exchange 
  System Limited   
 
Norway  Verdipapirsentralen  All listed securities 
Oman  Muscat Clearing & Depository  Equities, corporate bonds, government debt 
  Company S.A.O.G.   
 
Pakistan  Central Depository Company of  Equities and corporate bonds 
  Pakistan Limited   
 
  State Bank of Pakistan  Government securities 
 
Panama  Central Latinoamericana de  Equities, government and corporate debt, commercial paper, short- 
  Valores,  term securities 
 
  S.A. (LatinClear)   
 
Peru  CAVALI S.A. Institución de  All securities in book-entry form traded on the stock exchange 
  Compensación y Liquidación de   
  Valores   
 
Philippines  Philippine Depository & Trust  Eligible equities and debt 
  Corporation   
 
  Registry of Scripless Securities  Government securities 
  (ROSS) of the Bureau of the   
  Treasury   
 
Poland  Rejestr Papierów Warto[ciowych  Treasury bills 
 
  Krajowy Depozyt Papierów  Equities, corporate bonds, corporate money market instruments, 
  Warto[ciowych, S.A.  Treasury bonds, warrants, and futures contracts 
 
Portugal  INTERBOLSA - Sociedad  All local Portuguese instruments 
  Gestora de Sistemas de   
  Liquidação e de Sistemas   
  Centralizados de Valores   
  Mobiliários, S.A.   
 
Qatar  Qatar Central Securities  Equities, government bonds and Treasury bills listed on the Qatar 
  Depository  Exchange 
 
Romania  National Bank of Romania  Treasury bills and bonds 
 
  S.C. Depozitarul Central S.A.  Bursa de Valori Bucuresti- (Bucharest Stock Exchange-) listed 
    equities, corporate bonds, government bonds, and municipal bonds 
 
Russia  National Settlement Depository  Eligible equities, Obligatsii Federal’nogo Zaima (OFZs), and 
    corporate debt denominated in RUB 
 
Saudi Arabia  Saudi Arabian Monetary  Government securities and Saudi government development bonds 
  Authority  (SGDBs) 
 
  Securities Depository Center  Equities 
  Company   
 
Senegal  Dépositaire Central – Banque de  All securities traded on Bourse Régionale des Valeurs Mobilières, 
  Règlement  the West African regional exchange, including securities from the 
    following West African nations: Benin, Burkina Faso, Guinea- 
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. 
 
  Banque Centrale des Etats  Treasury bills and Treasury bonds issued by the following West 
  d’Afrique de l’Ouest  African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory 
    Coast, Mali, Niger, Senegal and Togo. 

 

SCH B-5


 

Serbia  Central Securities Depository and  All instruments 
  Clearinghouse   
Singapore  Monetary Authority of Singapore  Government securities 
  The Central Depository (Pte.)  Eligible listed equities and eligible private debt traded in Singapore 
  Limited   
Slovak Republic  Centrálny depozitár cenných  All dematerialized securities 
  papierov SR, a.s.   
Slovenia  KDD – Centralna klirinško  All publicly traded securities 
  depotna dru~ba d.d.   
South Africa  Strate (Pty) Ltd.  Eligible equities, government securities, corporate bonds, money 
    market instruments, and warrants 
Spain  IBERCLEAR  Government securities, equities, warrants, money market 
    instruments, and corporate bonds 
Sri Lanka  Central Bank of Sri Lanka  Government securities 
  Central Depository System (Pvt)  Equities and corporate bonds 
  Limited   
Republic of  Central Registry of Securities in  Government securities, equities, and corporate and municipal bonds 
Srpska  the Republic of Srpska JSC   
Swaziland  Central Bank of Swaziland  Treasury bills and Treasury bonds 
Sweden  Euroclear Sweden  Government securities, equities, bonds, money market instruments, 
    derivatives, exchange traded funds, and warrants 
 
Switzerland  SIX SIS AG  Government securities, equities, corporate bonds, money market 
    instruments, derivatives, mutual funds, and warrants 
 
Taiwan - R.O.C.  Central Bank of the Republic of  Government securities 
  China (Taiwan)   
 
  Taiwan Depository and Clearing  Listed equities, short-term bills, and corporate bonds 
  Corporation   
Tanzania  Central Depository System (CDS),  Equities and corporate bonds 
  a department of the Dar es Salaam   
  Stock Exchange   
Thailand  Thailand Securities Depository  Government securities, equities and corporate bonds 
  Company Limited   
Togo  Dépositaire Central – Banque de  All securities traded on Bourse Régionale des Valeurs Mobilières, 
  Règlement  the West African regional exchange, including securities from the 
    following West African nations: Benin, Burkina Faso, Guinea- 
    Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. 
  Banque Centrale des Etats  Treasury bills and Treasury bonds issued by the following West 
  d’Afrique de l’Ouest  African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory 
    Coast, Mali, Niger, Senegal and Togo. 
Tunisia  Tunisie Clearing  All eligible listed securities 
Turkey  Central Bank of Turkey  Government securities 
  Central Registry Agency  Equities, corporate bonds, money market instruments, mutual fund 
    certificates, exchange traded funds 
Uganda  Bank of Uganda  Treasury bills and Treasury bonds 
  Securities Central Depository  Equities, corporate bonds 
Ukraine  National Depository of Ukraine  Equities, bonds, and money market instruments 

 

SCH B-6


 

United Arab  Clearing, Settlement, Depository  Equities, government securities, and corporate debt 
Emirates – Abu  and Registry department of the   
Dhabi  Abu Dhabi Securities Exchange   
United Arab  Clearing, Settlement and  Equities, government securities, and corporate debt listed on the 
Emirates –  Depository Division, a department  DFM 
Dubai Financial  of the Dubai Financial Market   
Market     
United Arab  Central Securities Depository,  Equities, corporate bonds, and corporate money market instruments 
Emirates –  owned and operated by NASDAQ   
Dubai  Dubai Limited   
International     
Financial     
United Kingdom  Euroclear UK & Ireland Limited  GBP- and EUR-denominated money market instruments 
Uruguay  Banco Central del Uruguay  Government securities 
Venezuela  Banco Central de Venezuela  Government securities 
Vietnam  Vietnam Securities Depository  Equities, government bonds, T-bills, corporate bonds, and public 
    fund certificates 
Zambia  Bank of Zambia  Treasury bills and Treasury bonds 
  LuSE Central Shares Depository  Treasury bonds, corporate bonds, and equities 
  Limited   
Zimbabwe  Chengetedzai Depository  Equities and corporate bonds 
  Company Limited   
  Reserve Bank of Zimbabwe  Treasury bills and Treasury bonds 
 
TRANSNATIONAL DEPOSITORIES   
Euroclear Bank S.A./N.V.  Domestic securities from more than 40 markets 
Clearstream Banking, S.A.  Domestic securities from more than 50 markets 

 

SCH B-7


 

SCHEDULE C – GLOBAL CUSTODY NETWORK PUBLICATIONS 
 
 
Publication / Type of Information    Brief Description 
(scheduled update frequency)     
 
The Guide to Custody in World Markets  An overview of settlement and safekeeping procedures, custody practices, and 
(regular my.statestreet.com updates)  foreign investor considerations for the markets in which State Street offers 
  custodial services. 
 
Global Custody Network Review  Information relating to Foreign Subcustodians in State Street’s Global 
(updated annually on my.statestreet.com)  Custody Network. The Review stands as an integral part of the materials that 
  State Street provides to its U.S. mutual fund clients to assist them in 
  complying with SEC Rule 17f-5. The Review also gives insight into State 
  Street’s market expansion and Foreign Subcustodian selection processes, as 
  well as the procedures and controls used to monitor the financial condition 
  and performance of our Foreign Subcustodian banks. 
 
Securities Depository Review  Custody risk analyses of the Foreign Securities Depositories presently 
(updated annually on my.statestreet.com)  operating in Network markets. This publication is an integral part of the 
  materials that State Street provides to its U.S. mutual fund clients to meet 
  informational obligations created by SEC Rule 17f-7. 
 
Global Legal Survey  With respect to each market in which State Street offers custodial services, 
(updated annually on my.statestreet.com)  opinions relating to whether local law restricts: 
 
  (i)  access of a fund’s independent public accountants to books and records of 
    a Foreign Subcustodian or Foreign Securities System, 
  (ii)  a fund’s ability to recover in the event of bankruptcy or insolvency of a 
    Foreign Subcustodian or Foreign Securities System, 
  (iii)  a fund’s ability to recover in the event of a loss by a Foreign 
    Subcustodian or Foreign Securities System, and 
  (iv)  the ability of a foreign investor to convert cash and cash equivalents to 
    U.S. dollars. 
Subcustodian Agreements  Copies of the contracts that State Street has entered into with each Foreign 
(available on CD-ROM annually)  Subcustodian that maintains U.S. mutual fund assets in the markets in which 
  State Street offers custodial services. 
 
Global Market Bulletin  Information on changing settlement and custody conditions in markets where 
(daily or as necessary via email and on  State Street offers custodial services. Includes changes in market and tax 
my.statestreet.com)  regulations, depository developments, dematerialization information, as well 
  as other market changes that may impact State Street’s clients. 
 
Foreign Custody Risk  For those markets where State Street offers custodial services that exhibit 
Advisories  special risks or infrastructures impacting custody, State Street maintains 
(provided as necessary and on  market advisories to highlight those unique market factors which might 
my.statestreet.com)  impact our ability to offer recognized custody service levels. 
 
Foreign Custody Manager Material  Informational letters and accompanying materials, pursuant to our role as 
Change Notices  Foreign Custody Manager, confirming State Street’s foreign custody 
(quarterly or as necessary and on  arrangements, including a summary of material changes with Foreign 
my.statestreet.com)  Subcustodians that have occurred during the previous quarter. The notices also 
  identify any material changes in the custodial risks associated with 
  maintaining assets with Foreign Securities Depositories. 

 

Please contact GlobalMarketInformation@statestreet.com with questions about this document.

The information contained in this document has been carefully researched and is believed to be reliable as of the publication date. Due to the complexities of the markets and changing conditions, however, State Street cannot guarantee that it is complete or accurate in every respect. This document should not be construed or used as a substitute for appropriate legal or investment counsel. Specific advice should be sought on matters relevant to the investment activities of the reader. This application contains proprietary information and is fully protected by relevant copyright laws worldwide.

Copyright 2017 State Street Corporation

www.statestreet.com

SCH C-1


 

SCHEDULE D – SPECIAL SUB-CUSTODIANS

SPECIAL SUB-CUSTODIANS

*[None/Name of Special Sub-Custodian(s)]

SCH D-1


 

LOAN SERVICES ADDENDUM

As used in this Addendum, the term “Fund”, in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan.

     The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, “Loans”), made or acquired by a Fund on behalf of one or more of its Portfolios.

     SECTION 1. PAYMENT CUSTODY. If a Fund wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement,

     (a) the Fund will cause the Custodian to be named as the Fund’s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and

     (b) the Custodian will credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.

     SECTION 2. MONITORING. If a Fund wishes the Custodian to monitor payments on and forward notices relating to a Loan,

     (a) the Fund will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, “Loan Information”) and in such form and format as the Custodian may reasonably request; and

     (b) the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Fund that the payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Fund.

SECTION 3. EXCULPATION OF THE CUSTODIAN.

     (a) Payment Custody and Monitoring. The Custodian will have no liability for any delay or failure by the Fund or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Fund or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.

LSA-1


 

     (b) Any Service. The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Fund to have acquired good or record title to a Loan, (ii) ensure that the Fund’s acquisition of the Loan has been authorized by the Fund, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.

     (c) Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.

LSA-2


 

Execution Version

FIRST AMENDMENT TO AMENDED AND RESTATED

MASTER CUSTODIAN AGREEMENT

     This first amendment dated January 18, 2018 (the “Amendment”) to the Amended and Restated Master Custodian Agreement dated September 15, 2017 (the “Agreement”) between State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”), and each management investment company listed on Appendix A thereto (each, a “Fund”). Custodian and each Fund may be referred to individually as a “Party” or collectively as the “Parties”.

     For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

The Parties hereby amend and restate Appendix A to the Agreement as set forth below:

APPENDIX A

VANGUARD CALIFORNIA TAX-FREE FUNDS 
Vanguard California Intermediate-Term Tax-Exempt Fund 
Vanguard California Long-Term Tax-Exempt Fund 
Vanguard California Municipal Money Market Fund 
 
VANGUARD CHARLOTTE FUNDS 
Vanguard Total International Bond Index Fund 
 
VANGUARD CMT FUNDS 
Vanguard Municipal Cash Management Fund 
 
VANGUARD CONVERTIBLE SECURITIES FUND 
Vanguard Convertible Securities Fund 
 
VANGUARD FENWAY FUNDS 
Vanguard PRIMECAP Core Fund 
 
VANGUARD FIXED INCOME SECURITIES 
Vanguard Intermediate-Term Investment-Grade Fund 
Vanguard Short-Term Investment-Grade Fund 
Vanguard High-Yield Corporate Fund 
Vanguard Long-Term Investment-Grade Fund 
Vanguard Ultra-Short-Term Bond Fund 
 
VANGUARD EXPLORER FUND 
Vanguard Explorer Fund 
 
VANGUARD HORIZON FUNDS 
Vanguard Global Equity Fund 
Vanguard Strategic Equity Fund 
Vanguard Strategic Small-Cap Equity Fund 
 
VANGUARD INDEX FUNDS 
Vanguard 500 Index Fund 

 

Information Classification: Limited Access


 

Execution Version

VANGUARD INSTITUTIONAL INDEX FUNDS 
Vanguard Institutional Index Fund 
 
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS 
Vanguard Global ex-U.S. Real Estate Index Fund 
Vanguard Total World Stock Index Fund 
 
VANGUARD MALVERN FUNDS 
Vanguard Institutional Intermediate-Term Bond Fund 
Vanguard Institutional Short-Term Bond Fund 
Vanguard Capital Value Fund 
Vanguard U.S. Value Fund 
Vanguard Emerging Markets Bond Fund 
Vanguard Short-Term Inflation-Protected Securities Index Fund 
 
VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS 
Vanguard Massachusetts Tax-Exempt Fund 
 
VANGUARD MONTGOMERY FUNDS 
Vanguard Market Neutral Fund 
 
VANGUARD MORGAN GROWTH FUND 
Vanguard Morgan Growth Fund 
 
VANGUARD MUNICIPAL BOND FUNDS 
Vanguard High-Yield Tax-Exempt Fund 
Vanguard Intermediate-Term Tax-Exempt Fund 
Vanguard Limited-Term Tax-Exempt Fund 
Vanguard Long-Term Tax-Exempt Fund 
Vanguard Municipal Money Market Fund 
Vanguard Short-Term Tax-Exempt Fund 
Vanguard Tax-Exempt Bond Index Fund 
 
VANGUARD NEW JERSEY TAX-FREE FUNDS 
Vanguard New Jersey Long-Term Tax-Exempt Fund 
Vanguard New Jersey Municipal Money Market Fund 
 
VANGUARD NEW YORK TAX-FREE FUNDS 
Vanguard New York Long-Term Tax-Exempt Fund 
Vanguard New York Municipal Money Market Fund 
 
VANGUARD OHIO TAX-FREE FUNDS 
Vanguard Ohio Long-Term Tax-Exempt Fund 
 
VANGUARD PENNSYLVANIA TAX-FREE FUNDS 
Vanguard Pennsylvania Long-Term Tax-Exempt Fund 
Vanguard Pennsylvania Municipal Money Market Fund 
 
VANGUARD QUANTITATIVE FUNDS 
Vanguard Growth and Income Fund 
 
 
Information Classification: Limited Access 

 


 

Execution Version

VANGUARD SCOTTSDALE FUND 
Vanguard Explorer Value Fund 
Vanguard Russell 3000 Index Fund 
 
VANGUARD SPECIALIZED FUNDS 
Dividend Appreciation Index Fund 
Vanguard Energy Fund 
Vanguard Health Care Fund 
 
VANGUARD STAR FUNDS 
Vanguard STAR Fund 
 
VANGUARD TAX-MANAGED FUNDS 
Vanguard Developed Markets Index Fund 
 
VANGUARD TRUSTEES’ EQUITY FUND 
Vanguard Alternative Strategies Fund 
Vanguard Emerging Markets Select Stock Fund 
 
VANGUARD VARIABLE INSURANCE FUNDS 
Balanced Portfolio 
Capital Growth Portfolio 
Diversified Value Portfolio 
Equity Income Portfolio 
Equity Index Portfolio 
Growth Portfolio 
High Yield Bond Portfolio 
Mid-Cap Index Portfolio 
REIT Index Portfolio 
International Portfolio 
Small Company Growth Portfolio 
 
VANGUARD WELLESLEY INCOME FUND 
Vanguard Wellesley Income Fund 
 
VANGUARD WHITEHALL FUNDS 
Vanguard Emerging Markets Government Bond Index Fund 
Vanguard Mid-Cap Growth Fund 
Vanguard Selected Value Fund 
 
VANGUARD WINDSOR FUNDS 
Vanguard Windsor Fund 
Vanguard Windsor II Fund 
 
VANGUARD WORLD FUND 
Vanguard Consumer Discretionary Index Fund 
Vanguard Consumer Staples Index Fund 
Vanguard Energy Index Fund 
Vanguard Financials Index Fund 
Vanguard FTSE Social Index Fund 
Vanguard Health Care Index Fund 
 
Information Classification: Limited Access 

 


 



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Vanguard Municipal Bond Funds of our report dated December 13, 2018, relating to the financial statements and financial highlights, which appears in Vanguard Municipal Money Market Fund’s Annual Report on Form N-CSR for the year ended October 31, 2018, and of our reports dated December 18, 2018, relating to the financial statements and financial highlights, which appear in Vanguard High-Yield Tax-Exempt Fund, Vanguard Intermediate-Term Tax-Exempt Fund, Vanguard Limited-Term Tax-Exempt Fund, Vanguard Long-Term Tax-Exempt Fund, Vanguard Short-Term Tax-Exempt Fund and Vanguard Tax-Exempt Bond Index Fund’s Annual Reports on Form N-CSR for the year ended October 31, 2018. We also consent to the references to us under the headings “Financial Statements”, “Service Providers—Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 22, 2019


VANGUARD FUNDS
MULTIPLE CLASS PLAN

I. INTRODUCTION

     This Multiple Class Plan (the “Plan”) describes seven separate classes of shares that may be offered by investment company members of The Vanguard Group of Mutual Funds (collectively the “Funds,” individually a “Fund”). The Plan has been adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940 (the “1940 Act”) to allow each Fund to offer multiple classes of shares in a manner permitted by Rule 18f-3, subject to the requirements imposed by the Rule. Each Fund may offer any one or more of the specified classes.

     The Plan has been approved by the Board of Directors of The Vanguard Group, Inc. (“VGI”). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund (“Fund Board”), including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.

II. SHARE CLASSES

A Fund may offer any one or more of the following share classes:

Investor Shares Admiral
Shares Institutional Shares
Institutional Plus Shares
Institutional Select Shares
ETF Shares
Transition Shares

III. DISTRIBUTION, AVAILABILITY AND ELIGIBILITY

     Distribution arrangements for all classes are described below. Distribution arrangements vary by VGI business line depending on the eligibility of the client segments to whom they market. Each Fund retains sole discretion in determining share class availability, and VGI retains discretion in determining whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:

A. Investor Shares

     Investor Shares generally will be available to investors who are not permitted to purchase other classes of shares, subject to the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Investor Shares of a

1


 

Fund will normally be lower than the amount required for any other class of shares of that Fund. Investor Shares are typically distributed by all VGI business lines.

B. Admiral Shares

     Admiral Shares generally will be available to retail, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested in the Fund; or (ii) any other factors deemed appropriate by a Fund’s Board. Admiral Shares are typically distributed by all VGI business lines.

C. Institutional Shares

     Institutional Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount per account for Institutional Shares will be substantially higher than the amounts required for Investor Shares or Admiral Shares. Institutional Shares are typically distributed by Vanguard’s financial advisory services and institutional business lines.

D. Institutional Plus Shares

     Institutional Plus Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Plus Shares will be substantially higher than the amount required for Institutional Shares. Institutional Plus Shares are typically distributed by VGI’s financial advisory services and institutional business lines.

E. Institutional Select Shares

     Institutional Select Shares generally will be available to institutional investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Select Shares will be the highest among all Fund share classes. Institutional Select Shares are typically distributed by VGI’s institutional business line.

F. ETF Shares

     A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants, and who generally pay for their ETF shares by depositing a prescribed basket consisting predominantly of securities with the Fund. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Fund’s distributor. Additional eligibility requirements may be specified in Schedule B hereto, as such Schedule may be amended from time to time. Investors

2


 

who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all VGI business lines.

G. Transition Shares

     Transition Shares generally will be available solely to Funds that operate as Funds-of-Funds and meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.

IV. SERVICE ARRANGEMENTS

     Shareholders in all share classes will receive a range of shareholder services provided by VGI. These services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. Each share class will bear its proportionate share of VGI’s cost of providing such services in accordance with Section VI of the Plan.

V. CONVERSION FEATURES

A. Self-Directed Conversions

     1. Conversion into Investor Shares, Admiral Shares, Institutional Shares Institutional Plus Shares, and Institutional Select Shares.

Shareholders may conduct self-directed conversions from one share class into another share class of the same Fund for which they are eligible. Self-directed conversions may be initiated by the shareholder; however, depending upon the particular share class and the complexity of the shareholder’s accounts, such conversions may require the assistance of a VGI representative. Shareholders may convert from one share class into another share class provided that following the conversion the shareholder meets the then applicable eligibility requirements for the share class into which they are converting. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI’s receipt of the shareholder’s request in good order.

     2. Conversion into ETF Shares. Except as otherwise provided, a shareholder may convert Investor Shares, Admiral Shares, or Institutional Shares into ETF Shares of the same Fund (if available), provided that: (i) the share class out of which the shareholder is converting and the ETF Shares declare and distribute dividends on the same schedule; (ii) the shares to be converted are not held through an employee benefit plan; and (iii) following the conversion, the shareholder will hold ETF Shares through a brokerage account. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI’s receipt of the shareholder’s request in good order. VGI or the Fund may charge an administrative fee to

3


 

process conversion transactions.

B. Automatic Conversions

     1. Automatic conversion into Admiral Shares. VGI may automatically convert Investor Shares into Admiral Shares of the same Fund (if available), provided that following the conversion the shareholder meets the eligibility requirements for Admiral Shares. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI’s conversion without the imposition of any charge. Such automatic conversions may occur on a periodic, or one-time basis. Automatic conversions may not apply to certain financial types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by VGI management).

     2. Automatic conversion into Institutional Shares, Institutional Plus Shares, or Institutional Select Shares. VGI may conduct automatic conversions of any share class into either Institutional Shares, Institutional Plus Shares, or Institutional Select Shares in accordance with then-current eligibility requirements.

C. Involuntary Conversions and Cash Outs

     1. Cash Outs. If a shareholder in any class of shares no longer meets the eligibility requirements for such shares, the Fund may, if permitted under applicable law, cash out the shareholder’s remaining account balance. Any such cash out will be preceded by written notice to the shareholder and will be subject to the Fund’s normal redemption fees, if any.

     2. Conversion of Admiral Shares, Institutional Shares, and Institutional Plus Shares. If a shareholder no longer meets the eligibility requirements for the share class currently held, the Fund may convert the shareholder’s holdings into the share class for which such shareholder is eligible. Any such conversion will be preceded by written notice to the shareholder, and will occur at the respective net asset values of the share classes without the imposition of any sales load, fee, or other charge.

     3. Conversions of Transition Shares. When a Fund that issues Transition Shares has completed the relevant portfolio transition, the Fund will convert the Transition Shares to another share class of the same Fund as appropriate, based on the eligibility requirements of such class as specified in Schedule B hereto, as such Schedule may be amended from time to time.

VI. EXPENSE ALLOCATION AMONG CLASSES

A. Background

     VGI is a jointly-owned subsidiary of the Funds. VGI provides the Funds, on an at-cost basis, virtually all of their corporate management, administrative and

4


 

distribution services. VGI also may provide investment advisory services on an at-cost basis to the Funds. VGI was established and operates pursuant to a Funds’ Service Agreement between itself and the Funds (the “Agreement”), and pursuant to certain exemptive orders granted by the U.S. Securities and Exchange Commission (“Exemptive Orders”). VGI’s direct and indirect expenses of providing corporate management, administrative and distribution services to the Funds are allocated among such Funds in accordance with methods specified in the Agreement or such other methods as may be approved by the Board of Directors of VGI (“VGI Board”) as permitted under the Agreement and by the Fund Board.1

B. Class Specific Expenses

     1. Expenses for Account-Based Services. Expenses associated with VGI’s provision of account-based services to the Funds will be allocated among the share classes of each Fund on the basis of the amount incurred by each such class as follows:

     (a) Account maintenance expenses. Expenses associated with the maintenance of investor accounts will be proportionately allocated among each Fund’s share classes based upon a monthly determination of the costs to service each class of shares. Factors considered in this determination are (i) the percentage of total shareholder accounts represented by each class; and (ii) the percentage of total account transactions performed by VGI for each class.

     (b) Expenses of special servicing arrangements. Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Fund’s share classes primarily based on their percentage of total shareholder accounts receiving the special servicing arrangements.

     (c) Literature production and mailing expenses. Expenses associated with shareholder reports, proxy materials and other literature will be allocated among each Fund’s share classes based upon the number of such items produced and mailed for each class.

     2. Other Class Specific Expenses. Expenses for the primary benefit of a particular share class will be allocated to that share class. Such expenses would include any legal fees attributable to a particular class.

1 In accordance with the methods set out in the Agreement and VGI Board and Fund Board approved methods, the expenses that would otherwise have been allocated to each Fund that operates as a Fund-of-Funds are reallocated to the approved share class of the underlying Funds in the Fund-of-Funds’ portfolio on a pro rata basis based on the Fund-of-Fund’s relative net assets invested in the underlying Fund’s share class.

5


 

C. Fund-Wide Expenses

     1. Marketing and Distribution Expenses. Each share class will bear marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class. Retail and institutional businesses expenses will be allocated based on the percentage of client accounts in each share class serviced by the respective business. Financial advisory service expenses will be apportioned based on the percentage of assets in each share class.

Expenses associated with each share class will be allocated only among the Funds that have such share class according to the “Vanguard Modified Formula,” with each share class or each Fund treated as if it were a separate Fund. The Vanguard Modified Formula is set forth in the Agreement and in certain of the SEC Exemptive Orders. This allocation

has been deemed an appropriate allocation methodology by each Fund 
Board under paragraph (c)(1)(v) of Rule 18f-3 under the 1940 Act. 

 

     2. Asset Management Expenses. Expenses associated with management of a Fund’s assets (including all advisory, tax preparation and custody fees) will be allocated among the Fund’s share classes on the basis of their relative net assets.

     3. Other Fund Expenses. Any other Fund expenses not described above will be allocated among the share classes on the basis of their relative net assets.

VII. ALLOCATION OF INCOME, GAINS AND LOSSES

     Income, gains and losses will be allocated among each Fund’s share classes on the basis of their relative net assets. As a result of differences in allocated expenses, it is expected that the net income of, and dividends payable to, each class of shares will vary. Dividends and distributions paid to each class of shares will be calculated in the same manner, on the same day and at the same time.

VIII. VOTING AND OTHER RIGHTS

     Each share class will have: (i) exclusive voting rights on any matter submitted to shareholders that relates solely to its service or distribution arrangements; and (ii) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of the other class; and (iii) in all other respects the same rights, obligations and privileges as each other, except as described in the Plan.

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IX. AMENDMENTS

     All material amendments to the Plan must be approved by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of VGI.

Original Board Approval: July 21, 2000
Last Approved by Board: November 30, 2018

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SCHEDULE A to

VANGUARD FUNDS MULTIPLE CLASS PLAN

Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.

Vanguard Fund  Share Classes Authorized 
 
Vanguard Admiral Funds   
  Treasury Money Market Fund  Investor 
  S&P 500 Value Index Fund  Institutional, ETF 
  S&P 500 Growth Index Fund  Institutional, ETF 
  S&P MidCap 400 Index Fund  Institutional, ETF 
  S&P MidCap 400 Value Index Fund  Institutional, ETF 
  S&P MidCap 400 Growth Index Fund  Institutional, ETF 
  S&P SmallCap 600 Index Fund  Institutional, ETF 
  S&P SmallCap 600 Value Index Fund  Institutional, ETF 
  S&P SmallCap 600 Growth Index Fund  Institutional, ETF 
 
Vanguard Bond Index Funds   
  Short-Term Bond Index Fund  Investor, Admiral, Institutional, 
    Institutional Plus, ETF 
  Intermediate-Term Bond Index Fund  Investor, Admiral, Institutional, Institutional 
    Plus, ETF 
  Long-Term Bond Index Fund  Investor, Admiral, Institutional, 
    Institutional Plus, ETF 
  Total Bond Market Index Fund  Investor, Admiral, Institutional, Institutional 
    Plus, Institutional Select, ETF 
  Total Bond Market II Index Fund  Investor, Institutional 
  Inflation-Protected Securities Fund  Investor, Admiral, Institutional 
 
Vanguard California Tax-Free Funds   
  Municipal Money Market Fund  Investor 
  Intermediate-Term Tax-Exempt Fund  Investor, Admiral 
  Long-Term Tax-Exempt Fund  Investor, Admiral 
 
Vanguard Charlotte Funds   
  Total International Bond Index Fund  Investor, Admiral, Institutional, 
    Institutional Select, ETF 
  Global Credit Bond Fund  Investor, Admiral 

 

1


 

Vanguard Fund  Share Classes Authorized 
 
Vanguard Chester Funds   
  PRIMECAP Fund  Investor, Admiral 
  Target Retirement Income Fund  Investor 
  Target Retirement 2010 Fund  Investor 
  Target Retirement 2015 Fund  Investor 
  Target Retirement 2020 Fund  Investor 
  Target Retirement 2025 Fund  Investor 
  Target Retirement 2030 Fund  Investor 
  Target Retirement 2035 Fund  Investor 
  Target Retirement 2040 Fund  Investor 
  Target Retirement 2045 Fund  Investor 
  Target Retirement 2050 Fund  Investor 
  Target Retirement 2055 Fund  Investor 
  Target Retirement 2060 Fund  Investor 
  Target Retirement 2065 Fund  Investor 
  Institutional Target Retirement Income Fund  Institutional 
  Institutional Target Retirement 2010 Fund  Institutional 
  Institutional Target Retirement 2015 Fund  Institutional 
  Institutional Target Retirement 2020 Fund  Institutional 
  Institutional Target Retirement 2025 Fund  Institutional 
  Institutional Target Retirement 2030 Fund  Institutional 
  Institutional Target Retirement 2035 Fund  Institutional 
  Institutional Target Retirement 2040 Fund  Institutional 
  Institutional Target Retirement 2045 Fund  Institutional 
  Institutional Target Retirement 2050 Fund  Institutional 
  Institutional Target Retirement 2055 Fund  Institutional 
  Institutional Target Retirement 2060 Fund  Institutional 
  Institutional Target Retirement 2065 Fund  Institutional 
 
Vanguard Convertible Securities Fund  Investor 
 
Vanguard Explorer Fund  Investor, Admiral 
 
Vanguard Fenway Funds   
  Equity Income Fund  Investor, Admiral 
  Growth Equity Fund  Investor 
  PRIMECAP Core Fund  Investor 
 
Vanguard Fixed Income Securities Funds   
  Ultra-Short-Term Bond Fund  Investor, Admiral 
  Real Estate II Index Fund  Institutional Plus 
  Short-Term Treasury Fund  Investor, Admiral 
  Short-Term Federal Fund  Investor, Admiral 
  Short-Term Investment-Grade Fund  Investor, Admiral, Institutional 
  Intermediate-Term Treasury Fund  Investor, Admiral 
  Intermediate-Term Investment-Grade Fund  Investor, Admiral 
  GNMA Fund  Investor, Admiral 

 

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Vanguard Fund  Share Classes Authorized 
 
  Long-Term Treasury Fund  Investor, Admiral 
  Long-Term Investment-Grade Fund  Investor, Admiral 
  High-Yield Corporate Fund  Investor, Admiral 
 
Vanguard Horizon Funds   
  Capital Opportunity Fund  Investor, Admiral 
  Global Equity Fund  Investor 
  Strategic Equity Fund  Investor 
  Strategic Small-Cap Equity Fund  Investor 
 
Vanguard Index Funds   
  500 Index Fund  Investor, Admiral, Institutional Select, ETF 
  Extended Market Index Fund  Investor, Admiral, Institutional, 
    Institutional Plus, Institutional Select, ETF 
  Growth Index Fund  Investor, Admiral, Institutional, ETF 
  Large-Cap Index Fund  Investor, Admiral, Institutional, ETF 
  Mid-Cap Growth Index Fund  Investor, Admiral, ETF 
  Mid-Cap Index Fund  Investor, Admiral, Institutional, 
    Institutional Plus, ETF 
  Mid-Cap Value Index Fund  Investor, Admiral, ETF 
  Small-Cap Growth Index Fund  Investor, Admiral, Institutional, ETF 
  Small-Cap Index Fund  Investor, Admiral, Institutional, 
    Institutional Plus, ETF 
  Small-Cap Value Index Fund  Investor, Admiral, Institutional, ETF 
  Total Stock Market Index Fund  Investor, Admiral, Institutional, Institutional 
    Plus, Institutional Select, ETF 
  Value Index Fund  Investor, Admiral, Institutional, ETF 
 
Vanguard Institutional Index Funds   
  Institutional Index Fund  Institutional, Institutional Plus 
  Institutional Total Stock Market Index Fund  Institutional, Institutional Plus 
 
Vanguard International Equity Index Funds   
  Emerging Markets Stock Index Fund  Investor, Admiral, Institutional, 
    Institutional Plus 
  FTSE Emerging Markets ETF  ETF 
  European Stock Index Fund  Investor, Admiral, Institutional, 
    Institutional Plus 
  FTSE Europe ETF  ETF 
  FTSE All-World ex US Index Fund  Investor, Admiral, Institutional, Institutional 
    Plus, ETF 
  Pacific Stock Index Fund  Investor, Admiral, Institutional, 
    Institutional Plus 
  FTSE Pacific ETF  ETF 
  Total World Stock Index Fund  Investor, Admiral, Institutional, ETF 
  FTSE All World ex-US Small-Cap Index Fund  Investor, Admiral, Institutional, ETF 
  Global ex-U.S. Real Estate Index Fund  Investor, Admiral, Institutional, ETF 

 

3


 

Vanguard Fund  Share Classes Authorized 
 
Vanguard Malvern Funds   
  Capital Value Fund  Investor 
  Short-Term Inflation-Protected Securities   
  Index Fund  Investor, Admiral, Institutional, ETF 
  U.S. Value Fund  Investor 
  Institutional Short-Term Bond Fund  Institutional Plus 
  Institutional Intermediate-Term Bond Fund  Institutional Plus 
  Core Bond Fund  Investor, Admiral 
  Emerging Markets Bond Fund  Investor, Admiral 
 
Vanguard Massachusetts Tax-Exempt Funds   
  Massachusetts Tax-Exempt Fund  Investor 
 
Vanguard Money Market Funds   
  Prime Money Market Fund  Investor, Admiral 
  Federal Money Market Fund  Investor 
 
Vanguard Morgan Growth Fund  Investor, Admiral 
 
Vanguard Montgomery Funds   
  Market Neutral Fund  Investor, Institutional 
 
Vanguard Municipal Bond Funds   
  Municipal Money Market Fund  Investor 
  Short-Term Tax-Exempt Fund  Investor, Admiral 
  Limited-Term Tax-Exempt Fund  Investor, Admiral 
  Intermediate-Term Tax-Exempt Fund  Investor, Admiral 
  Long-Term Tax-Exempt Fund  Investor, Admiral 
  High-Yield Tax-Exempt Fund  Investor, Admiral 
  Tax-Exempt Bond Index Fund  Investor, Admiral, ETF 
 
Vanguard New Jersey Tax-Free Funds   
  Municipal Money Market Fund  Investor 
  Long-Term Tax-Exempt Fund  Investor, Admiral 
 
Vanguard New York Tax-Free Funds   
  Municipal Money Market Fund  Investor 
  Long-Term Tax-Exempt Fund  Investor, Admiral 
 
Vanguard Ohio Tax-Free Funds   
  Long-Term Tax-Exempt Fund  Investor 
 
Vanguard Pennsylvania Tax-Free Funds   
  Municipal Money Market Fund  Investor 
  Long-Term Tax-Exempt Fund  Investor, Admiral 

 

4


 

Vanguard Fund  Share Classes Authorized 
 
Vanguard Quantitative Funds   
  Growth and Income Fund  Investor, Admiral 
 
Vanguard Scottsdale Funds   
  Short-Term Treasury Index Fund  Institutional, Admiral, ETF 
  Intermediate-Term Treasury Index Fund  Institutional, Admiral, ETF 
  Long-Term Treasury Index Fund  Institutional, Admiral, ETF 
  Short-Term Corporate Bond Index Fund  Institutional, Admiral, ETF 
  Intermediate-Term Corporate Bond Index Fund  Institutional, Admiral, ETF 
  Long-Term Corporate Bond Index Fund  Institutional, Admiral, ETF 
  Mortgage-Backed Securities Index Fund  Institutional, Admiral, ETF 
  Explorer Value Fund  Investor 
  Russell 1000 Index Fund  Institutional, ETF 
  Russell 1000 Value Index Fund  Institutional, ETF 
  Russell 1000 Growth Index Fund  Institutional, ETF 
  Russell 2000 Index Fund  Institutional, ETF 
  Russell 2000 Value Index Fund  Institutional, ETF 
  Russell 2000 Growth Index Fund  Institutional, ETF 
  Russell 3000 Index Fund  Institutional, ETF 
  Total Corporate Bond ETF  ETF 
  Total World Bond ETF  ETF 
 
Vanguard Specialized Funds   
  Energy Fund  Investor, Admiral 
  Global Capital Cycles Fund  Investor 
  Health Care Fund  Investor, Admiral 
  Dividend Growth Fund  Investor 
  Real Estate Index Fund  Investor, Admiral, Institutional, ETF 
  Dividend Appreciation Index Fund  Investor, Admiral, ETF 
 
Vanguard STAR Funds   
  LifeStrategy Conservative Growth Fund  Investor 
  LifeStrategy Growth Fund  Investor 
  LifeStrategy Income Fund  Investor 
  LifeStrategy Moderate Growth Fund  Investor 
  STAR Fund  Investor 
  Total International Stock Index Fund  Investor, Admiral, Institutional, 
    Institutional Plus, Institutional Select, 
    ETF 
Vanguard Tax-Managed Funds   
  Tax-Managed Balanced Fund  Admiral 
  Tax-Managed Capital Appreciation Fund  Admiral, Institutional 
  Developed Markets Index Fund  Investor, Admiral, Institutional, 
    Institutional Plus 
  FTSE Developed Markets ETF  ETF 
  Tax-Managed Small-Cap Fund  Admiral, Institutional 

 

5


 

Vanguard Fund  Share Classes Authorized 
 
Vanguard Trustees’ Equity Fund   
  International Value Fund  Investor 
  Diversified Equity Fund  Investor 
  Emerging Markets Select Stock Fund  Investor 
  Alternative Strategies Fund  Investor 
 
Vanguard Valley Forge Funds   
  Balanced Index Fund  Investor, Admiral, Institutional 
  Managed Payout Fund  Investor 
 
Vanguard Variable Insurance Funds   
  Balanced Portfolio  Investor 
  Conservative Allocation Portfolio  Investor 
  Diversified Value Portfolio  Investor 
  Equity Income Portfolio  Investor 
  Equity Index Portfolio  Investor 
  Growth Portfolio  Investor 
  Global Bond Index Portfolio  Investor 
  Total Bond Market Index Portfolio  Investor 
  High Yield Bond Portfolio  Investor 
  International Portfolio  Investor 
  Mid-Cap Index Portfolio  Investor 
  Moderate Allocation Portfolio  Investor 
  Money Market Portfolio  Investor 
  Real Estate Index Portfolio  Investor 
  Short-Term Investment Grade Portfolio  Investor 
  Small Company Growth Portfolio  Investor 
  Capital Growth Portfolio  Investor 
  Total International Stock Market Index Portfolio  Investor 
  Total Stock Market Index Portfolio  Investor 
 
Vanguard Wellesley Income Fund  Investor, Admiral 
 
Vanguard Wellington Fund   
  U.S. Liquidity Factor ETF  ETF 
  U.S. Minimum Volatility ETF  ETF 
  U.S. Momentum Factor ETF  ETF 
  U.S. Multifactor ETF  ETF 
  U.S. Multifactor Fund  Admiral 
  U.S. Quality Factor ETF  ETF 
  U.S. Value Factor ETF  ETF 
  Wellington Fund  Investor, Admiral 

 

6


 

Vanguard Fund  Share Classes Authorized 
 
Vanguard Whitehall Funds   
  Selected Value Fund  Investor 
  Mid-Cap Growth Fund  Investor 
  International Explorer Fund  Investor 
  High Dividend Yield Index Fund  Investor, Admiral, ETF 
  Emerging Markets Government   
  Bond Index Fund  Investor, Admiral, Institutional, ETF 
  Vanguard Global Minimum Volatility Fund  Investor, Admiral 
  International Dividend Appreciation Index Fund  Investor, Admiral, ETF 
  International High Dividend Yield Index Fund  Investor, Admiral, ETF 
 
Vanguard Windsor Funds   
  Windsor Fund  Investor, Admiral 
  Windsor II Fund  Investor, Admiral 
 
Vanguard World Fund   
  Extended Duration Treasury Index Fund  Institutional, Institutional Plus, ETF 
  FTSE Social Index Fund  Investor, Admiral, Institutional 
  Global Wellesley Income Fund  Investor, Admiral 
  Global Wellington Fund  Investor, Admiral 
  International Growth Fund  Investor, Admiral 
  Mega Cap Index Fund  Institutional, ETF 
  Mega Cap Growth Index Fund  Institutional, ETF 
  Mega Cap Value Index Fund  Institutional, ETF 
  U.S. Growth Fund  Investor, Admiral 
  Consumer Discretionary Index Fund  Admiral, ETF 
  Consumer Staples Index Fund  Admiral, ETF 
  Energy Index Fund  Admiral, ETF 
  Financials Index Fund  Admiral, ETF 
  Health Care Index Fund  Admiral, ETF 
  Industrials Index Fund  Admiral, ETF 
  Information Technology Index Fund  Admiral, ETF 
  Materials Index Fund  Admiral, ETF 
  Communication Services Index Fund  Admiral, ETF 
  Utilities Index Fund  Admiral, ETF 
  ESG U.S. Stock ETF  ETF 
  ESG International Stock ETF  ETF 

 

Original Board Approval: July 21, 2000
Last Updated: January 23, 2019

7


 

SCHEDULE B
to
VANGUARD FUNDS MULTIPLE CLASS
PLAN

VGI has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plan’s eligibility requirements.2 These policies are reviewed and monitored on an ongoing basis in conjunction with VGI’s Compliance Department.

Investor Shares - Eligibility Requirements

Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000 ($50,000 for Vanguard Treasury Money Market Fund). Personal Advisor Services clients, clients investing through financial intermediaries, and institutional clients may hold Investor Shares without restriction in Funds that do not offer Admiral Shares. A Vanguard Fund may, from time to time, establish higher or lower minimum amounts for Investor Shares. Each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.

Financial intermediaries that serve as mutual fund supermarkets may only invest in Investor Shares of Funds in which Investor Shares are available and may not invest in other share classes of such Funds. Mutual fund supermarket means a program or platform offered by a financial intermediary through which such intermediary’s retail clients may purchase and sell mutual funds offered by a variety of independent fund families on a self-directed basis without advice or recommendation from a financial advisor or broker. This definition may be changed or amended at any time and without prior notice as may be determined in the discretion of VGI management. Nothing in the definition of mutual fund supermarket should be construed to prohibit Vanguard Brokerage Services from offering the Funds’ other share classes to its eligible clients.

Admiral Shares – Eligibility Requirements

Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $3,000 for retail clients in index Funds and $50,000 for retail clients in actively-managed Funds. Personal Advisor Services clients, clients investing through financial intermediaries and institutional clients may hold Admiral Shares of both index and actively-managed Funds without restriction. Funds may, from time to time, establish higher or lower minimum amounts for Admiral Shares, and each Fund and VGI reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Admiral Share class eligibility also is subject to the following rule:

Certain Retirement Plans – Admiral Shares of actively-managed Funds generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.3

Mutual Fund Supermarkets – Admiral Shares are not available to mutual fund supermarkets, except where a Fund does not have Investor Shares.

2 The eligibility of a Fund that operates as a Fund-of-Funds to invest in a particular share class of an underlying Fund is determined by VGI and the Fund Board.

3 Admiral Share classes of all Funds are available to 403(b) plan participants in Vanguard’s Retail 403(b) business, which is serviced by The Newport Group.


 

Institutional Shares – Eligibility Requirements

Institutional Shares generally require a minimum initial investment and ongoing account balance of $5,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.

Institutional Share class eligibility also is subject to the following special rules:4

Retail clients. Retail clients may hold Institutional Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund.

Financial intermediary clients. Financial intermediaries generally may hold Institutional Shares for the benefit of their underlying clients provided that: (1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.

Home office model portfolios offered on wealth management platforms administered by financial intermediaries5 may offer Institutional Shares, provided: (1) the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and (2) the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Shares for the Fund.

A home office model portfolio must meet the following criteria:

(1) the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself); (2) the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.

Institutional clients. An institutional client may hold Institutional Shares if the total amount aggregated among all accounts held by such a client (including accounts held through financial intermediaries) and invested in the Fund is at least $5 million (or such higher minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker6 for each account; and (2) the total balance in each account in the Fund.

4 The following special rules also apply to Vanguard Prime Money Market Fund – Admiral Shares. 5 For purposes of this Schedule B, this is not intended to include robo advisors.

6 For purposes of this Schedule B, a common-decision maker includes, but is not limited to, a corporate entity that controls multiple pools of assets invested in a Fund. For example, a corporate entity that acts as a plan sponsor for a retirement plan may have one or more investment committees or boards of trustees overseeing both the retirement plan account as well as other accounts invested in the Fund. In this case, the corporate entity would be considered a common-decision maker for each account where there is a common membership across each investment committee or governing body making investment decisions for each account. Common-decision makers do not include financial intermediaries.


 

Institutional clients with assets in certain Vanguard collective investment trusts and Funds.

Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column (“Corresponding Funds”) for purposes of meeting the investment minimum for Institutional Shares of the Corresponding Funds.

Trust/Fund  Corresponding Fund 
Vanguard Institutional Total Stock  Vanguard Total Stock Market Index 
Market Index Trust  Fund 
Vanguard Institutional Total Stock  Vanguard Institutional Total Stock 
Market Index Trust  Market Index Fund 
Vanguard Institutional Total Bond  Vanguard Total Bond Market Index 
Market Index Trust  Fund 
Vanguard Institutional Total  Vanguard Total International Stock 
International Stock Market Index Trust  Market Index Fund 
Vanguard Institutional 500 Index Trust  Vanguard Institutional Index Fund 
Vanguard Institutional 500 Index Trust  Vanguard 500 Index Fund 
Vanguard Institutional Extended Market  Vanguard Extended Market Index Fund 
Index Trust   
Vanguard Employee Benefit Index  Vanguard Institutional Index Fund 
Fund   
Vanguard Employee Benefit Index  Vanguard 500 Index Fund 
Fund   
Vanguard Russell 1000 Growth Index  Vanguard Russell 1000 Growth Index 
Trust  Fund 
Vanguard Russell 1000 Value Index  Vanguard Russell 1000 Value Index 
Trust  Fund 
Vanguard Russell 2000 Growth Index  Vanguard Russell 2000 Growth Index 
Trust  Fund 
Vanguard Russell 2000 Value Index  Vanguard Russell 2000 Value Index 
Trust  Fund 
Vanguard Target Retirement Trust  Vanguard Institutional Target 
  Retirement Fund (full suite) 

 

Investment by Vanguard Target Retirement Collective Trust. A Vanguard Target Retirement Trust that is a collective trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in underlying Funds (a “TRT”) may hold Institutional Shares of an underlying Fund whether or not its investment meets the minimum investment threshold specified above.

Accumulation Periodç Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.


 

Institutional Plus Shares - Eligibility Requirements

Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of $100,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Plus Share class eligibility also is subject to the following special rules:

Retail clients. Retail clients may hold Institutional Plus Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. For purposes of this rule, VGI management is authorized to permit aggregation of a greater number of accounts in the case of clients whose aggregate assets within the Funds are expected to generate substantial economies in the servicing of their accounts.

Institutional clients. An institutional client may hold Institutional Plus Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $100 million (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker for each account; and (2) the total balance in each account held in the Fund.

Institutional clients with assets in certain Vanguard collective investment trusts and Funds.

Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column (“Corresponding Funds”) for purposes of meeting the investment minimum for Institutional Plus Shares of the Corresponding Funds.

Trust/Fund  Corresponding Fund 
Vanguard Institutional Total Stock  Vanguard Total Stock Market Index 
Market Index Trust  Fund 
Vanguard Institutional Total Stock  Vanguard Institutional Total Stock 
Market Index Trust  Market Index Fund 
Vanguard Institutional Total Bond  Vanguard Total Bond Market Index 
Market Index Trust  Fund 
Vanguard Institutional Total  Vanguard Total International Stock 
International Stock Market Index Trust  Market Index Fund 
Vanguard Institutional 500 Index Trust  Vanguard Institutional Index Fund 
Vanguard Institutional 500 Index Trust  Vanguard 500 Index Fund 
Vanguard Institutional Extended Market  Vanguard Extended Market Index Fund 
Index Trust   
Vanguard Employee Benefit Index  Vanguard Institutional Index Fund 
Fund   

 


 

Vanguard Employee Benefit Index  Vanguard 500 Index Fund 
Fund   
Vanguard Russell 1000 Growth Index  Vanguard Russell 1000 Growth Index 
Trust  Fund 
Vanguard Russell 1000 Value Index  Vanguard Russell 1000 Value Index 
Trust  Fund 
Vanguard Russell 2000 Growth Index  Vanguard Russell 2000 Growth Index 
Trust  Fund 
Vanguard Russell 2000 Value Index  Vanguard Russell 2000 Value Index 
Trust  Fund 
Vanguard Target Retirement Trust  Vanguard Institutional Target 
  Retirement Fund (full suite) 

 

Financial intermediary clients. Financial intermediaries generally may hold Institutional Plus Shares for the benefit of their underlying clients provided that: (1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.

Home office model portfolios offered on wealth management platforms administered by financial intermediaries may offer Institutional Plus Shares, provided: (1) the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and (2) the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Plus Shares for the Fund.

A home office model portfolio must meet the following criteria:

(1) the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself); (2) the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.

Accumulation Period - Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Plus Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Plus Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.


 

Asset Allocation Models - Clients with defined asset allocation models whose assets meet eligibility requirements may qualify for Institutional Plus Shares if such models comply with policies and procedures that have been approved by VGI management.

Institutional Select Shares - Eligibility Requirements

Institutional Select Shares generally require a minimum initial investment and ongoing account balance of $3,000,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Select Share class eligibility also is subject to the following special rules:

Institutional clients. An institutional client may hold Institutional Select Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $3 billion (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) the client acts as a common-decision maker for each account; and (2) the total balance in each account in the Fund.

Financial intermediary clients. Financial intermediaries generally may hold Institutional Select Shares for the benefit of their underlying clients provided that: (1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.

Accumulation Period - Accounts funded through regular contributions (e.g. employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Select Shares upon account creation, rather than undergoing the conversion process shortly after account set-up, if VGI management determines that the account will become eligible for Institutional Select Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.

Investment by VGI collective investment trusts with a similar mandate. A VGI collective investment trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in an underlying Fund with an index-based mandate may hold Institutional Select Shares of an underlying Fund with a similar index-based mandate whether or not its investment meets the minimum investment threshold specified above.

ETF Shares – Eligibility Requirements

The eligibility requirements for ETF Shares will be set forth in the Fund’s registration statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized Participant, as defined in Paragraph III.F of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund, and will be set forth in the relevant Fund’s prospectus. The value of a Fund’s Creation Unit will vary with the net asset value of the


 

Fund’s ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket consisting predominantly of securities with the Fund.

Transition Shares – Eligibility Requirements

Transition Shares will be offered only to Funds that operate as a Fund-of-Funds and only by an underlying Fund (i) that is receiving assets in kind from one or more Funds and (ii) that will “transition” those in-kind assets by selling some or all of them and using the proceeds to purchase different assets. There is no minimum investment amount for Transition Shares.

Original Board Approval: July 21, 2000 Last Approved by Board: November 30, 2018


Code of Ethics

Do the right thing



 

Table of Contents   
 
Message from our CEO   
The Code of Ethics at a Glance  2 
Section 1. Background  4 
Section 2. Standards of Conduct  4  
2.1. Conflicts of Interest   
(a) When can conflicts of interest arise?   
(b) What types of conflicts of interest must I avoid?   
(c) Which conflicts of interest do I need to disclose?   
(d) When and how do I disclose conflicts of interest?   
Section 3. Outside Business Activities  6 
3.1 Outside Business Activity Requirements   
(a) Am I prohibited from engaging in any outside business activities?   
(b) Am I required to obtain preclearance for any outside business activities?   
(c) What outside business activities do not require preclearance?   
(d) When and how do I preclear an outside business activity?   
Section 4. Gift and Entertainment Policy  10 
Section 5. Anti-Bribery Policy  10 
Section 6. Antitrust and Competition Policy .  12 
Section 7. Duty of Confidentiality  12 
Section 8. Personal Trading and Reporting Requirements .  12 
8.1 General Trading Prohibitions and Reporting Requirements   
(a) What are the general trading prohibitions?   
(b) Am I required to maintain Securities in a brokerage account at Vanguard?   
(c) What am I required to report?   
8.2 Additional Trading and Reporting Requirements for Investment Persons  15 
(a) Which Securities trades am I required to preclear?   
(b) How do I obtain preclearance?   
(c) How long is my preclearance approval valid?   
(d) Am I required to obtain preclearance before investing in a Private Placement?   
(e) Are there Securities transactions that I do not need to preclear?   
(f) Am I subject to restrictions on my personal trading in Covered Securities?   
(g) Am I prohibited from engaging in certain Securities transactions?   
(h) What happens if I make a “short-term trade” in a Vanguard Fund?   
(i) Are there any additional reporting requirements that apply to me?   

 


 

Table of Contents (continued)

8.3 Additional Trading Prohibitions and Reporting Requirements for Fund Access Persons  20 
(a) Which Securities trades am I required to preclear?   
(b) How do I obtain preclearance?   
(c) How long is my preclearance approval valid?   
(d) Am I required to obtain preclearance before investing in a Private Placement?   
(e) Are there Securities transactions that I do not need to preclear?   
(f) Am I subject to restrictions on my personal trading in Covered Securities?   
(g) Am I prohibited from engaging in any Securities transactions?   
(h) What happens if I make a “short-term trade” in a Vanguard Fund?   
(i) Are there any additional reporting requirements that apply to me?   
8.4 Additional Trading Prohibitions and Reporting Requirements for VAI Access Persons  24 
(a) Am I required to preclear Security trades?   
(b) Am I required to obtain preclearance before investing in a Private Placement?   
(c) Am I prohibited from engaging in any Securities transactions?   
(d) What happens if I make a “short-term trade” in a Vanguard Fund?   
(e) Are there any additional reporting requirements that apply to me?   
8.5 Additional Trading Prohibitions for Non-U.S. Crew Members  26 
(a) What are the additional trading prohibitions?   
(b) What are the Vanguard Fund reporting requirements in Australia?   
(c) What are the additional trading restrictions for Japan?   
(d) What additional information is required to be reported for accounts where I have Investment Discretion?   
 
Section 9. Certification Requirements  28 
9.1 What am I required to certify initially?   
9.2 What am I required to certify annually?   
Section 10. Penalties and Sanctions  28 
10.1 How are violations administered by Compliance?   
10.2 How is an appropriate sanction determined?   
10.3 How is the materiality of a violation determined?   
10.4 What are my obligations to report a violation?   
Section 11. Waivers  29 
Appendix A. Definitions  31 
Appendix B. Independent Directors and Trustees  36 

 


 


Do the right thing

At Vanguard, the trust of our clients is our greatest asset. And that trust can only be preserved if each one of us does the right thing on behalf of Vanguard and our clients.

Our Code of Ethics is built on our commitment to maintaining the highest standards of ethical behavior and fiduciary responsibility. Our actions, decisions, and interests should never compete with the interests of Vanguard or our clients.

All crew members are responsible for understanding and complying with our Code of Ethics. Please know and follow the policies that apply to you, and be accountable for your actions. If you are a manager, help your crew to understand and comply with the Code of Ethics through your words and your actions.

Use the Code of Ethics as your guide when faced with challenging decisions or circumstances. But remember, the Code of Ethics is a document. It cannot anticipate every situation. Ultimately, we rely on your sense of personal integrity to protect and enhance Vanguard’s reputation. Never underestimate the importance of your own ethical conduct in our mission to treat investors fairly and give them the best chance to succeed.


Mortimer J. Buckley
President and Chief Executive Officer


 

The Code of Ethics at a Glance

Below are some of the general requirements of the Code of Ethics which may impact you the most. These descriptions are for guidance only. Please consult the applicable provisions of the Code of Ethics for detailed requirements.

1. Clients’ Interests Come First  6. Antitrust and Competition 
You must serve the interests of Vanguard  You are prohibited from engaging in activity 
Clients ahead of your own personal interests.  that could have an anticompetitive effect on 
  the price of goods, services, securities, 
2. Conflicts of Interest  or other trading conditions in the global 
Your actions, decisions, and interests should  marketplace in which we operate. 
not compete or conflict with Vanguard   
or Vanguard Clients’ interests. You must  7. Insider Trading 
report any potential conflicts of interest to  You are prohibited from buying or selling 
Compliance.  any Security while in the possession of 
  material nonpublic information about the 
3. Business Activities Outside of Vanguard  issuer of the Security. 
You may engage in outside business activities   
that do not conflict with Vanguard’s interests;  8. Personal Trading Activities 
however, you must obtain approval from  You are required to abide by the Code of Ethics 
Compliance for certain outside business  requirements related to holding, reporting, and 
activities.  trading Securities for personal benefit. Personal 
  trading restrictions and reporting requirements 
4. Gifts and Entertainment  vary depending on the rules of the country you 
When doing business with Vanguard Clients,  are working in and whether you are an Access 
vendors, potential Vanguard Clients, and  Person or a Non-Access Person. 
others, you must abide by limitations on giving   
and receiving gifts and business entertainment.  9. Certification Requirements 
Under the Gift and Entertainment Policy, you  On an annual basis, you must acknowledge 
must report certain gifts and entertainment to  that you understand the Code of Ethics and 
Compliance.  will comply with its provisions. 

 

5. Anti-Bribery

You are prohibited from engaging or participating in any form of bribery or corruption.

2


 

Clients’ Interests
Come First

You must serve the
interests of Vanguard
Clients ahead of your
own personal interests.


 

Section 1. Background 2.1 Conflicts of Interest

The Code of Ethics (“Code”) has been approved A conflict of interest is defined as any situation and adopted by the board of directors of The where financial or other personal factors can Vanguard Group, Inc. (“Vanguard”), the boards of compromise independence, objectivity, or trustees of each of the Vanguard Funds, and the professional judgment. A conflict of interest boards of directors of each of Vanguard’s Affiliates, exists when these factors compete, or give the as applicable. Unless stated otherwise, the Code appearance of competing, with your duty to serve applies to all Crew Members and Contingent the interests of Vanguard and Vanguard Clients.

Workers. The Code also contains provisions applicable to Independent Directors and Trustees 2.1(a) When can conflicts of interest arise?

(Appendix B).

     Even the perception of a conflict could negatively affect Vanguard and harm our reputation. It’s Section 2. Standards of Conduct important to understand the following conflict situations: Vanguard consistently seeks to earn and maintain the trust and loyalty of our clients by adhering Actual conflict of interest. A situation where to the highest standards of ethical behavior and your personal interests directly conflict with fiduciary responsibility. You must adhere at all your duties, responsibilities, or the terms of times to the spirit, and not just the letter, of the your assignment at Vanguard.

Code. Any transaction or activity that violates either Perceived conflict of interest. A situation of the standards of conduct described below is where it appears that your personal interests prohibited, regardless of whether it meets technical inappropriately influence the performance of rules found elsewhere in the Code. Accordingly, your duties, responsibilities, or the terms of you must conduct yourself in accordance with your assignment at Vanguard - whether founded applicable law and regulations, and the following or not. standards of conduct:

Potential conflict of interest. A situation that could arise in the future where your

Vanguard Clients’ interests come first. You personal interests would affect your duties, must at all times place the interests of Vanguard responsibilities, or the terms of your assignment Clients first. In particular, you must avoid serving at Vanguard. your own personal interests ahead of the interests of Vanguard Clients.

Depending on your role or the terms of your

Conflicts of interest must be avoided. assignment at Vanguard, the potential for conflict Your actions, decisions, and interests cannot may also arise where an Immediate Family compete or conflict with Vanguard’s interests Member is employed by, or associated with, a or the interests of Vanguard Clients. You must company with which Vanguard has or is looking to ensure that you do not have a conflict with your establish a relationship. duties for Vanguard and that you do not use Vanguard’s name, property, facilities, confidential

     Example:Your spouse is employed as a trader at information, relationships, or other assets for a brokerage firm that executes Vanguard Fund personal benefit or for outside work or other trades - if you are a phone associate, a conflict endeavors. may not exist; however, if you hold a position in the Investment Management Group or Fund Vanguard Affiliates or your specific department Financial Services, a potential conflict may exist. may have additional policies regarding conflicts of interest that you must also follow.

4


 


Your actions, decisions, and
interests should not compete
or conflict with Vanguard or
Vanguard Clients’ interests.
You must report any potential
conflicts of interest to
Compliance.


 

2.1(b) What types of conflicts of interest must Contingent Workers must also consult with their I avoid? employer if an actual, perceived, or potential conflict arises.

You need to avoid situations where a conflict of interest could arise, including: MCO Resource – To disclose conflicts of interest, complete a Conflicts of Interest Any business interest that competes, directly Disclosure Form via MCO. or indirectly, with the interests of Vanguard or Vanguard Clients while working on Vanguard

Section 3. Outside Business

matters.

Activities

Any situation where you would benefit, directly or indirectly, from Vanguard’s dealings with

     You are permitted to engage in certain outside others. business activities (permanent, part-time, or one-time assignment) during your personal time.

2.1(c) Which conflicts of interest do I need to However, those activities must not adversely affect disclose? Vanguard or present a conflict of interest. Your job at Vanguard must come first over other business You are required to disclose the following opportunities, nonprofit activities, or a second information: job. Be mindful of conflicts, obtain any necessary Any situation that may present the potential for approvals, and be aware that you may be required a conflict of interest with Vanguard’s business to discontinue an activity if a conflict exists. or the interests of Vanguard Clients.

While Contingent Workers are exempt from the

Any employment arrangements or positions requirements of Section 3, those Contingent

(e.g., board member) of an Immediate Family

Workers who hold a FINRA license are required

Member that may present the potential for to comply with the FINRA Licensing Policy on conflict with Vanguard and its activities (e.g.,

     CrewNet. relationships with potential or existing vendors or financial institutions, including banks, with

     In addition to the requirements and restrictions in whom Vanguard conducts business). this section, the following supplemental policies may apply to Crew Members:

2.1(d) When and how do I disclose conflicts of interest? Senior Executive Covered Activity Policy

     (officers and Crew Members in roles Report any conflicts – whether actual, perceived, designated as M6/P6/S6 or higher). or potential – to Compliance as soon as they arise. Managing Director Outside Business Activity Contact Compliance if you encounter a conflict Policy. that is not explicitly addressed by our policies, or is potentially significant to a business area or across If there is a conflict between a requirement in the divisions. Code and a more restrictive requirement in one of these supplemental policies, the more restrictive Certain Vanguard Affiliates or departments may requirement outlined in the Senior Executive have additional policies regarding conflicts of Covered Activity Policy or the Managing Director interest. Crew Members and Contingent Workers Outside Business Activity Policy will govern. in those departments must also follow those policies. If in doubt about whether you are subject to additional departmental or Vanguard Affiliate Web Resource – If you are FINRA licensed, policies, please check with your Vanguard manager you are also required to comply with the FINRA or Compliance. Licensing Policy on CrewNet.

6


 


You may engage in outside business activities that do not conflict with Vanguard’s interests; however, you must obtain approval from Compliance for certain outside business activities.


 

3.1 Outside Business Activity Requirements  or charitable organization. 
 
3.1(a) Am I prohibited from engaging in any  All entrepreneurial activities, including home and 
outside business activities?  family businesses and independent consulting. 
 
Yes. The following activities are generally  Volunteer positions that involve reviewing, 
prohibited:  recommending or approving Securities for an 
  organization. This includes, but is not limited to, 
Holding a second job with any company or  serving on the finance or investment committee 
organization whose activities could create a  of a nonprofit organization, or serving as 
conflict of interest with your employment at  treasurer for a homeowners association or on a 
Vanguard. This includes, but is not limited to,  school board. 
selling Securities, term insurance, or fixed  Any activity where your role is similar or closely 
or variable annuities; providing investment  related to your responsibilities at Vanguard. 
advice or financial planning or registering as an   
independent investment advisor; or engaging  Any government position, whether paid or 
in any business activity similar to your job at  unpaid, elected or appointed (e.g., an elected 
Vanguard.  official or member, director, officer, or employee 
Working, including serving as a director, officer,  of a government agency, authority, advisory 
or in an advisory capacity, for any business or  board or other board, such as a public school or 
enterprise that competes with Vanguard.  library board). 
Working for any organization that could benefit  Any official position with any federal, state, 
from your knowledge of confidential Vanguard  or local government authority, or service as 
information, such as new Vanguard products,  a board member or in any representative 
services, or technology.  capacity for any civic, public interest, or regional 
  business interest organization. Example: You 
Serving on the board of a publicly traded  are the executive director of a local chamber 
company (or on the board of a company  of commerce or on the board of a wildlife 
reasonably expected to become a public  protection organization. 
company).   
Using Vanguard time, equipment, services, or  Any board position, whether compensated or 
property or enlisting Crew Members for the  non-compensated, including advisory positions. 
benefit of the outside business activity.  This includes, but is not limited to, positions 
  on boards of nonprofit organizations, charitable 
Allowing your activities, or the time you spend  foundations, universities, hospitals, and civic, 
on them, to interfere with the performance of  religious, or fraternal organizations. 
your job.   
  Any position on a panel or committee of an index 
Accepting a business opportunity from someone  provider. 
who does, or seeks to do, business with   
Vanguard if the person made the offer because  Acting as a real estate agent or conducting any 
of your position at Vanguard.  mortgage related activities. 
Selling interests, soliciting investors or referring  Any teaching positions where the subject matter 
participants to a Private Securities Transaction.  relates to Vanguard business that is not in the 
Certain elected or appointed political positions.  course of your duties for Vanguard. 
  Crypto Mining for Digital Currencies, Digital 
3.1(b) Am I required to obtain preclearance  Utility Tokens, or Digital Security Tokens. 
for any outside business activities?  Engaging in an equity or a debt-based 
Yes. You are required to obtain prior written  Crowdfunding project or venture. 
approval for the following outside business   
activities:   
Compensated positions held outside of   
Vanguard, including positions with a nonprofit   

 

8


 

Gifts and
Entertainment

When doing business
with Vanguard Clients,
vendors, potential
Vanguard Clients, and
others, you must abide
by limitations on giving
and receiving gifts and
business entertainment.
Under the Gift and
Entertainment Policy, you
must report certain gifts
and entertainment to
Compliance.

Anti-Bribery

You are prohibited from engaging or participating in any form of bribery or corruption.


 

3.1(c) What outside business activities do not  Section 4. Gift and Entertainment 
require preclearance?  Policy 
 
You are not required to obtain written approval for  You are subject to Vanguard’s Gift and 
the following activities:  Entertainment Policy, which is considered an 
  integral part of the Code. There are restrictions on 
Compensated positions in a retail business - for  the extent to which gifts or entertainment may be 
example, positions in retail or department stores  received from or provided to any third party. 
or in the food service industry.   
Ownership of a second home, rental property, or  Web Resource – Refer to the Gift and 
investment property, provided that the property  Entertainment Policy on the Code of Ethics 
does not do business with Vanguard.  Resource page on CrewNet for information and 
Selling items on online auction sites, so long as  guidelines. 
it is not operated as a business.   
 
Unpaid positions with holding companies,  Section 5. Anti-Bribery Policy 
trusts, or non-operating entities that hold your or   
your family’s real estate or other Investments,  You are subject to Vanguard’s Anti-Bribery Policy, 
provided the Securities would not otherwise  which prohibits bribery and corruption in all forms. 
require approval if held directly.  You must not offer, give, or receive anything of 
  value for the purpose of improperly obtaining 
3.1(d) When and how do I preclear an outside  business, retaining business or securing an 
business activity?  improper advantage for Vanguard. 
 
Other than those outside business activities   
described in Section 3.1(c), you are required to  Web Resource – Refer to the Anti-Bribery 
obtain approval for outside business activities:  Policy on the Code of Ethics Resource page on 
  CrewNet for information and guidelines. 
If you are already participating in an activity upon   
joining Vanguard.   
Before accepting any new activity.   
If there are any changes to a previously reported   
activity.   
 
In certain situations, you may receive a follow-up   
form from Compliance requiring you to obtain   
approval from a Vanguard Officer or Managing   
Director.   
 
Note: Vanguard Officers may not accept or   
participate in any outside business activities   
unless they have received written approval   
from a Vanguard Managing Director or the Chief   
Executive Officer in addition to receiving written   
approval from Compliance.   

 

MCO Resource – To seek approval, you must complete the Outside Business Activities Form via MCO.

10


 


You are prohibited from engaging
in activity that could have an
anticompetitive effect on the price
of goods, services, securities, or
other trading conditions in the global
marketplace in which we operate.


 

Section 6. Antitrust and  provisions. In addition to the requirements 
Competition Policy  of the Code, you must act at all times in 
  accordance with the specific confidentiality 
You are subject to Vanguard’s Antitrust and  provisions in such agreements. Contact your 
Competition Policy, which prohibits you  employer for more information. 
from engaging in activity that could have an   
anticompetitive effect on the price of goods,  Section 8. Personal Trading 
services and/or securities or other trading  Activities 
conditions in the global marketplace in which   
we operate.  You must avoid taking personal advantage of your 
  knowledge of Securities activity in Vanguard Funds 
Web Resource – Refer to the Antitrust and  or Vanguard Client accounts. The Code includes 
Competition Policy on the Code of Ethics  specific restrictions on personal investing, but 
Resource page on CrewNet for information and  cannot anticipate every fact pattern or situation. You 
guidelines.  should adhere at all times to the spirit, and not just 
  the letter, of the Code. There are additional trading 
Section 7. Duty of Confidentiality  prohibitions and reporting requirements if you are 
  designated as either an Investment Person (Section 
You must keep confidential any nonpublic  8.2), Fund Access Person (Section 8.3), or VAI 
information you may have obtained while working at  Access Person (Section 8.4). 
Vanguard or while on assignment at Vanguard. This   
information includes, but is not limited to information  Regardless of your designation, Compliance has 
about:  the authority, with appropriate notice to you, to 
  apply any or all of the trading restrictions within the 
The Vanguard Funds (e.g., recent or impending  Code. 
Securities transactions, activities of the funds’   
advisors, offerings of new funds, changes  8.1 General Trading Prohibitions and 
to fund minimums or other provisions in the  Reporting Requirements 
prospectus, or closings of funds).   
Current or prospective Vanguard Clients (e.g.,  The requirements of this Section 8.1(a) apply to 
their personal information, Investments, or  all persons subject to the Code. The requirements 
account transactions).  of Section 8.1(c) apply to all Crew Members and 
Other Crew Members, Contingent Workers, or  Contingent Workers deemed Associated Persons. 
Independent Directors and Trustees (e.g., their   
pay, benefits, position level, and performance  8.1(a) What are the general trading prohibitions? 
ratings).   
  Engaging in conduct that is deceitful, fraudulent, 
Vanguard business activities (e.g., new services,  or manipulative, or that involves false or 
products, technology, or business initiatives).  misleading statements, in connection with the 
  purchase or sale of a Security by a Vanguard 
You must not disclose confidential information to  Fund or Vanguard Client account. 
any other person unless it is necessary for the  Intentionally, recklessly, or negligently circulating 
performance of your duties for Vanguard, there is a  false information or rumors that may affect 
business purpose for doing so, and such disclosure  the securities markets or may be perceived as 
is authorized by Vanguard.  market manipulation. 
  Trading on knowledge of Vanguard Fund 
Contingent Workers may also be subject to a  activities. Taking personal advantage of 
non-disclosure agreement and/or a service or  knowledge of recent, impending, or planned 
supply agreement with specific confidentiality   

 

12


 


You are prohibited from buying or selling any Security while in the possession of material nonpublic information about the issuer of the Security.


 

Securities activities of the Vanguard Funds or  Non-U.S. Crew Members: No. You and your 
their investment advisors. You are prohibited  Immediate Family Members are not required to 
from purchasing or selling - directly or indirectly -  maintain Reportable Securities within a Vanguard 
any Security or Related Security when you know  Brokerage Account. 
that the Security is being purchased or sold, or   
considered for purchase or sale, by a Vanguard  U.S. and Non-U.S. Contingent Workers: No. 
Fund (with the exception of an index fund).  You and your Immediate Family Members are not 
These prohibitions apply to all Securities in which  required to maintain Reportable Securities within a 
you have acquired or will acquire Beneficial  Vanguard Brokerage Account. 
Ownership.   
Vanguard Insider Trading Policies. You are  Web Resource – Refer to the U.S. Crew - 
subject to the Insider Trading Policy and/or any  Securities to be Held at Vanguard document, 
similar policy of the Vanguard Affiliate for which  which can be accessed from the Code of Ethics 
you work. Each of these policies are considered  Resource page on CrewNet. 
an integral part of the Code. Each policy prohibits   
you from buying or selling any Security while in  8.1(c) What am I required to report? 
possession of material, nonpublic information   
about the issuer of the Security. The policies  The requirements of this Section apply to all 
prohibit you from communicating any nonpublic  Crew Members and Contingent Workers deemed 
information about any Security or issuer of  Associated Persons. 
Securities to third parties.   
Vanguard FundTrading. When purchasing,  Initial Holdings Report – Within ten calendar days 
exchanging, or redeeming shares of a Vanguard  of joining Vanguard, you must disclose all Covered 
Fund, you and your Immediate Family Members  Accounts and all Reportable Securities held by you 
must adhere to the policies and standards  or an Immediate Family Member. This includes 
set forth in the fund’s prospectus, or offering  Brokerage Accounts held at Vanguard, as well as 
document, including policies on market-timing  those held at another financial institution. This 
and frequent trading.  information must be current as of 45 calendar days 
  before joining Vanguard. 
Initial Coin Offerings. You are prohibited from   
participating in an Initial Coin Offering.  MCO Resource – You will receive an Initial 
  Certification to complete which will include a 
Web Resource – Refer to your local Insider  section to disclose Covered Accounts and all 
Trading Policy on the Code of Ethics Resource  Reportable Securities via MCO. 
page on CrewNet for further information.   
  In addition, you must notify Compliance if you or 
8.1(b) Am I required to maintain Securities in a  an Immediate Family Member has subsequently 
brokerage account at Vanguard?  opened, or intends to open, a Covered Account 
  with a financial institution (e.g., broker, dealer, 
U.S. Crew Members: Yes. You and your Immediate  advisor, or any other professional money manager), 
Family Members are required to maintain all  has acquired holdings in Reportable Securities, 
Reportable Securities within a Vanguard Brokerage  or if a preexisting Covered Account (including a 
Account. You may hold Vanguard Funds, other than  Vanguard Brokerage Account) becomes associated 
Vanguard ETFs, outside of Vanguard. Employer-  with you (such as through marriage or inheritance). 
sponsored retirement accounts (e.g., 401(k) and   
403(b)), 529 Plans, and Compliance-approved  MCO Resource – Disclose new Covered 
accounts are exempt from this requirement (e.g.,  Accounts and Reportable Securities via MCO. 
Managed Account). Vanguard ETFs must be held   
within a Vanguard Brokerage Account.   

 

14


 

  8.2(a) Which Securities trades am I required 
  to preclear? 
Quick Guide: Refer   
to the Trading and  You must obtain, for yourself and on behalf of your 
Reporting Requirements  Immediate Family Members, preclearance for any 
for Non-Access Persons  transaction in a Covered Security and in a Vanguard 
document, which can be  ETF. 
accessed from the Code   
of Ethics Resource page  By seeking preclearance, you will be deemed to be 
on CrewNet.  advising Compliance that you: 
 
  Do not possess any material, nonpublic 
Duplicate statements and transaction  information relating to the security. 
confirmations – You must disclose transactions   
in Reportable Securities made by you and your  Do not use knowledge of any proposed trade 
Immediate Family Members. For any disclosed  or investment program relating to the Vanguard 
Vanguard Brokerage Accounts, Compliance will  Funds for personal benefit. 
receive transaction confirmations automatically.  Believe the proposed trade is available to any 
For each approved Covered Account and any  market participant on the same terms. 
holdings of Reportable Securities held outside   
of Vanguard, it is your responsibility to ensure  Non-U.S. Investment Persons may be subject to 
duplicate statements and transaction confirmations  additional restrictions. See Section 8.5. 
are delivered to Compliance. If the sponsor of your   
Covered Account is not able to send statements   
and daily transaction confirmations (electronic or  Quick Guide: Refer 
paper) directly to Vanguard, you will be required to  to the Trading and 
submit copies through MCO immediately after you  Reporting Requirements 
receive them, unless you receive an exemption  for Investment Persons 
from this requirement from Compliance. You do not  document, which can be 
need to report an account or submit transaction  accessed from the Code 
confirmations or statements if the account does  of Ethics Resource page 
not have the ability to hold Securities (e.g., a  on CrewNet. 
traditional checking account).   
 
Contingent Workers deemed Associated Persons  8.2(b) How do I obtain preclearance? 
are required to comply with and are subject to   
the Securities Account Reporting Obligations on  You must receive preclearance through the 
CrewNet.  MCO system or from an authorized member of 
  Compliance. Transactions in Covered Securities and 
8.2 Additional Trading and Reporting  Vanguard ETFs may not be executed before you 
Requirements for Investment Persons  receive approval. 
  Same day limit orders are permitted; however, 
The requirements of this Section 8.2 are in addition  good ‘til canceled orders (such as limit orders that 
to the requirements of Section 8.1 and apply to all  stay open over the course of multiple trading days 
transactions or holdings in which an Investment  until a security reaches a specified market price) 
Person has, or will acquire, Beneficial Ownership  are not permitted. 
of Securities. To see if you are designated as an   
Investment Person, reference the Investment  Attempting to gain approval after the transaction 
Persons Departments list on CrewNet. Note: this  has occurred is not permitted. Completing a 
designation could apply to Crew Members or  personal trade before receiving approval or after 
Contingent Workers.  the approval window expires constitutes a violation 

 

15


 

of the Code. See Section 10 for more information  may be granted after a review of the facts and 
regarding the sanctions that may be imposed as a  circumstances, including whether: 
result of a violation.   
  An investment in the securities is likely to result 
MCO Resource – Preclearance must be obtained  in future conflicts with Vanguard Client accounts. 
via MCO. Once the required information is  You are being offered the opportunity due to your 
submitted, your preclearance request will be  employment at, or association with, Vanguard. 
approved or denied immediately.   
  If you receive approval to purchase Securities in a 
8.2(c) How long is my preclearance approval  Private Placement, you must inform Compliance if 
valid?  that Security goes to public offer or is pending listing 
  on an exchange. 
U.S.: Preclearance approval will expire at the   
end of the trading day on which it is issued (e.g.,  MCO Resource – To seek preclearance of 
if you receive approval for a trade on Monday,  a Private Placement, complete the Outside 
it is effective until the market closes on that  Business Activities Form via MCO. 
Monday). Preclearance for limit orders is good   
for transactions on the same day that approval   
is granted only. If you receive approval for a limit  8.2(e) Are there Securities transactions that I do 
order, it must be executed or expire at the close  not need to preclear? 
of regular trading on the same business day for   
which approval was granted. If you wish to execute  Yes. You are not required to obtain preclearance for 
the limit order after the close of regular trading on  the following: 
the day you received approval, you must submit a   
new preclearance request for the day you wish to  Purchases or sales of Vanguard Funds. Note: 
execute the trade.  The purchase or sale of Vanguard ETFs require 
  preclearance. 
Non-U.S.: If you receive approval, transactions  Purchases or sales where the person requesting 
must be executed no later than the end of trading  preclearance has no direct or indirect influence 
on the next business day after the preclearance is  or control over the Covered Security (e.g., you 
granted. If the transaction is not placed within that  have a trust in your name but you are not the 
time, you must submit a new request for approval  trustee who places the transaction, provided 
before placing the transaction. If you preclear a  you have granted Investment Discretion 
limit order, that limit order must either be executed  to the trustee and there has been no prior 
or expire at the end of the next business day. If you  communication between you and the trustee 
want to execute the order after the next business  regarding the transaction). 
day period expires, you must resubmit your  Corporate actions in Covered Securities such 
preclearance request.  as stock dividends, stock splits, mergers, 
  consolidations, spin-offs, or other similar 
8.2(d) Am I required to obtain preclearance  corporate reorganizations or distributions. 
before investing in a Private Placement?  Purchases or sales made as a part of an 
  Automatic Investment Program. 
Yes. You cannot invest in securities offered to   
potential investors in a Private Placement or other  Purchases made upon the exercise of Rights by 
limited investment offering without first obtaining  an issuer in proportion to all holders of a class 
preclearance from Compliance. You must provide  of its Securities, to the extent such Rights were 
documentation describing the investment (e.g.,  acquired for such issuer. 
offering memorandum, subscription documents,  Acquisitions of Covered Securities through gifts 
etc.) so as to enable Compliance to conduct a  or bequests. 
thorough review of the investment. Approval   

 

16


 

Personal Trading Activities

You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.



 

8.2(f) Am I subject to restrictions on my personal   
trading in Covered Securities?  Quick Guide: For 
  example on the above 
Yes. You may be subject to certain restrictions if  trade scenarios, refer 
you purchase or sell a Covered Security within  to Code of Ethics Q&A, 
seven days before or after a Vanguard Fund  which can be accessed 
purchases or sells the same Covered Security or a  from the Code of 
Related Security (the “blackout period”).  Ethics Resource page 
  on CrewNet. 
If you purchase a Covered Security within seven   
days before a Vanguard Fund purchases the same   
Covered Security or a Related Security, you may be  Compliance may exempt from these restrictions 
required to hold the Covered Security for 6 months  trades during blackout periods that coincide with 
before being permitted to sell the Covered Security  trading by certain Vanguard Funds (e.g., index 
for a profit.  funds). 
 
If you sell a Covered Security within seven days  Compliance may waive the blackout period as it 
before a Vanguard Fund sells the same Covered  applies to the sale of a Covered Security if the 
Security or a Related Security, you may be required  Chief Compliance Officer determines its application 
to disgorge any profits earned from your sale of the  creates a significant hardship to you (e.g., you 
Covered Security (exclusive of commissions) at a  need cash for a home purchase or to cover a major 
price higher than what the Vanguard Fund received  medical expense) and, in the opinion of the Chief 
for selling the Covered Security or a Related  Compliance Officer, satisfies the requirements for a 
Security.  waiver in Section 11. 
 
In general, you will not receive preclearance to  Web Resource – Refer to the Hardship Waiver 
purchase a Covered Security within seven days  Request Form on the Code of Ethics Resource 
after a Vanguard Fund trades the same Covered  page on CrewNet. 
Security or a Related Security. If you execute the   
transaction without receiving preclearance, you   
will have violated this Code and must immediately   
sell the Covered Security and disgorge all profits  Quick Guide: Refer 
received from the sale to Vanguard (exclusive of  to the Trading and 
commissions).  Reporting Requirements 
  for Investment Persons 
  document, which can be 
In general, you will not receive preclearance to  accessed from the Code 
sell a Covered Security within seven days after a  of Ethics Resource page 
Vanguard Fund trades the same Covered Security  on CrewNet. 
or a Related Security. If you execute the transaction   
without receiving preclearance, you will have   
violated the Code and must disgorge the difference   
(exclusive of commissions) between the sale price  8.2(g) Am I prohibited from engaging in certain 
you received and the Vanguard Fund’s sale price (as  Securities transactions? 
long as your sales price is higher), multiplied by the   
number of shares you sold.  Yes. You are prohibited from engaging in the 
  following Securities transactions: 
In addition to these restrictions, local law may   
dictate the extent to which any gains must be  Futures and Options. You are prohibited from 
relinquished.  entering into, acquiring, or selling any Futures 
  contract (including single stock futures) or any 

 

18


 

Option on any Covered Security (including  Nothing in this section is intended to replace, nullify, 
Options on ETFs).  or modify any requirements imposed by a Vanguard 
Initial Public Offerings and Secondary  Fund. 
Offerings. You are prohibited from acquiring   
Securities in an Initial Public Offering or Secondary  Note: This section applies to transactions in 
Offering.  Vanguard Funds other than Vanguard ETFs 
  (e.g., Vanguard mutual funds). As noted above, 
Short-Selling. You are prohibited from selling  Investment Persons are prohibited from purchasing 
short any Security that you do not own or from  and then selling any Vanguard ETF at a profit, as well 
otherwise engaging in Short-Selling activities.  as selling and then repurchasing a Vanguard ETF at a 
Short-TermTrading. You are prohibited from  lower price within 60 calendar days 
purchasing and then selling any Covered Security   
or a Vanguard ETF at a profit, as well as selling  8.2(i) Are there any additional reporting 
and then repurchasing a Covered Security or a  requirements that apply to me? 
Vanguard ETF at a lower price within 60 calendar   
days. Gains are calculated based on last in, first  In addition to the standard reporting requirements 
out method for purposes of this restriction. If you  set forth in Section 8.1(c), you must also disclose 
realize profits on short-term trades, you will be  the following: 
required to relinquish the profits. In addition, the   
trade will be recorded as a violation of the Code.  Covered Accounts where you exercise 
Spread Bets. You are prohibited from participating  Investment Discretion. 
in Spread Betting on Securities, indexes, interest  Accounts, 529 college savings plans and annuity 
rates, currencies, or commodities.  or insurance products holding Vanguard Funds. 
 
8.2(h) What happens if I make a “short-term  The information must be updated in MCO no 
trade” in a Vanguard Fund?  later than ten calendar days after you become an 
  Investment Person or joining Vanguard. 
Compliance will monitor trading in Vanguard Funds,   
other than Vanguard ETFs, and will review situations  QuarterlyTransactions Report – Within 30 days of 
where Vanguard Fund shares are redeemed within  quarter end, you must certify that all transactions 
30 calendar days of purchase (a “short-term trade”).  effected in Covered Securities during the quarter 
You may be required to relinquish any profit made on  have been recorded accurately in MCO. If there are 
a short-term trade and will be subject to disciplinary  no transactions in Covered Securities the report 
action if Compliance determines the short-term  should state “None.” You will not be required 
trade was detrimental to a Vanguard Fund or a  to certify if Compliance receives automated or 
Vanguard Client or that there is a history of frequent  duplicate confirmations and statements. Note: 
trading by you or your Immediate Family Members.  Compliance receives duplicate confirms and 
For purposes of this paragraph:  statements for all Vanguard accounts. 
 
A redemption includes a redemption by any  Annual Holdings Report – Within 30 calendar 
means, including an exchange out of a Vanguard  days of receipt, you must certify that all Covered 
Fund.  Accounts and Reportable Securities are recorded 
This policy does not cover purchases and  accurately in MCO. 
redemptions/sales (i) into or out of Vanguard   
money market funds, Vanguard short-term bond  If you are an Investment Person of Vanguard 
funds, or (ii) through an Automatic Investment  Investments Hong Kong, Limited (VIHK), the 
Program.  holdings disclosure requirement is semi-annual, 
  including the provision of statements. 

 

19


 

  Non-U.S. Fund Access Persons may be subject to 
  additional restrictions. See Section 8.5(a). 
Quick Guide: Refer   
to the Trading and   
Reporting Requirements  Quick Guide: Refer 
for Investment Persons,  to the Trading and 
which can be accessed  Reporting Requirements 
from the Code of Ethics  for Fund Access 
Resource page on  Persons document, 
CrewNet.  which can be accessed 
  from the Code of Ethics 
  Resource page on 
  CrewNet. 
MCO Resource – Verify and disclose all Covered   
Accounts and holdings in Reportable Securities  8.3(b) How do I obtain preclearance? 
via MCO   
  You must receive preclearance through the MCO 
  system or by contacting Compliance. Transactions 
8.3 AdditionalTrading Prohibitions and Reporting  in Covered Securities may not be executed before 
Requirements for Fund Access Persons  you receive approval. 
 
The requirements of this Section 8.3 are in addition  Same day limit orders are permitted; however, 
to the requirements of Section 8.1 and apply to all  good ‘til canceled orders (such as limit orders that 
transactions or holdings in which a Fund Access  stay open over the course of multiple trading days 
Person has, or will acquire, Beneficial Ownership  until a security reaches a specified market price) 
of Securities. To see if you are designated as a  are not permitted. 
Fund Access Person, reference the Fund Access   
Persons Departments list on CrewNet. Note: this  Attempting to gain approval after the transaction 
designation could apply to Crew Members or  has occurred is not permitted. Completing a 
Contingent Workers.  personal trade before receiving approval or after 
  the approval window expires constitutes a violation 
8.3(a) Which Securities trades am I required to  of the Code. See Section 10 for more information 
preclear?  regarding the sanctions that may be imposed as a 
  result of a violation. 
You must obtain, for yourself and on behalf of your   
Immediate Family Members, preclearance for any  MCO Resource – Preclearance must be obtained 
transaction in a Covered Security.  via MCO. Once the required information is 
  submitted, your preclearance request will be 
By seeking preclearance, you will be deemed to be  approved or denied immediately. 
advising Compliance that you:   
 
Do not possess any material, nonpublic  8.3(c) How long is my preclearance approval 
information relating to the security.  valid? 
 
Do not use knowledge of any proposed trade  U.S.: Preclearance approval will expire at the 
or investment program relating to the Vanguard  end of the trading day on which it is issued (e.g., 
Funds for personal benefit.  if you receive approval for a trade on Monday, 
Believe the proposed trade is available to any  it is effective until the market closes on that 
market participant on the same terms.  Monday). Preclearance for limit orders is good 
  for transactions on the same day that approval 
  is granted only. If you receive approval for a limit 

 

20


 

order, it must be executed or expire at the close  8.3(e) Are there Securities transactions that I do 
of regular trading on the same business day for  not need to preclear? 
which approval was granted. If you wish to execute   
the limit order after the close of regular trading on  Yes. You are not required to obtain preclearance for 
the day you received approval, you must submit a  the following: 
new preclearance request for the day you wish to   
execute the trade.  Purchases or sales of Vanguard Funds. 
  Purchases or sales where the person 
Non-U.S.: If you receive approval, transactions  requesting preclearance has no direct or 
must be executed no later than the end of trading  indirect influence or control over the account 
on the next business day after the preclearance is  (e.g., you have a trust in your name but you 
granted. If the transaction is not placed within that  are not the trustee who places the transaction, 
time, you must submit a new request for approval  provided you have granted Investment 
before placing the transaction. If you preclear a  Discretion to the trustee and there has been 
limit order, that limit order must either be executed  no prior communication between you and the 
or expire at the end of the next business day. If you  trustee regarding the transaction). 
want to execute the order after the next business  Corporate actions in Covered Securities such 
day period expires, you must resubmit your  as stock dividends, stock splits, mergers, 
preclearance request.  consolidations, spin-offs, or other similar 
  corporate reorganizations or distributions. 
8.3(d) Am I required to obtain preclearance  Purchases or sales made as a part of an 
before investing in a Private Placement?  Automatic Investment Program. 
  Purchases made upon the exercise of Rights by 
Yes. You cannot invest in securities offered to  an issuer in proportion to all holders of a class 
potential investors in a Private Placement or other  of its Securities, to the extent, such Rights 
limited investment offering without first obtaining  were acquired for such issuer. 
preclearance from Compliance. You must provide   
documentation describing the investment (e.g.,  Acquisitions of Covered Securities through gifts 
offering memorandum, subscription documents,  or bequests. 
etc.) so as to enable Compliance to conduct a   
thorough review of the investment. Approval  8.3(f) Am I subject to restrictions on my 
may be granted after a review of the facts and  personal trading in Covered Securities? 
circumstances, including whether:   
  Yes. You may be subject to certain restrictions if 
An investment in the securities is likely to  you purchase or sell a Covered Security within 
result in future conflicts with Vanguard Client  seven days before or after a Vanguard Fund 
accounts.  purchases or sells the same Covered Security 
You are being offered the opportunity due  or a Related Security (the “blackout period”). 
to your employment at, or association with,  If you purchase a Covered Security within seven 
Vanguard.  days before a Vanguard Fund purchases the same 
If you receive approval to purchase Securities in a  Covered Security or a Related Security, you may be 
Private Placement, you must inform Compliance  required to hold the Covered Security for 6 months 
if that Security goes to public offer or is pending  before being permitted to sell the Covered Security 
listing on an exchange.  for a profit. 
 
MCO Resource – To seek preclearance of  If you sell a Covered Security within seven days 
a Private Placement, complete the Outside  before a Vanguard Fund sells the same Covered 
Business Activities Form via MCO.  Security or a Related Security, you may be required 
  to disgorge any profits earned from your sale of the 

 

21


 

Covered Security (exclusive of commissions) at  the total value of any sales of the Security by the 
a price higher than what the Vanguard Fund  Fund Access Person do not exceed US$10,000 in 
received for selling the Covered Security or a  any 30-day rolling period. Sales of securities with 
Related Security.  market capitalizations below US$5 billion, or that 
  exceed US$10,000 in any 30-day rolling period, 
In general, you will not receive preclearance to  will continue to be subject to the blackout periods 
purchase a Covered Security within seven days  unless Compliance grants a waiver. 
after a Vanguard Fund trades the same Covered   
Security or a Related Security. If you execute the  Compliance may waive the blackout period as it 
transaction without receiving preclearance, you  applies to the sale of a Covered Security if the 
will have violated this Code and must immediately  Chief Compliance Officer determines its application 
sell the Covered Security and disgorge all profits  creates a significant hardship to you (e.g., you 
received from the sale to Vanguard (exclusive of  need cash for a home purchase or to cover a major 
commissions).  medical expense) and, in the opinion of the Chief 
  Compliance Officer, satisfies the requirements for a 
In general, you will not receive preclearance to  waiver in Section 11. 
sell a Covered Security within seven days after a   
Vanguard Fund trades the same Covered Security  Web Resource – Refer to the Hardship Waiver 
or a Related Security. If you execute the  Request Form on the Code of Ethics Resource 
transaction without receiving preclearance, you  page on CrewNet. 
will have violated the Code and must disgorge the   
difference (exclusive of commissions) between   
the sale price you received and the Vanguard Fund’s  8.3(g) Am I prohibited from engaging in any 
sale price (as long as your sales price is higher),  Securities transactions? 
multiplied by the number of shares you sold.   
  Yes. You are prohibited from engaging in the 
  following Securities transactions: 
Quick Guide: For   
example on the above  Futures and Options. You are prohibited from 
trade scenarios, refer  entering into, acquiring, or selling any Futures 
to Code of Ethics Q&A,  contract (including single stock futures) or any 
which can be accessed  Option on any Security (including Options on 
from the Code of Ethics   
Resource page on  ETFs). 
CrewNet.  Initial Public Offerings and Secondary 
  Offerings. You are prohibited from acquiring 
  Securities in an Initial Public Offering or 
  Secondary Offering. 
In addition to these restrictions, local law may   
dictate the extent to which any gains must be  Short-Selling. You are prohibited from selling 
relinquished.  short any Security that you do not own or from 
  otherwise engaging in Short-Selling activities. 
Compliance may exempt from these restrictions  Short-TermTrading. You are prohibited from 
certain trades during blackout periods that coincide  purchasing and then selling any Covered 
with trading by certain Vanguard Funds (e.g., index  Security at a profit, as well as selling and 
funds).  then repurchasing a Covered Security at a 
  lower price within 60 calendar days. Gains are 
The blackout period will not apply to a Fund Access  calculated based on last in, first out method 
Person’s sale of any stock for which the market  for purposes of this restriction. If you realize 
capitalization exceeds US$5 billion, provided that  profits on short-term trades, you will be 

 

22


 

required to relinquish the profits. In addition,  8.3(i) Are there any additional reporting 
the trade will be recorded as a violation of the  requirements that apply to me? 
Code. Example: You are not permitted to sell   
a security at $12 that you purchased within  In addition to the standard reporting requirements 
the prior 60 days for $10. Similarly, you are not  set forth in Section 8.1(c), you must also disclose 
permitted to purchase a security at $10 that you  the following: 
sold within the prior 60 days for $12.  Covered Accounts where you exercise 
Spread Bets. You are prohibited from  Investment Discretion. 
participating in Spread Betting on Securities,  Accounts, 529 college savings plans and annuity 
indexes, interest rates, currencies, or  or insurance products holding Vanguard Funds. 
commodities.   
  The information must be updated in MCO no later 
8.3(h) What happens if I make a “short-term  than ten calendar days after you become a Fund 
trade” in a Vanguard Fund?  Access Person or joining Vanguard. 
 
  QuarterlyTransactions Report – Within 30 days of 
Compliance will monitor trading in Vanguard  quarter end, you must certify that all transactions 
Funds, other than Vanguard ETFs, and will review  effected in Covered Securities during the quarter 
situations where Vanguard Fund shares are  have been recorded accurately in MCO. If there are 
redeemed within 30 calendar days of purchase  no transactions in Covered Securities the report 
(a “short-term trade”). You may be required  should state “None.” You will not be required 
to relinquish any profit made on a short-term  to certify if Compliance receives automated or 
trade and will be subject to disciplinary action if  duplicate confirmations and statements. Note: 
Compliance determines the short-term trade was  Compliance receives duplicate confirms and 
detrimental to a Vanguard Fund or a Vanguard Client  statements for all Vanguard accounts. 
or that there is a history of frequent trading by you   
or your Immediate Family Members. For purposes  Annual Holdings Report – Within 30 calendar 
of this paragraph:  days of receipt, you must certify that all Covered 
  Accounts and Reportable Securities are recorded 
A redemption includes a redemption by any  accurately in MCO. 
means, including an exchange out of a Vanguard   
Fund.  If you are an Investment Person of Vanguard 
  Investments Hong Kong, Limited (VIHK), the 
This policy does not cover purchases and  holdings disclosure requirement is semi-annual, 
redemptions/sales (i) into or out of Vanguard  including the provision of statements. 
money market funds, Vanguard short-term bond   
funds, or (ii) through an Automatic Investment   
Program.  Quick Guide: Refer 
  to the Trading and 
Nothing in this section is intended to replace,  Reporting Requirements 
nullify, or modify any requirements imposed by a  for Fund Access Persons, 
Vanguard Fund.  which can be accessed 
  from the Code of Ethics 
Note: This section applies to transactions in  Resource page on 
Vanguard Funds other than Vanguard ETFs  CrewNet. 
(e.g., Vanguard mutual funds).   

 

MCO Resource – Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO.

23


 

8.4 AdditionalTrading Prohibitions and Reporting  If you receive approval to purchase Securities in a 
Requirements for VAI Access Persons  Private Placement, you must inform Compliance 
    if that Security goes to public offer or is pending 
The requirements of this Section 8.4 are in addition  listing on an exchange. 
to the requirements of Section 8.1 and apply to all   
transactions or holdings in which a VAI Access  MCO Resource – To seek preclearance of 
Person has, or will acquire, Beneficial Ownership  a Private Placement complete the Outside 
of Securities. To see if you are designated as a  Business Activities Form via MCO. 
VAI Access Person, reference the VAI Access   
Person Departments list on CrewNet. Note: this   
designation could apply to Crew Members or  8.4(c) Am I prohibited from engaging in any 
Contingent Workers.  Securities transactions? 
    Yes. You are subject to the following restrictions 
8.4(a) Am I required to preclear Security trades?  with respect to any transaction in which you will 
    acquire any direct or indirect Beneficial Ownership: 
No. You are not required to preclear transactions   
in Covered Securities for you and your Immediate  Initial Public Offerings and Secondary 
Family members.  Offerings. You are prohibited from acquiring 
    Securities in an Initial Public Offering or 
    Secondary Offering. 
  Quick Guide: Refer  Short-Selling. You are prohibited from selling 
  to the Trading and  short any Security that you do not own or from 
  Reporting Requirements  otherwise engaging in Short-Selling activities. 
  for VAI Access Persons,   
  which can be accessed  Short-TermTrading. You are prohibited from 
  from the Code of Ethics  purchasing and then selling any Covered 
  Resource page on  Security at a profit, as well as selling and then 
  CrewNet.  repurchasing a Covered Security at a lower 
    price within 60 calendar days. A last-in-first-out 
    accounting methodology will be applied to a 
8.4(b) Am I required to obtain preclearance  series of Security purchases when applying 
before investing in a Private Placement?  this holding rule. If you realize profits on short- 
    term trades, you will be required to relinquish 
Yes. You cannot invest in securities offered to  the profits to The Vanguard Group Foundation 
potential investors in a Private Placement or other  (exclusive of commissions). In addition, the 
limited investment offering without first obtaining  trade will be recorded as a violation of the 
preclearance from Compliance. You must provide  Code. 
documentation describing the investment (e.g.,  Short-term trading on options. You may hold 
offering memorandum, subscription documents,  options on a Covered Security until you exercise 
etc.) so as to enable Compliance to conduct a  the options or the options expire. However, you 
thorough review of the investment. Approval may  may not otherwise close any open positions 
be granted after a review of the facts and  within 60 calendar days. If you realize profits 
circumstances, including whether:  on such short-term trades, you must relinquish 
  An investment in the securities is likely to  such profits to The Vanguard Group Foundation 
  result in future conflicts with Vanguard Client  (exclusive of commissions). For example: 
  accounts.  you would not be permitted to sell a Covered 
  You are being offered the opportunity due to  Security at $12 that you purchased within the 
  your employment at, or association with,  prior 60 days for $10. Similarly, you would not 
  Vanguard.  be permitted to purchase a Covered Security at 
    $10 that you had sold within the prior 60 days 

 

24


 

  for $12. Note: These types of transactions can  8.4(e) Are there any additional reporting 
  have unintended consequences. For example,  requirements that apply to me? 
  your call option could be assigned, causing the     
  underlying Security to be called away within  In addition to the standard reporting requirements 
  sixty (60) calendar days following the purchase  set forth in Section 8.1(c), you must also disclose 
  of the Covered Security and will be recorded as  the following: 
  a violation of the Code.     
      Covered Accounts where you exercise 
      Investment Discretion. 
8.4(d) What happens if I make a “short-term    Accounts, 529 college savings plans and 
trade” in a Vanguard Fund?    annuity or insurance products holding 
      Vanguard Funds. 
Compliance will monitor trading in Vanguard     
Funds, other than Vanguard ETFs, and will  The information must be updated in MCO no 
review situations where Vanguard Fund shares  later than ten calendar days after you become a 
are redeemed within 30 calendar days of purchase  VAI Access Person or joining Vanguard. 
(a “short-term trade”). You may be required to     
relinquish any profit made on a short-term trade  Quarterly Transactions Report – Within 30 days 
and will be subject to disciplinary action if  of quarter end, you must certify that all transactions 
Compliance determines the short-term trade  effected in Covered Securities during the quarter 
was detrimental to a Vanguard Fund or a Vanguard  have been recorded accurately in MCO. If there are 
Client or that there is a history of frequent trading  no transactions in Covered Securities the report 
by the you or your Immediate Family Members.  should state “None.” You will not be required to 
For purposes of this paragraph:  certify if Compliance receives automated or 
    duplicate confirmations and statements. Note: 
  A redemption includes a redemption by any  Compliance receives duplicate confirms and 
  means, including an exchange out of a Vanguard  statements for all Vanguard accounts. 
  Fund.     
  This policy does not cover purchases and  Annual Holdings Report – Within 30 calendar 
  redemptions/sales (i) into or out of Vanguard  days of receipt, you must certify that all Covered 
  money market funds, Vanguard short-term bond  Accounts and Reportable Securities are recorded 
  funds, or (ii) through an Automatic Investment  accurately in MCO. 
  Program.     
 
Nothing in this section is intended to replace,     
nullify, or modify any requirements imposed by a    Quick Guide: Refer to 
Vanguard Fund.    the Trading and Reporting 
      Requirements for VAI 
Note: This section applies to transactions in    Access Persons, which 
Vanguard Funds other than Vanguard ETFs    can be accessed from the 
(e.g., Vanguard mutual funds).    Code of Ethics Resource 
      page on CrewNet. 

 

MCO Resource - Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO.

25


 

8.5 Additional Trading Prohibitions for Non-U.S.  Approval request to Compliance in advance of 
Crew Members  effecting any transactions subject to the 
  agreement. 
The requirements of this Section 8.5 are in   
addition to the requirements of Section 8.1 as  Web Resource – Request and complete a 
well as the requirements of Section 8.2, 8.3, or  Discretionary Agreement Approval Request 
8.4, as applicable.  Form. 
 
8.5 (a) What are the additional trading   
prohibitions?   
 
There are additional trading requirements and   
restrictions for Crew Members in Australia as well   
as for Crew Members and Contingent Workers in   
Japan.   
 
8.5(b) What are the Vanguard Fund reporting   
requirements in Australia?   
 
You and your Immediate Family Members will be   
required to disclose Vanguard Fund accounts in   
MCO but are not required to report transactions   
in Vanguard Funds to the local Compliance   
Department. For monitoring purposes, the local   
Compliance Department will access their records   
via the transfer agency system maintained at VIA,   
as required.   
 
Note:Trades in Vanguard ETFs are required to be   
reported, as these records are not held by VIA.   
 
8.5(c) What are the additional trading   
restrictions for Japan?   
 
Crew Members and Contingent Workers including   
their Immediate Family Members are prohibited   
from activities including, but not limited to   
engaging in margin transactions, Securities-related   
derivatives transactions, and specified OTC   
derivatives transactions on their own account.   
 
8.5(d) What additional information is required   
to be reported for accounts with third party   
Investment Discretion?   
 
If you or your Immediate Family Member have an   
arrangement in place with a third party to manage   
Securities on a discretionary basis, you must   
provide a copy of the Discretionary Agreement   

 

26


 

Certification

Requirements

On an annual
basis, you must
acknowledge that
you understand the
Code of Ethics and
will comply with its
provisions.


 

Section 9. Certification  The process for addressing non-material and 
Requirements  material violations will include the following: 
 
    First non-material violation in a rolling 
9.1 What am I required to certify initially?    24-month period - Letter of Education. 
    Compliance will send the applicable Crew 
Initial Certification – Within 10 calendar days after    Member, his or her direct manager, and 
joining Vanguard, you must certify to Compliance    Human Resources or Crew Relations a 
that you have read, understand, and will comply    summary of the violation. 
with all applicable requirements of the Code and     
Code-related policies.    Second non-material violation in a rolling 
    24-month period - Letter of Caution. 
9.2 What am I required to certify annually?    Compliance will send a letter of caution to 
    the Crew Member and his or her direct 
Annual Certification – Within 30 calendar days    manager for both parties to sign and return 
of receipt, you must certify that you have read,    to Compliance. Compliance will have the 
understand, and have and will continue to comply    direct manager add a first written warning to 
with all applicable requirements of the Code and    Workday. Compliance also will notify the 
Code-related policies.    Chief Compliance Officer, the Crew Member’s 
    direct officer, and Human Resources or Crew 
Section 10. Penalties and Sanctions    Relations. 
    Third non-material violation in a rolling 
Any violations and potential violations of the Code    24-month period - Letter of Violation. 
will be investigated by Compliance or, if necessary,    Compliance will report the violation to the 
the Global Code of Ethics Committee. Once it has    Global Code of Ethics Committee, which will 
been determined that there was a violation, you    impose an appropriate sanction (e.g., final 
will be subject to sanctions, as described below.    written warning) if warranted. 
Compliance will utilize a rolling 24-month period    Material violation. Compliance will report 
when evaluating whether to sanction a violation.    the material violation to the Global Code of 
The terms of the Disciplinary Action Policy will also    Ethics Committee, which will impose an 
apply.    appropriate sanction (e.g., final written 
    warning, termination, etc.) in its discretion. 
For violations involving a Contingent Worker,     
Compliance will consult with a local Human  10.2 How is an appropriate sanction 
Resource contact (outside the U.S.) or Crew  determined? 
Relations Specialist (inside the U.S.) and the     
appropriate employer regarding disciplinary  In addition to the foregoing, Compliance may, 
action.  as authorized by the Chief Compliance Officer and 
  in consultation with the appropriate local Human 
10.1 How are violations administered by  Resource contact (outside the U.S.) or Crew 
Compliance?  Relations Specialist (inside the U.S.), impose 
  sanctions for violations of the Code that are 
The sanctions program for non-material violations  considered to be necessary and appropriate 
of the Code (e.g., late certification submissions,  under the circumstances and in the best interests 
missed preclearance of a Covered Security, late in  of Vanguard and Vanguard Clients. 
providing account confirms/statements, failure to     
observe the holding period requirements, etc.) and  As mentioned above, certain violations will be 
material violations will generally operate as follows:  reported to the Global Code of Ethics Committee, 
  which will impose sanctions in its discretion. These 

 

28


 

sanctions, subject to local laws, may include, but 
are not limited to, one or more of the following: 
personal trading suspension, profit disgorgement, 
negative adjustment to performance review and 
compensation, final written warning, termination 
of employment or referral to civil or criminal 
authorities, or any other sanction as may be 
determined by the Global Code of Ethics 
Committee in its discretion. 
 
10.3 How is the materiality of a violation 
determined? 
 
Compliance and/or the Committee will consider 
a variety of factors including, but not limited to, 
whether there was a violation of law, the frequency 
of violations, the monetary value of the violation in 
question, violations that impact a Vanguard Client, 
or violations that are egregious, malicious, or 
repetitive in nature. 
 
10.4 What are my obligations to report a 
violation? 
 
You are required to immediately report a violation of 
the Code to the local Compliance Department once 
you become aware of a violation. 
 
Section 11. Waivers 
 
The Chief Compliance Officer may grant exceptions 
to this Code, including preclearance, other trading 
restrictions, and certain reporting requirements 
on a case-by-case basis if it is determined that (1) 
the proposed conduct involves no opportunity for 
abuse, (2) the proposed conduct does not conflict 
with Vanguard’s interests, and (3) not granting an 
exception would result in an unfair or unjust 
outcome. 
 
The Chief Compliance Officer may waive 
the applicability of the Code for a Contingent 
Worker if the Code’s requirements are covered 
through the applicable service provider’s 
contract with Vanguard. 

 

29


 

Appendices

Appendix A.

Definitions

Appendix B.

Independent Directors and Trustees


 

Appendix A. Definitions

The following definitions apply throughout the Code.

Term  Definition 
 
Access Person  Any person designated as an Investment Person, Fund Access Person, or VAI Access Person. 
American Depository  A receipt that represents a specific number of shares of a foreign-based corporation held by a 
Receipts (ADRs)  U.S. bank and entitles the holder to all dividends and capital gains. Through ADRs, investors can 
  gain exposure to securities of foreign-based companies while investing in the U.S. instead of in 
  foreign markets. 
Associated Persons  Any person who conducts securities business on behalf of the Vanguard Marketing Corporation 
  (VMC). This includes all FINRA-licensed Contingent Workers, as well as non-licensed Contingent 
  Workers who perform certain operational and administrative functions for VMC. 
Automatic Investment  A program in which regular periodic purchases (or withdrawals) are made automatically in (or 
Program  from) Investment accounts, according to a predetermined schedule and allocation. An Automatic 
  Investment Program includes a dividend reinvestment plan. 
Bankers' Acceptance  A time draft drawn on a commercial bank by a borrower usually in connection with an 
  international commercial transaction. Bankers’ acceptances are usually guaranteed by the bank. 
 
Beneficial Ownership  The opportunity to directly or indirectly—through any contract, arrangement, understanding, 
  relationship, or otherwise—share at any time in any economic interest or profit derived from an 
  ownership of or a transaction in a Security. You are deemed to have Beneficial Ownership in the 
  following: 
 
    Any Security owned individually by you. 
    Any Security owned by an Immediate Family Member. 
    Any Security owned in joint tenancy, as tenants in common, or in other joint ownership 
    arrangements. 
    Any Security in which an Immediate Family Member has Beneficial Ownership if the Security 
    is held in a Covered Account over which you have decision making authority (for example, 
    you act as a trustee, executor, or guardian or you provide Investment advice). 
    Your interest as a general partner or manager/member in Securities held by a general or 
    limited partnership or limited liability company. 
    Your interest as a member of an investment club or an organization that is formed for the 
    purpose of investing in a pool of monies or Securities. 
    Your ownership of Securities as a trustee of a trust in which either you or an Immediate 
    Family Member has a vested interest in the principal or income of the trust or your 
    ownership of a vested interest in a trust. 
    Securities owned by a corporation which is directly or indirectly controlled by, or under 
    common control with, such person. 
 
Bond  A debt obligation issued by a corporation, government, or government agency that entails 
  repayment of the principal amount of the obligation at a future date, usually with interest. 
 
Bribery  The act of making an illegal payment from one party to another, usually in return for a legal or 
  financial favor. 
 
Brokerage Account  Any account where you can transact in Securities, including Automatic Investment Programs, 
  employee stock purchase programs, and employee stock option programs. 
 
Certificate of Deposit  An insured, interest-bearing deposit at a bank that requires the depositor to keep the money 
(CD)  invested for a specified period. 
 
Closed-End Fund  A fund that offers a fixed number of shares. The fixed number of shares outstanding are offered 
  during an initial subscription period, similar to an initial public offering. After the subscription 
  period is closed, the shares are traded on an exchange between investors, like a stock. 
Commercial Paper  A promissory note issued by a company in need of short-term financing. 

 

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Contingent Workers  A Contingent Worker is a broad term that refers to any person providing services to Vanguard 
  who Vanguard has not designated as a Crew Member. 
 
  Contingent Workers generally include individuals performing services for or on behalf of Vanguard 
  through staffing firms, consulting firms, service providers, and as independent contractors, other 
  than those who work for an independent organization with expertise in a specific function that is 
  peripheral to Vanguard’s core business (e.g., security, landscaping, and food services). 
 
  Note: Compliance may waive the applicability of the Code for a Contingent Worker if Compliance 
  deems the Code’s requirements are covered through their service provider’s contract with 
  Vanguard. 
Contract for Difference  A contract between two parties, typically described as buyer and seller, stipulating that the seller 
(CFD)  will pay the difference between the current value of an asset and its value at contract time. (If the 
  difference is negative, then the buyer pays instead of the seller.) 
Corporate Action  A corporate action is any activity by an issuer that can change its shareholders’ ownership. 
Examples include mergers, stock splits, dividends, Rights issues, etc.

 
Covered Account  A Vanguard Fund account, a Brokerage Account, and any other type of account that holds, or is 
  capable of holding, Reportable Securities. 
 
Covered Security  Any Security, other than (i) Direct Obligations of a Government; (ii) Bankers' Acceptances, 
  Certificates of Deposit (CD), Commercial Paper, and High-Quality Short-Term Debt Instruments, 
  including Repurchase Agreements; (iii) shares issued by Open-End Funds (although for 
  European subsidiaries, this is limited to UCITS schemes, a non-UCITS retail scheme, or another 
  fund subject to supervision under the law of an European Economic Area (EEA) state which is an 
  index fund or which requires an equivalent level of risk spreading in their assets); (iv) life policies; 
  (v) exchange-traded funds and exchange-traded notes, and (vi) Digital Security Tokens. 
Crew Member  All employees, officers, directors, and trustees of Vanguard or a Vanguard Fund. 
 
Crowdfunding  The use of small amounts of capital from a large number of individuals to finance a new business 
  venture. This is an evolving method of raising capital, typically done through the Internet. 
 
Crypto Mining  The act of running or facilitating any computational process for purposes of receiving 
  compensation in the form of a Digital Currency, Digital Utility Token, or Digital Security Token. 
  Crypto Mining may be done either directly or indirectly. Indirect Crypto Mining involves any 
  investment or participation in a venture that engages in direct Crypto Mining. 
Debenture  An unsecured debt obligation backed only by the general credit of the borrower. 
 
Direct Obligations of a  A debt that is backed by the full taxing power of any government. These Securities are generally 
Government  considered to be of the very highest quality. 
 
Digital Currency  A digital asset that: (1) serves solely as a store of value, a medium of exchange, or a unit of 
  account; (2) is not issued or guaranteed by any jurisdiction, central bank, or public authority,; (3) 
  relies on algorithmic techniques to regulate the generation of new units of the digital asset; and 
  (4) has transactions involving the digital asset recorded on a decentralized network or distributed 
  ledger (e.g., blockchain). A Digital Currency is distinguishable from a Digital Security Token or a 
  Digital Utility Token. 
Digital UtilityToken  A digital asset that (1) provides access to a particular network, product, or service; (2) derives its 
  value primarily from providing access to a particular network, product, or service; and (3) does not 
  function as a Digital Currency or Digital Security Token. 
Digital SecurityToken  Any digital asset that is not a Digital Currency or Digital Utility Token. In general, a Digital Security 
  Token may: (1) derive its value primarily from, or represent an interest in a separate asset or pool 
  of assets; or (2) represent an interest an enterprise or venture. A Digital Security Token may 
  provide owners or holders with voting rights, rights to distributions, or other rights associated 
  with ownership. Digital Security Tokens are generally held for speculative investment purposes 
  and not to provide holders with access to a particular network, product, or service. Digital 
  Security Tokens, like other investments, are generally not used as a medium of exchange. 
 
  Note: Whether or not an asset is a Digital Security Token depends on specific facts and 
  circumstances. Merely referring to an asset as a Digital Currency or Digital Utility Token does not 
  prevent the asset from being a Digital Security Token. Furthermore, an asset may be a Digital 
  Security Token even if it has some purported utility. Please contact Compliance if you have any 
  questions regarding whether an asset is a Digital Security Token 

 

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Evidence of Indebtedness  Written agreements for enforceable obligations to pay money. 
Exchange-Traded Fund  An investment with characteristics of both mutual funds and individual stocks. Many ETFs 
(ETF)  track an index, a commodity, or a basket of assets. Unlike mutual funds, ETFs can be traded 
  throughout the day. ETFs often have lower expense ratios but must be purchased and sold 
  through a broker, which means you may incur commissions. 
Exchange-Traded Note  A senior, unsecured, unsubordinated debt Security issued by a financial institution, whose returns 
(ETN)  are based on the performance of an underlying index and backed only by the credit of the issuer. 
  ETNs have a maturity date, but typically pay no periodic coupon interest and offer no principal 
  protection. At maturity an ETN investor receives a cash payment linked to the performance of the 
  corresponding index, less fees. 
Fund Access Person  Any officer (other than officers designated as an Investment Person), director, or trustee of 
  Vanguard or a Vanguard Fund, excluding Independent Directors and Trustees; or anyone who has 
  access to nonpublic information regarding a Vanguard Fund’s impending purchases or sales of 
  Securities, or nonpublic information regarding the portfolio holdings of any Vanguard Fund.  For 
  anyone not an officer, Compliance designates Fund Access Persons individually or by department 
  number. For a list of Fund Access Person departments, please see the Fund Access Person 
  Departments list on CrewNet. 
Futures/Futures Contract  A contract to buy or sell specific amounts of a commodity or financial instrument (such as grain, 
  a currency, including foreign currencies and Digital Currencies (e.g., Bitcoin), or an index) for an 
  agreed-upon price at a certain time in the future. Sometimes the arrangements in a contract 
  prescribe that settlements are made through cash payments, rather than the delivery of physical 
  goods or Securities; this is called Contract for Difference. 
High-Quality Short-Term  An instrument that has a maturity at issuance of less than 366 days and is rated in one of the 
Debt Instrument  two highest ratings categories by a nationally recognized statistical rating organization, or an 
  instrument that is unrated but determined by Vanguard to be of comparable quality. 
Immediate Family  Your spouse, domestic partner (an unrelated adult with whom you share your home and 
Members  contribute to each other's support), and minor children 
 
Initial Coin Offering (ICO)  An initial offer or sale of a Digital Security Token. 
 
  Note: Whether or not an offering is an ICO depends on specific facts and circumstances. 
  Please contact Compliance before participating in an initial offering of a Digital Currency or 
  Digital Utility Token. 
Initial Public Offering  A corporation’s first offering of common stock to the public. 
(IPO)   
 
Independent Directors  Any director or trustee who is not an "interested person" of a Vanguard Fund within the meaning 
andTrustees  of Section 2(a)(19) of the Investment Company Act of 1940. 
 
Investment  A monetary asset purchased with the idea that the asset will provide income in the future or 
  appreciate and be sold at a higher price. 
 
Investment Contract  Any contract, transaction, or scheme whereby a person invests money in a common enterprise 
  and is led to expect profits solely from the efforts of the promoter or third party. 
 
Investment Discretion  The authority an individual may exercise, with respect to investment control or trading discretion, 
  on another person's account (e.g., executor, trustee, power of attorney). 
 
Investment Person  Anyone who, in connection with his or her regular functions or duties, makes or participates in 
  making any recommendations regarding the purchase or sale of Securities by a Vanguard Fund; 
  and anyone designated by Compliance including, but not limited to, those who obtain nonpublic 
  information concerning recommendations made to a Vanguard Fund. Compliance will designate 
  Investment Persons individually or by department number. For a list of Investment Persons 
  departments, please see the Investment Persons Departments list on CrewNet. 
Managed Account  A Managed Account is an investment account that is owned by an investor and overseen by a 
  hired professional money manager. The investor has no trading discretion on the account. 
 
Managed Services  A Contingent Worker who provides services to Vanguard and who is employed by an independent 
Workers  organization with expertise in a specific function that is peripheral to Vanguard’s core business 
  (e.g., security, landscaping, and food services). 

 

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Money Market Fund  A type of mutual fund that invests in short-term debt securities with the purpose of providing 
  liquidity and interest at a low risk to shareholders. Money market funds generally seek to 
  maintain a stable net asset value of $1.00 per share. 
 
 
MyComplianceOffice  MyComplianceOffice (MCO) is a third-party web based application that allows Crew and 
(MCO)  Contingent Workers to report and update certain information, as required by the Code. 
 
Non-Access Person  Anyone who has not been designated as either an Investment Person, a Fund Access Person, 
  or a Vanguard Advisers, Inc. Access Person. 
 
Note  A financial security that generally has a longer term than a bill, but a shorter term than a Bond. 
  However, the duration of a note can vary significantly and may not always fall neatly into this 
  categorization. Notes are similar to Bonds in that they are sold at, above, or below face (par) 
  value; make regular interest payments; and have a specified term until maturity. 
Open-End Fund  A mutual fund that has an unlimited number of shares available for purchase. 
 
 
Option  The right, but not the obligation, to buy (for a call option) or sell (for a put option) a specific 
  amount of a given stock, commodity, currency, including foreign currencies and Digital Currencies 
  (e.g., Bitcoin), index, or debt, at a specified price (the strike price) during a specified period or on 
  one particular date. 
Private Placement  A Security that is not registered or required to be registered under the U.S. federal securities 
  laws. Private Placements are generally sold to a relatively small number of select investors (as 
  opposed to a public issue, in which Securities are made available for sale on the open market) in 
  order to raise capital. Private Placements may include, among others, interests in hedge funds 
  (including limited partnership interests) and shares of private companies. Investors in Private 
  Placements are usually banks, mutual funds, insurance companies, pension funds, edge funds, 
  and high net worth individuals. Private Placements are typically held or maintained outside of 
  Vanguard. 
Private Securities  The acquisition, purchase, sale, or disposition of a Private Placement. 
Transaction   
 
Real Estate Investment  A publicly traded company that invests in real estate and distributes almost all of its taxable 
Trust (REIT)  income to shareholders. REITs often specialize in a particular kind of property. They can, for 
  example, invest in real estate such as office buildings, shopping centers, or hotels; purchase real 
  estate (an equity REIT); and provide loans to building developers (a mortgage REIT). REITs offer 
  the opportunity for smaller investors to invest in real estate. 
Related Security  Any Security or instrument that provides economic exposure to the same company or entity— 
  provided, however, that equity instruments will generally not be considered related to fixed 
  income instruments (other than convertible Bonds) and vice versa. For example, all of the 
  following instruments would be related to the common Stock of Company X: Options, Futures, 
  Rights, and Warrants on Company X common Stock; preferred Stock issued by Company X; and 
  Bonds convertible into Company X common Stock. Similarly, different Bonds issued by Company 
  X would be related to one another. 
Reportable Securities  Any Covered Security (as defined above), ETFs, ETNs, and Digital Security Tokens. 
 
 
Repurchase Agreement  An arrangement by which the seller of an asset agrees, at the time of the sale, to buy back the 
  asset at a specific price and, typically, on a given date (normally the next day). 
 
Rights  A Security giving stockholders entitlement to purchase new shares issued by the corporation 
  issuer at a predetermined price (normally at a discount to the current market price) in proportion 
  to the number of shares already owned. Rights are issued only for a short period of time, after 
  which they expire. 
Security  Any Stock, Bond, money market instrument, Note, evidence of indebtedness, Debenture, 
  Warrant, Option, Right, Investment Contract, ETF, ETN, or any other Investment or interest 
  commonly known as a Security. 
Secondary Offering  The sale of new or closely held shares by a company that has already made an Initial Public 
  Offering. 

 

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Short-Selling  The sale of a Security that the investor does not own to take advantage of an anticipated decline 
  in the price of the Security. To sell short, the investor must borrow the Security from a broker to 
  make delivery to the buyer. 
Spread-Betting  A way of trading that enables you to profit from movements in a wide range of markets from 
  Shares to currencies, including foreign currencies and Digital Currencies (e.g., Bitcoin), 
  commodities, and interest rates. Spread betting allows you to trade on whether the price quoted 
  for these financial instruments will go up or down. 
Stock  A Security that represents part ownership, or equity, in a corporation. Each share of stock is a 
  proportional stake in the corporation's assets and profits, some of which could be paid out as 
  dividends. 
Undertakings ForThe  A regulatory framework of the European Commission that creates a harmonized regime 
Collective Investment Of  throughout Europe for the management and sale of mutual funds. UCITS funds can be 
Transferable Securities  registered in Europe and sold to investors worldwide using unified regulatory and investor 
(UCITS)  protection requirements. 
Unit InvestmentTrust  An SEC-registered Investment company that purchases a fixed, unmanaged portfolio of 
(UIT)  income-producing Securities and then sells shares in the trust to investors, usually in units 
  of at least $1,000. 
Vanguard  The Vanguard Group, Inc. (VGI) and any Vanguard Affiliate. 
 
Vanguard Advisers, Inc.  Any VAI officer, as well as anyone who is involved in making Securities recommendations to VAI 
(VAI) Access Person  clients, or has significant levels of interaction or dealings with VAI clients for the purposes of 
  providing VAI services to clients. Compliance will designate VAI Access Persons individually or 
  by department number. For a list of VAI Access Person departments, please see the VAI Access 
  Person Departments list on CrewNet. 
Vanguard Affiliates  Any direct or indirect subsidiary of VGI. 
 
Vanguard Clients  The clients of VGI, or any of the International Subsidiaries, and investors in the Vanguard Funds, 
  including the Vanguard Funds themselves. 
 
Vanguard ETFs  Exchange-traded funds (ETFs) sponsored or managed by Vanguard. Vanguard ETFs issue shares 
  that can be bought or sold throughout the day in the secondary market at a market-determined 
  price. A Vanguard ETF may operate as a share class of a Vanguard Fund or as a standalone 
  investment pool. 
Vanguard Funds  Vanguard mutual funds, Vanguard ETFs, and any other accounts sponsored or managed by 
  Vanguard. This includes, but is not limited to, separately managed accounts and collective trusts. 
 
Vanguard Officers  Those Vanguard Crew Members at a Principal level position or higher. 
 
Warrant  An entitlement to purchase a certain amount of common Stock at a set price (usually higher than 
  the current price) during an extended period of time. Usually issued with a fixed-income security 
  to enhance its marketability, a Warrant can be transferred, traded, or exercised by the holder. 

 

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Appendix B. Independent Directors and Trustees

Independent Directors and Trustees are required to report Securities transactions to Compliance only when a transaction is completed within 15 days of a security being purchased or sold by a Vanguard Fund and the Independent Director/Trustee had knowledge (or should have had knowledge) of the transaction.

Additionally, the following Sections of the Code are applicable to Independent Directors and Trustees:

Sections   
Section 2  Standards of Conduct (excludes the reporting requirements for conflicts of interest) 
Section 5  Anti-Bribery Policy 
Section 6  Antitrust and Competition Policy 
Section 7  Duty of Confidentiality 
Section 8  Personal Trading Activities 8.1(a) (excludes bullet 6) 

 

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Do the right thing


 


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