SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| Form N-1A | |
| REGISTRATION STATEMENT (NO. 2-27203) | |
| UNDER THE SECURITIES ACT OF 1933 | [X] |
| Pre-Effective Amendment No. | [ ] |
| Post-Effective Amendment No. 92 | [X] |
| and | |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 93
[X]
VANGUARD EXPLORER FUND
(Exact Name of Registrant as Specified in Declaration of Trust)
P.O. Box 2600, Valley Forge, PA 19482
(Address of Principal Executive Office)
Registrant’s Telephone Number (610) 669-1000
Heidi Stam, Esquire
P.O. Box 876
Valley Forge, PA 19482
| Approximate Date of Proposed Public Offering: |
| It is proposed that this filing will become effective (check appropriate box) |
| [x] immediately upon filing pursuant to paragraph (b) |
| [ ] on (date) 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. |
PART C
VANGUARD EXPLORER FUND
OTHER INFORMATION
Item 28. Exhibits
| (a) | Articles of Incorporation, Amended and Restated Agreement, and Declaration of Trust, filed on February 19, 2009, Post-Effective Amendment No. 85, is hereby incorporated by reference. |
| (b) | By-Laws filed on October 14, 2010 Post-Effective Amendment No. 89, is hereby incorporated by reference. |
| (c) | Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) above. |
| (d) | Investment Advisory Contracts, for Century Capital Management LLC, and Chartwell Investment Partners, L.P., filed on August 12, 2010, Post-Effective Amendment No. 88, are hereby incorporated by reference, Granahan Investment Management, Inc., and Kalmar Investment Advisers, filed on February 22, 2010 Post-Effective Amendment No. 87, are hereby incorporated by reference. For Wellington Management Company LLP, filed on March 23, 2011 Post-Effective Amendment No.92, is hereby incorporated by reference. The Vanguard Group, Inc. provides investment advisory services to the Fund at cost pursuant to the Amended and Restated Funds’ Service Agreement, refer to Exhibit (h) below. |
| (e) | Underwriting Contracts, not applicable. |
| (f) | Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of the Fund” in Part B of this Registration Statement. |
| (g) | Custodian Agreement, for Brown Brothers Harriman & Company, filed on February 22, 2010, Post-Effective Amendement No. 87, is hereby incorporated by reference. |
| (h) | Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed on February 22, 2010, Post-Effective Amendement No. 87, is hereby incorporated by reference. |
| (i) | Legal Opinion, not applicable. |
| (j) | Other Opinions, Consent of Independent Registered Public Accounting Firm, filed on February 22, 2011 Post-Effective Amendment No.90, is hereby incorporated by reference. |
| (k) | Omitted Financial Statements, not applicable. |
| (l) | Initial Capital Agreements, not applicable. |
| (m) | Rule 12b-1 Plan, not applicable. |
| (n) | Rule 18f-3 Plan, filed on February 22, 2011 Post-Effective Amendment No.90, is hereby incorporated by reference. |
| (o) | Reserved. |
| (p) | Codes of Ethics, for Chartwell Investment Partners, Kalmar Investment Advisers, The Vanguard Group, Inc., Granahan Investment Management, Inc., and Century Capital Management LLC, filed on February 22, 2010, Post-Effective Amendement No. 87, are hereby incorporated by reference. For Wellington Management Company LLP, filed on February 22, 2011 Post-Effective Amendment No.90, is hereby incorporated by reference. |
Item 29. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by or under common control with any person.
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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.
Item 31. Business and Other Connections of Investment Adviser
Wellington Management Company, LLP (Wellington Management) 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 partners of Wellington Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).
Granahan Investment Management, Inc. (Granahan) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Granahan, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by Granahan pursuant to the Advisers Act (SEC File No. 801-23705).
Chartwell Investment Partners (Chartwell) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and partners of Chartwell, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by Chartwell pursuant to the Advisers Act (SEC File No. 801-54124).
The Vanguard Group, Inc. (Vanguard) is an investment adviser registered under the Investment Advisers Act of 1940, as amended. 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 Schedules B and D of Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).
Kalmar Investment Advisers (Kalmar) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Kalmar, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by Kalmar pursuant to the Advisers Act (SEC File No. 801-53608).
Century Capital Management, LLC (Century Capital) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Century Capital, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by Century Capital pursuant to the Advisers Act (SEC File No. 801-62860).
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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 37 investment companies with more than 170 funds. |
| (b) | The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355. |
| Name | Positions and Office with Underwriter | Positions and Office with Funds |
| R. Gregory Barton | Director and Senior Vice President | None |
| Mortimer J. Buckley | Director and Senior Vice President | None |
| F. William McNabb III | Chairman | Chairman and Chief Executive Officer |
| Michael S. Miller | Director and Managing Director | None |
| Glenn W. Reed | Director | None |
| George U. Sauter | Director and Senior Vice President | None |
| Heidi Stam | Director and Senior Vice President | Secretary |
| Richard D. Carpenter | Treasurer | None |
| David L. Cermak | Principal | None |
| Joseph Colaizzo | Financial and Operations Principal | None |
| Salvatore L. Pantalone | Financial and Operations Principal and Assistant | None |
| Treasurer | ||
| Michael L. Kimmel | Secretary | None |
| Sean P. Hagerty | Principal | None |
| John C. Heywood | Principal | None |
| Steve Holman | Principal | None |
| Jack T. Wagner | Assistant Treasurer | None |
| Jennifer M. Halliday | Assistant Treasurer | None |
| Deborah McCracken | Assistant Secretary | None |
| Joseph F. Miele | Registered Municipal Securities Principal | None |
| Jane K. Myer | Principal | None |
| Pauline C. Scalvino | Chief Compliance Officer | Chief Compliance Officer |
| Matthew Woldin | AIS Administrative Services Officer | None |
| Paul Atkins | Assistant Treasurer | None |
| Timothy P. Holmes | Principal | None |
| Colin M. Kelton | Principal | None |
| (c) | Not applicable |
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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 and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, Pennsylvania 19355; the Registrant’s Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, Pennsylvania 19355; and the Registrant’s Custodian, Brown Brothers Harriman & Co., 40 Water Street, Boston, MA 02109.
Item 34. Management Services
Other than as set forth in the section entitled “Management of the Fund” 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 23rd day of March, 2011.
VANGUARD EXPLORER FUND
BY:_______/s/ F. William McNabb III*____________
F. William McNabb III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
| Signature | Title | Date |
| /s/ F. William McNabb III* | Chairman and Chief Executive | March 23, 2011 |
| Officer | ||
| F. William McNabb | ||
| /s/ Emerson U. Fullwood* | Trustee | March 23, 2011 |
| Emerson U. Fullwood | ||
| /s/ Rajiv L. Gupta* | Trustee | March 23, 2011 |
| Rajiv L. Gupta | ||
| /s/ Amy Gutmann* | Trustee | March 23, 2011 |
| Amy Gutmann | ||
| /s/ JoAnn Heffernan Heisen* | Trustee | March 23, 2011 |
| JoAnn Heffernan Heisen | ||
| /s/ F. Joseph Loughrey* | Trustee | March 23, 2011 |
| F. Joseph Loughrey | ||
| /s/ André F. Perold* | Trustee | March 23, 2011 |
| André F. Perold | ||
| /s/ Alfred M. Rankin, Jr.* | Trustee | March 23, 2011 |
| Alfred M. Rankin, Jr. | ||
| /s/ Peter F. Volanakis* | Trustee | March 23, 2011 |
| Peter F. Volanakis | ||
| /s/ Thomas J. Higgins* | Chief Financial Officer | March 23, 2011 |
| Thomas J. Higgins | ||
*By: /s/ Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on April 26, 2010, see File Number 33-53683, Incorporated by Reference.
INDEX TO EXHIBITS
| Investment Advisory Contracts for Wellington Management Company, LLP | Ex-99. D |
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of this 1st day of February, 2011, between Vanguard Explorer Fund, a Delaware statutory trust (the “Trust”), and Wellington Management Company, LLP, a Massachusetts limited liability partnership (the “Advisor”).
WHEREAS, the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Trust offers a series of shares known as Vanguard Explorer Fund (the “Fund”); and
WHEREAS, the Trust retained the Advisor to render investment advisory services to the Fund under an Investment Advisory Agreement, dated as of December 1, 2005, which was amended and restated on May 1, 2007, and further amended on July 20, 2007 (the “Prior Agreement”); and
WHEREAS, the Trust desires to amend and restate such Investment Advisory Agreement in certain respects, and the Advisor is willing to render investment advisory services to the Fund in accordance with such amendments.
NOW THEREFORE, in consideration of the mutual promises and undertakings set forth in this “Agreement,” the Trust and the Advisor hereby agree as follows:
1. Appointment of Advisor. The Trust hereby employs the Advisor as investment advisor, on the terms and conditions set forth herein, for the portion of the assets of the Fund that the Trust’s Board of Trustees (the “Board of Trustees”) determines in its sole discretion to assign to the Advisor from time to time (referred to in this Agreement as the “Wellington Management Portfolio”), as communicated to the Advisor on behalf of the Board of Trustees by The Vanguard Group, Inc. (“Vanguard”). The Board of Trustees may, from time to time, make additions to, and withdrawals from, the assets of the Fund assigned to the Advisor. The Advisor accepts such employment and agrees to render the services herein set forth, for the compensation herein provided.
2. Duties of Advisor. The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Wellington Management Portfolio; to continuously review, supervise, and administer an investment program for the Wellington Management Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund with all records concerning the activities of the Advisor that the Fund is required to maintain; and to render regular reports to the Trust’s officers and the Board of Trustees concerning the discharge of the foregoing responsibilities. The Advisor will discharge the foregoing responsibilities subject to the supervision and oversight of the Trust’s officers and the Board of Trustees, and in compliance with the objective, policies and limitations set forth in the Fund’s prospectus and Statement of Additional Information, any additional operating policies or procedures that the Fund communicates to the Advisor in writing, and applicable laws and regulations. The Advisor agrees to provide, at its own expense, the office space, furnishings and equipment, and personnel required by it to perform the services on the terms and for the compensation provided herein.
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3. Securities Transactions. The Advisor is authorized to select the brokers or dealers that will execute purchases and sales of securities for the Wellington Management Portfolio, and is directed to use its best efforts to obtain best execution for such transactions. In selecting brokers or dealers to execute trades for the Wellington Management Portfolio, the Advisor will comply with all applicable statutes, rules, interpretations by the U.S. Securities and Exchange Commission or its staff, other applicable law, and the written policies established by the Board of Trustees and communicated to the Advisor in writing.
4. Compensation of Advisor. For services to be provided by the Advisor pursuant to this Agreement, the Fund will pay to the Advisor, and the Advisor agrees to accept as full compensation therefor, an investment advisory fee consisting of a basic fee plus a performance adjustment at the rates specified in Schedule A to this Agreement, payable quarterly in arrears.
5. Reports. The Fund and the Advisor agree to furnish to each other current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request including, but not limited to, information about changes in partners of the Advisor.
6. Compliance. The Advisor agrees to comply with all Applicable Law and all policies, procedures, or reporting requirements that the Board of Trustees reasonably adopts and communicates to the Advisor in writing including, without limitation, any such policies, procedures, or reporting requirements relating to soft dollar or other brokerage arrangements. “Applicable Law” means (i) the “federal securities laws” as defined in Rule 38a-1(e)(1) under the 1940 Act, as amended from time to time, and (ii) any and all other laws, rules, and regulations, whether foreign or domestic, in each case applicable at any time and from time to time to the investment management operations of the Advisor in relation to the Wellington Management Portfolio.
7. Status of Advisor. The services of the Advisor to the Fund are not to be deemed exclusive, and the Advisor will be free to render similar services to others so long as its services to the Fund are not impaired thereby. The Advisor will be deemed to be an independent contractor and will, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund or the Trust.
8. Liability of Advisor. No provision of this Agreement will be deemed to protect the Advisor against any liability to the Fund or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
9. Limitations on Consultations. The Advisor is prohibited from consulting with other advisors of the Fund, except Vanguard, concerning transactions for the Fund in securities or other assets.
10. Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for successive twelve-month periods, only so long as each continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund.
Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days’ written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be terminated by the Advisor on ninety days’ written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows:
If to the Fund, at:
Vanguard Explorer Fund
P.O. Box 2600
Valley Forge , PA 19482
Attention: Chris McIsaac
Telephone: 610-669-8055
Facsimile: 610-503-5855
If to the Advisor, at:
Wellington Management Company, LLP
280 Congress Street
Boston, MA 02110
Attention: Legal and Compliance
Facsimile: 617-790-7760
This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund.
As used in this Section 10, the terms “assignment,” “interested persons,” and “vote of a majority of the outstanding voting securities” will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), and Section 2(a)(42) of the 1940 Act.
11. Severability. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement will not be affected thereby.
12. Confidentiality. The Advisor shall keep confidential any and all information obtained in connection with the services rendered hereunder and relating directly or indirectly to the Fund, the Trust, or Vanguard and shall not disclose any such information to any person other than the Trust, the Board of Trustees, Vanguard, and any director, officer, or employee of the Trust or Vanguard, except (i) with the prior written consent of the Trust, (ii) as required by law, regulation, court order, or the rules or regulations of any self-regulatory organization, governmental body, or official having jurisdiction over the Advisor, or (iii) for information that is publicly available other than due to disclosure by the Advisor or its affiliates or becomes known to the Advisor from a source other than the Trust, the Board of Trustees, or Vanguard.
13. Proxy Policy. The Advisor acknowledges that Vanguard, at the direction of the Fund, will vote the shares of all securities that are held by the Fund.
14. Governing Law. All questions concerning the validity, meaning, and effect of this Agreement shall be determined in accordance with the laws (without giving effect to the conflict-of-law principles thereof) of the State of Delaware applicable to contracts made and to be performed in that state.
IN WITNESS WHEREOF, the parties hereto have caused this Investment Advisory Agreement to be executed as of the date first set forth herein.
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Wellington Management Company, LLP
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Vanguard Explorer Fund |
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/s/ Brendan J. Swords 2/3/11 _______________________________ _________ Signature Date
Brendan J. Swords ____________________________ Print Name |
/s/ F. William McNabb 2/14/11 _______________________________ _________ Signature Date
F. William McNabb ____________________________ Print Name
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