N-CSR 1 morgangwthfinal.htm MORGAN GROWTH FUND

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT
OF
REGISTERED MANAGEMENT COMPANY


Investment Company Act file number: 811-1685

Name of Registrant: Vanguard Morgan Growth Fund

Address of Registrant: P.O. Box 2600
Valley Forge, PA 19482

Name and address of agent for service: Heidi Stam, Esquire
P.O. Box 876
Valley Forge, PA 19482

Registrant’s telephone number, including area code: (610) 669-1000


Date of fiscal year end: September 30

Date of reporting period: October 1, 200- September 30, 2006

Item 1: Reports to Shareholders


 

 

 

 

 

Vanguard® Morgan™ Growth Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

> Annual Report

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2006

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

>

For the fiscal year ended September 30, 2006, Vanguard Morgan Growth Fund

 

returned slightly more than 8%, outpacing its average peer and the Russell 3000

 

Growth Index.

 

 

 

 

>

Growth-oriented stocks underperformed their value counterparts during the period.

 

 

 

 

>

Strong results in the information technology, industrials, and financials sectors

 

generated much of the fund’s total return.

 

 

 

Contents

 

 

 

Your Fund’s Total Returns

1

Chairman’s Letter

2

Advisors’ Report

6

Fund Profile

9

Performance Summary

10

Financial Statements

12

Your Fund’s After-Tax Returns

27

About Your Fund’s Expenses

28

Glossary

30

 

 

 

 

 

 

 

 

 

 

 

Please note: The opinions expressed in this report are just that—informed opinions. They should not be considered promises or advice. Also, please keep in mind that the information and opinions cover the period through the date on the cover of this report. Of course, the risks of investing in your fund are spelled out in the prospectus.

Your Fund’s Total Returns

 

Fiscal Year Ended September 30, 2006

 

 

Total

 

Returns

Vanguard Morgan Growth Fund

 

Investor Shares

8.2%

Admiral™ Shares1

8.4

Russell 3000 Growth Index

6.1

Average Multi-Cap Growth Fund2

4.9

Dow Jones Wilshire 5000 Composite Index

10.5

 

 

 

Your Fund’s Performance at a Glance

 

 

 

 

September 30, 2005–September 30, 2006

 

 

 

 

 

 

 

Distributions Per Share

 

Starting

Ending

Income

Capital

 

Share Price

Share Price

Dividends

Gains

Vanguard Morgan Growth Fund

 

 

 

 

Investor Shares

$17.04

$18.34

$0.095

$0.000

Admiral Shares

52.91

56.94

0.398

0.000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 A lower-cost class of shares available to many longtime shareholders and to those with significant investments in the fund.

2 Derived from data provided by Lipper Inc.

1


 

Chairman’s Letter

 

Dear Shareholder,

 

Vanguard Morgan Growth Fund returned more than 8% during the 12 months ended September 30, 2006, a respectable return outpacing the result of its benchmark index and the average return of its peers. For the fifth time in the fund’s last six fiscal years, returns for growth stocks (as measured by the Russell 3000 Growth Index) trailed those of their value-oriented counterparts. Still, the advisors’ strong security selection, particularly among industrial and technology stocks, guided the fund to solid results and success when measured against its comparative standards.

 

Stocks endured some rough going, then recovered to post strong results

The stock market advanced through the first part of the fund’s fiscal year, then hit a speed bump in May, as investors feared that the economy was growing too rapidly. But a slowdown in the housing market, coupled with a late-summer decline in oil prices, helped to allay inflation concerns. The broad market rebounded to post a solid 10.5% return for the 12-month period. Value-oriented stocks outperformed growth stocks, and large-capitalization stocks edged out small-caps, one of the market’s best-performing segments in recent years.

 

International stocks handily outpaced domestic issues, continuing a multiyear trend. European and emerging market stocks fared particularly well. Stocks in the Pacific region also performed admirably, even though Japanese stocks did not fully participate in the global market’s summer recovery.

 

 

 

 

 

 

 

 

 

 

2

 

In the bond market, prices rallied as the Fed paused

At its August and September meetings, the Federal Reserve Board twice voted to maintain the federal funds rate at 5.25%, marking a pause in the central bank’s two-year inflation-fighting campaign. With investor sentiment buoyed by the Fed’s near-term inflation outlook, interest rates decreased, driving bond prices higher. The broad taxable bond market finished the period with a 3.7% return, and municipal bonds performed slightly better.

Although rates decreased along the entire maturity spectrum in late summer, the difference between the yields of the shortest- and longest-term issues remained narrow by historical standards. At the end of September, the U.S. Treasury yield curve was actually inverted, meaning that short-term issues such as 3-month and 6-month Treasury notes offered higher yields than those with longer maturities.

 

Keen stock selection drove Morgan Growth’s performance

As has been the case for the past several years, investors again favored value-oriented stocks over growth stocks during your fund’s fiscal year. Despite this headwind, the advisors steered the Morgan Growth Fund to a respectable 8.2% result (for Investor Shares). Their fine stock selection in a number of key areas drove the fund to outperform its benchmark and its peer group.

In information technology, the fund’s largest sector, the advisors found success in a diverse collection of companies. Tech giants such as Microsoft and Google were large contributors to return, as were smaller issues in the storage and semiconductor areas. In guiding the fund to a 12% return in this sector, the advisors also skillfully avoided or underweighted several stocks that experienced large declines and dragged the benchmark’s tech stocks down to a modest 3% return for the year.

 

 

Market Barometer

 

 

 

 

 

Average Annual Total Returns

 

 

Periods Ended September 30, 2006

 

One Year

Three Years

Five Years

Stocks

 

 

 

Russell 1000 Index (Large-caps)

10.2%

12.8%

7.6%

Russell 2000 Index (Small-caps)

9.9

15.5

13.8

Dow Jones Wilshire 5000 Index (Entire market)

10.5

13.3

8.6

MSCI All Country World Index ex USA (International)

19.4

23.9

16.4

 

 

 

 

Bonds

 

 

 

Lehman Aggregate Bond Index (Broad taxable market)

3.7%

3.4%

4.8%

Lehman Municipal Bond Index

4.5

4.4

5.2

Citigroup 3-Month Treasury Bill Index

4.4

2.6

2.2

 

 

 

 

CPI

 

 

 

Consumer Price Index

2.1%

3.1%

2.6%

 

 

3

 

The fund’s industrial holdings also performed well, particularly its investments in aviation-related companies. From aircraft manufacturers and aviation equipment makers to air freight delivery services and commercial airliners, these stocks helped to lift the sector to a 21% result.

Other bright spots for the fund included the financials sector, which returned nearly 20%, and the tiny materials sector, which, driven by concentrated positions in metals and mining stocks, posted a 33% return—the highest of any group.

Energy was the only sector to record a negative result (–8%) for the fiscal year, as oil prices fell toward the end of the summer. The large health care and consumer discretionary sectors also registered below-market returns.

 

Performance should be viewed through a wide-angle lens

If you’re looking for perspective on a fund’s performance, it’s smart to take a step back and get the long-term view. Investment returns are best measured not in months or quarters, but rather, over the span of several years. Morgan Growth Fund, now in its 38th year, has weathered many market cycles. Over the past ten years—a period that included steep bull and bear markets—the fund returned 8.0%. A hypothetical investment of $10,000 made in the fund a decade ago would now be worth $21,656—almost $5,000 more than if the same investment were made in its unmanaged benchmark.

That success is a tribute to the skilled group of advisors who manage the fund: Wellington Management Company, Franklin Portfolio Associates, and Vanguard Quantitative Equity Group. Their task is

 

 

 

Total Returns

 

 

Ten Years Ended September 30, 2006

 

 

 

Average

Final Value of a $10,000

 

Annual Return

Initial Investment

Morgan Growth Fund Investor Shares

8.0%

$21,656

Russell 3000 Growth Index

5.3

16,718

Average Multi-Cap Growth Fund

6.5

18,700

Dow Jones Wilshire 5000 Index

8.6

22,871

 

 

 

 

4

aided by the fund’s low expense ratio, which allows a greater portion of the total return to go to shareholders.

Robert D. Rands, who has served as portfolio manager for Wellington’s portion of Morgan Growth since 1994, will retire on December 31. I’d like to thank Bob for his significant contributions and dedication to the fund. Paul E. Marrkand, who has served as co-manager of Wellington’s portion of the fund since 2005, will assume Bob’s responsibilities upon his retirement.

A diversification of thought plays a role in your fund’s success

Like many Vanguard funds, Morgan Growth uses a multimanager approach. The fund’s three advisors bring a diverse set of experiences, ideas, and strategies to their respective portions of the fund. In a sense, this approach reflects Vanguard’s emphasis on one of the core tenets of investing: diversification. Each advisor contributes to the fund’s return while collectively diluting the risks associated with any single strategy.

You can take a page from that book in your own investment plan. A portfolio that is diversified among different investment styles, asset classes, and market segments can capture the returns of the market’s best performers while limiting exposure to the worst. We believe that Morgan Growth Fund can be a key part of such a balanced and diversified investment plan.

Thank you for investing with Vanguard.

Sincerely,


John J. Brennan

Chairman and Chief Executive Officer

October 18, 2006

 

 

 

 

 

Expense Ratios1

 

 

 

Your fund compared with its peer group

 

 

 

 

 

 

Average

 

Investor

Admiral

Multi-Cap

 

Shares

Shares

Growth Fund

Morgan Growth Fund

0.42%

0.23%

1.65%

 

 

 

1.Fund expense ratios reflect the 12 months ended September 30, 2006. Peer-group expense ratio is derived from data provided by Lipper Inc. and captures information through year-end 2005.

 

5

Advisors’ Report

During the fiscal year ended September 30, 2006, Vanguard Morgan Growth Fund returned 8.2% for Investor Shares and 8.4% for Admiral Shares. This performance reflects the combined efforts of your fund’s three independent advisors. The use of three advisors provides exposure to distinct, yet complementary, investment approaches, enhancing the fund’s diversification.

The advisors, the percentage of fund assets each manages, and a brief description of their investment strategies are presented in the table below. The advisors have also prepared a discussion of the investment environment that existed during the fiscal year and of how their portfolio positioning reflects this assessment.

 

Wellington Management Company, LLP

Portfolio Managers:

Robert D. Rands, CFA, Senior Vice President

Paul E. Marrkand, CFA, Vice President

 

Over the last 12 months, our portion of the Morgan Growth Fund benefited primarily from favorable security selection in the information technology sector. Within technology, the largest contributor to performance was Oracle, the world’s leading database software company. Oracle’s stock price rose as investors began to anticipate the future growth opportunities for the company’s virtualization and application products.

Other meaningful contributors to performance within the sector were NVIDIA, Nokia, and Network Appliance. NVIDIA’s share price increased on the

 

 

Vanguard Morgan Growth Fund Investment Advisors

 

 

 

 

 

Fund Assets Managed

 

Investment Advisor

%

$ Million

Investment Strategy

Wellington Management

Company, LLP

38

2,630

Traditional methods of stock selection—research and analysis—that identify companies believed

 

 

 

to have above-average growth prospects,

 

 

 

particularly those in industries undergoing change. Focuses on mid- and

 

 

 

large-capitalization companies with proven

 

 

 

records of sales and earnings growth,

 

 

 

profitability, and cash-flow generation.

Franklin Portfolio Associates, LLC

29

1,977

Quantitative management using a blend of valuation and growth/momentum factors

 

 

 

to drive stock selection decisions for a mid-cap growth subportfolio.

Vanguard Quantitative Equity Group

29

1,992

Quantitative management using models that assess valuation, marketplace sentiment,

 

 

 

and balance-sheet characteristics

 

 

 

of companies versus their peers.

Cash Investments1

4

263

 

 

1 These short-term reserves are invested by Vanguard in equity index products to simulate investment in stocks. Each advisor may also maintain a modest cash position.

 

6

potential for growth opportunities for the company’s dominant graphics business with the upcoming rollout of Microsoft’s new operating system, Vista. Because of that share appreciation, we sold our position in the company. Nokia’s stock price rose because the company is expected to generate strong profit growth over the coming years with the adoption of third-generation wireless technology. Shares of Network Appliance gained because the firm’s single architecture storage solutions, which offer customers one operating system across all storage systems, allowed the company to gain a significant amount of market share.

Positive stock selection within the industrials sector also boosted the fund’s returns. Strong performers here included Boeing and Rockwell Collins—both companies are expected to experience positive growth during the next aerospace cycle, which should last several years—and Suntech Power, which has strong growth prospects, given its position in the solar panel industry.

Conversely, the consumer discretionary sector detracted from performance—in particular, our holdings in XM Satellite Radio, a satellite radio service provider. Shares of XM Satellite declined after missteps by the management team caused a decline in the company’s free cash flow and market share. We eliminated the holding during the period as we no longer believe that management will be able to generate strong growth in free cash flow in the coming years.

In terms of the economic environment, we remain concerned about the massive United States trade deficit, the high cost of energy, and the debt levels of U.S. consumers. We believe these impediments will reduce the sales growth rates and profit levels of numerous companies over the next several years. Therefore, we seek to invest in innovative companies with the ability to gain market share and grow sales and profits at a solid rate despite a challenging economic environment. At the end of the period, the fund’s largest overweighted positions were in technology, industrials, and energy; the largest underweighted positions were in consumer discretionary and consumer staples.

 

Franklin Portfolio Associates, LLC

 

Portfolio Manager: John S. Cone, CFA

 

Our portion of the fund is benchmarked to the Russell Midcap Growth Index. As a result of our stock selection process, certain characteristics of the portfolio differ from those of the benchmark. For instance, the portfolio had an emphasis on positive momentum (stocks with near-term price-and-earnings growth momentum), as well as an emphasis on positive valuation (stocks with lower price-to-earnings ratios). During the fiscal year, the portfolio’s emphasis on positive valuation helped to boost the fund’s return; however, these gains were greatly offset by our emphasis on positive momentum, which detracted from the portfolio’s performance.

The portfolio benefited from strong stock selection in a mix of industries. In information technology, semiconductor-related stocks such as NVIDIA and LAM Research did well, as did Western Digital, a hard-disk-drive manufacturer. In materials, steelmaker Nucor and mining company Freeport-McMoRan Copper & Gold posted

 

 

 

7

strong results. First Marblehead, a provider of outsourcing services for education lending, was a top pick in the financials sector. Clothing retailer American Eagle Outfitters contributed to the portfolio’s performance in the consumer discretionary sector.

Returns were hindered by poor results from open-source software firm Red Hat, oil- and gas-driller Patterson-UTI Energy, electronic component provider Jabil Circuit, private education firm Career Education, and homebuilder D.R. Horton. Overall results were hurt by our holdings in companies that announced weak earnings or reduced expectations for earnings in the coming year.

Our investment process has identified opportunities in attractively valued mid-cap stocks such as American Eagle Outfitters (retail clothing), Cummins (diesel engines), LAM Research (semiconductor processing equipment), Joy Global (underground and surface mining equipment), and Sherwin-Williams (paints and coatings).

 

Vanguard Quantitative Equity Group

 

Portfolio Manager: James P. Stetler, Principal

 

Our investment management process combines three stock-ranking models (based on valuation, sentiment, and earnings prospects) to determine attractive investment opportunities among companies of similar sizes and business characteristics. Over the long term, we expect all three models to generate positive and consistent excess returns while providing diversification within our stock-ranking strategy. However, over shorter time periods, the models can vary in their effectiveness. Over the past year, for example, our valuation model performed quite well, while both the marketplace-sentiment and earnings-growth models were less effective. This variance in model contribution is normal within a quantitative framework.

Because we maintain sector weightings that are essentially the same as those in the benchmark index, our results are driven by our success (or lack thereof) in picking the better-performing stocks in each group. During the recent fiscal year, strong stock selection within the consumer discretionary and information technology sectors boosted our results. However, the results were offset by less-successful picks in health care and energy. For example, overweighted positions in retailers J.C. Penney (+46% for the fiscal year), Abercrombie & Fitch (+41%), and American Eagle Outfitters (+89%), as well as in restaurant operator Darden Restaurants (+41%), led our consumer picks. In technology, Agere Systems (+43%) and Freescale Semiconductor (+61%) led the way. On the other hand, overweighted positions in hospital operator Tenet Healthcare (–28%) and energy concerns Patterson-UTI Energy (–34%) and Nabors Industries (–17%) performed poorly.

We continue to believe that the best way to deliver consistent investment results is through a quantitative assessment of fundamental stock factors, coupled with a disciplined risk-control framework that neutralizes those market and company factors that we do not believe can add value over the long term.

 

 

 

 

 

8

 

Fund Profile

 

 

 

As of September 30, 2006

 

 

 

 

 

 

Portfolio Characteristics

 

 

 

Comparative

Broad

 

Fund

Index1

Index2

Number of Stocks

345

1,977

4,974

Median Market Cap

$15.8B

$27.7B

$27.5B

Price/Earnings Ratio

17.6x

21.5x

17.2x

Price/Book Ratio

3.5x

3.9x

3.7x

Yield

 

1.1%

1.7%

Investor Shares

0.9%

 

 

Admiral Shares

1.1%

 

 

Return on Equity

18.9%

19.2%

15.4%

Earnings Growth Rate

21.4%

18.8%

15.7%

Foreign Holdings

4.6%

0.0%

1.1%

Turnover Rate

90%

Expense Ratio

 

Investor Shares

0.42%

 

 

Admiral Shares

0.23%

 

 

Short-Term Reserves

3%

 

Sector Diversification (% of portfolio)

 

 

Comparative

Broad

 

Fund

Index1

Index2

Consumer Discretionary

13%

14%

12%

Consumer Staples

6

9

9

Energy

7

4

9

Financials

9

9

23

Health Care

16

18

12

Industrials

16

15

11

Information Technology

25

26

15

Materials

3

3

3

Telecommunication

 

 

 

Services

1

1

3

Utilities

1

1

3

Short-Term Reserves

3%

 

Volatility Measures3

 

 

Fund Versus

Fund Versus

 

Comparative Index1

Broad Index2

R-Squared

0.93

0.91

Beta

1.06

1.17

 

 

 

 

 

 

Ten Largest Holdings4(% of total net assets)

 

 

 

 

Microsoft Corp.

systems software

3.0%

Oracle Corp.

systems software

2.3

Cisco Systems, Inc.

communications equipment

1.8

The Walt Disney Co.

movies and entertainment

1.6

ConocoPhillips Co.

integrated oil and gas

1.2

Manpower Inc.

human resource and employment services

1.1

GlobalSantaFe Corp.

oil and gas drilling

1.1

Accenture Ltd.

IT consulting and other services

1.1

Network Appliance, Inc.

computer storage and peripherals

1.0

Freeport-McMoRan Copper & Gold, Inc.

diversified metals and mining

1.0

Top Ten

 

15.2%

 

 

 

Investment Focus


 

 

 

 

 

 

 

 

 

 

 

 

1 Russell 3000 Growth Index.

2 Dow Jones Wilshire 5000 Index.

3 For an explanation of R-squared, beta, and other terms used here, see the Glossary on page 30.

4 “Ten Largest Holdings” excludes any temporary cash investments and equity index products.

 

9

 

Performance Summary

 

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at www.vanguard.com.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

 

 

Cumulative Performance: September 30, 1996–September 30, 2006

Initial Investment of $10,000


 

 

 

 

 

 

 

 

 

 

 

 

 

Average Annual Total Returns

Final Value

 

Periods Ended September 30, 2006

of a $10,000

 

One Year

Five Years

Ten Years

Investment

Morgan Growth Fund Investor Shares

8.20%

8.11%

8.03%

$21,656

Dow Jones Wilshire 5000 Index

10.48

8.64

8.62

22,871

Russell 3000 Growth Index

6.05

4.83

5.27

16,718

Average Multi-Cap Growth Fund1

4.86

6.75

6.46

18,700

 

 

 

 

 

Final Value

 

 

 

Since

of a $100,000

 

One Year

Five Years

Inception2

Investment

Morgan Growth Fund Admiral Shares

8.39%

8.27%

3.02%

$117,369

Dow Jones Wilshire 5000 Index

10.48

8.64

4.45

126,376

Russell 3000 Growth Index

6.05

4.83

–0.14

99,260

 

 

 

 

 

1 Derived from data provided by Lipper Inc.

2 May 14, 2001.

 

10

 

Fiscal-Year Total Returns (%): September 30, 1996–September 30, 2006


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note: See Financial Highlights tables on pages 20 and 21 for dividend and capital gains information.

 

 

11

 

Financial Statements

 

Statement of Net Assets

As of September 30, 2006

The fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at www.sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

 

 

 

 

Market

 

 

 

Value

 

 

Shares

($000)

Common Stocks (94.2%)1

 

 

Consumer Discretionary (12.5%)

 

 

The Walt Disney Co.

3,612,700

111,669

 

News Corp., Class A

3,334,000

65,513

 

J.C. Penney Co., Inc. (Holding Co.)

837,700

57,290

 

American Eagle Outfitters, Inc.

1,282,500

56,212

 

Sherwin-Williams Co.

662,600

36,960

*

Viacom Inc. Class B

950,300

35,332

 

Abercrombie & Fitch Co.

462,455

32,131

 

Darden Restaurants Inc.

753,600

32,005

 

International Game Technology

661,800

27,465

 

Yum! Brands, Inc.

497,100

25,874

 

Home Depot, Inc.

663,400

24,062

 

Hilton Hotels Corp.

809,500

22,545

*

Comcast Corp. Class A

575,351

21,202

^

Garmin Ltd.

390,000

19,024

 

Brinker International, Inc.

456,100

18,285

 

Lowe’s Cos., Inc.

502,800

14,109

 

Claire’s Stores, Inc.

454,900

13,265

 

Target Corp.

222,400

12,288

 

Black & Decker Corp.

142,500

11,307

 

NIKE, Inc. Class B

128,300

11,242

 

Omnicom Group Inc.

119,600

11,195

 

Dollar General Corp.

774,700

10,559

 

Barnes & Noble, Inc.

275,100

10,437

 

Meredith Corp.

202,400

9,984

*

Starbucks Corp.

241,900

8,237

*

Kohl’s Corp.

126,800

8,232

*

Liberty Media Capital A

97,875

8,179

*

EchoStar Communications Corp. Class A

246,300

8,064

 

Polo Ralph Lauren Corp.

123,800

8,009

 

Williams-Sonoma, Inc.

242,100

7,842

 

Thor Industries, Inc.

184,500

7,596

*

MGM Mirage, Inc.

191,300

7,554

 

Best Buy Co., Inc.

128,550

6,885

 

Limited Brands, Inc.

258,300

6,842

 

 

 

 

 

 

 

 

Market

 

 

 

Value

 

 

Shares

($000)

 

Harman International Industries, Inc.

80,500

6,717

*

DIRECTV Group, Inc.

326,226

6,420

 

Family Dollar Stores, Inc.

195,754

5,724

*

DreamWorks Animation SKG, Inc.

226,200

5,635

 

Staples, Inc.

224,350

5,458

*

Expedia, Inc.

318,700

4,997

 

Nordstrom, Inc.

117,400

4,966

 

International Speedway Corp.

99,000

4,934

 

Harley-Davidson, Inc.

74,200

4,656

 

The McGraw-Hill Cos., Inc.

78,300

4,544

 

TJX Cos., Inc.

152,700

4,280

 

Johnson Controls, Inc.

59,300

4,254

*

Las Vegas Sands Corp.

62,100

4,245

 

Harte-Hanks, Inc.

130,500

3,439

 

News Corp., Class B

161,353

3,330

*

Liberty Media-Interactive A

139,374

2,840

*

Univision Communications Inc.

64,200

2,205

 

Clear Channel Communications, Inc.

55,299

1,595

*

NVR, Inc.

2,770

1,482

 

Advance Auto Parts, Inc.

31,770

1,047

 

Gentex Corp.

45,000

639

 

Ross Stores, Inc.

18,300

465

*

Comcast Corp. Special Class A

10,156

374

 

Regal Entertainment Group Class A

6,400

127

 

 

 

851,768

Consumer Staples (5.3%)

 

 

 

The Procter & Gamble Co.

1,033,975

64,086

 

PepsiCo, Inc.

942,500

61,508

 

Altria Group, Inc.

626,200

47,936

 

Wal-Mart Stores, Inc.

770,500

38,001

 

The Pepsi Bottling Group, Inc.

681,600

24,197

 

The Kroger Co.

970,200

22,450

 

Brown-Forman Corp. Class B

171,493

13,145

 

Walgreen Co.

278,900

12,380

 

Colgate-Palmolive Co.

162,200

10,073

 

Anheuser-Busch Cos., Inc.

198,700

9,440

 

Costco Wholesale Corp.

181,899

9,037

 

 

 

 

 

 

 

12

 

 

 

 

 

 

Market

 

 

 

Value

 

 

Shares

($000)

 

CVS Corp.

252,200

8,101

*

Energizer Holdings, Inc.

106,900

7,696

 

Alberto-Culver Co. Class B

142,600

7,214

 

McCormick & Co., Inc.

183,700

6,977

*

Herbalife Ltd.

182,400

6,909

 

Carolina Group

104,000

5,761

 

Estee Lauder Cos. Class A

131,100

5,287

 

Sysco Corp.

136,100

4,553

 

Kellogg Co.

13,700

678

 

 

 

365,429

Energy (6.9%)

 

 

 

ConocoPhillips Co.

1,331,900

79,288

 

GlobalSantaFe Corp.

1,465,000

73,235

 

Patterson-UTI Energy, Inc.

1,794,681

42,642

 

Chevron Corp.

585,000

37,943

 

XTO Energy, Inc.

864,862

36,437

 

Schlumberger Ltd.

363,600

22,554

 

Kinder Morgan, Inc.

206,000

21,599

*

Unit Corp.

357,600

16,439

*

Petro-Canada

394,654

15,922

 

Tidewater Inc.

357,200

15,785

*

Grant Prideco, Inc.

391,606

14,893

 

Holly Corp.

279,600

12,115

*

Helix Energy Solutions Group, Inc.

327,900

10,952

 

Halliburton Co.

297,100

8,452

*

Nabors Industries, Inc.

272,000

8,092

 

ENSCO International, Inc.

183,200

8,030

 

Baker Hughes, Inc.

105,100

7,168

*

Pride International, Inc.

239,300

6,562

 

Rowan Cos., Inc.

207,200

6,554

*

Transocean Inc.

74,800

5,478

 

Petroleo Brasileiro Series A ADR

70,000

5,239

 

Diamond Offshore Drilling, Inc.

66,400

4,805

 

BJ Services Co.

156,500

4,715

 

Occidental Petroleum Corp.

96,800

4,657

 

Noble Corp.

42,500

2,728

 

EOG Resources, Inc.

31,000

2,017

 

 

 

474,301

Financials (8.5%)

 

 

 

UBS AG (New York Shares)

982,000

58,242

 

The Goldman Sachs Group, Inc.

261,000

44,153

 

Muenchener Rueckversicherungs–Gesellschaft AG (Registered)

262,000

41,303

*

E*TRADE Financial Corp.

1,554,900

37,193

*

CB Richard Ellis Group, Inc.

1,466,700

36,081

 

ACE Ltd.

599,400

32,805

 

AFLAC Inc.

658,400

30,128

 

W.R. Berkley Corp.

850,323

30,093

 

American International

 

 

 

Group, Inc.

453,886

30,074

 

IndyMac Bancorp, Inc.

639,300

26,314

 

Northern Trust Corp.

340,200

19,878

 

 

 

 

 

 

Market

 

 

 

Value

 

 

Shares

($000)

 

American Express Co.

342,200

19,191

^

The First Marblehead Corp.

218,900

15,161

 

Jones Lang LaSalle Inc.

176,700

15,104

*

AmeriCredit Corp.

571,400

14,279

 

Synovus Financial Corp.

450,800

13,240

 

State Street Corp.

194,700

12,149

 

SEI Investments Co.

207,800

11,676

 

Hudson City Bancorp, Inc.

860,400

11,400

 

Ambac Financial Group, Inc.

111,000

9,185

 

Host Marriott Corp. REIT

326,800

7,494

 

Prudential Financial, Inc.

88,100

6,718

 

Mellon Financial Corp.

156,700

6,127

 

Charles Schwab Corp.

330,155

5,910

*

CBOT Holdings, Inc. Class A

44,300

5,351

 

Golden West Financial Corp.

68,400

5,284

*

Berkshire Hathaway Inc.Class B

1,630

5,174

 

Progressive Corp. of Ohio

197,500

4,847

 

SLM Corp.

89,400

4,647

 

MBIA, Inc.

68,800

4,227

 

Franklin Resources Corp.

37,400

3,955

 

Simon Property Group, Inc. REIT

38,500

3,489

 

Forest City Enterprise Class A

58,127

3,156

*^

NYSE Group Inc.

26,900

2,011

 

Commerce Bancorp, Inc.

53,900

1,979

 

Capital One Financial Corp.

20,001

1,573

^

The St. Joe Co.

21,000

1,152

 

Investors Financial Services Corp.

20,600

887

*

Arch Capital Group Ltd.

4,838

307

 

Everest Re Group, Ltd.

850

83

 

 

 

582,020

Health Care (15.1%)

 

 

 

Abbott Laboratories

1,429,100

69,397

 

AstraZeneca Group PLC ADR

1,103,700

68,981

 

Johnson & Johnson

960,800

62,394

 

Merck & Co., Inc.

1,480,000

62,012

 

Schering-Plough Corp.

2,599,320

57,419

*

Coventry Health Care Inc.

635,775

32,755

 

AmerisourceBergen Corp.

597,800

27,021

*

Amgen, Inc.

371,000

26,538

 

Cardinal Health, Inc.

401,100

26,368

 

Sanofi-Aventis

295,768

26,268

*

Intuitive Surgical, Inc.

248,000

26,152

*

Express Scripts Inc.

336,800

25,425

 

Mylan Laboratories, Inc.

1,258,600

25,336

 

Becton, Dickinson & Co.

354,100

25,024

*

Biogen Idec Inc.

559,500

24,998

 

Eli Lilly & Co.

425,000

24,225

 

Shionogi & Co., Ltd.

1,241,000

22,832

 

Eisai Co., Ltd.

453,100

21,949

 

UnitedHealth Group Inc.

416,400

20,487

*

Community Health Systems, Inc.

492,000

18,376

 

 

13

 

 

 

 

Market

 

 

 

Value

 

 

Shares

($000)

*

WellPoint Inc.

221,072

17,034

 

Medtronic, Inc.

338,499

15,720

*

Endo Pharmaceuticals Holdings, Inc.

482,500

15,705

*

ICOS Corp.

589,100

14,763

*

ImClone Systems, Inc.

518,500

14,684

*

Forest Laboratories, Inc.

285,299

14,439

*

Emdeon Corp.

1,166,079

13,655

 

McKesson Corp.

208,500

10,992

*

Thermo Electron Corp.

273,200

10,745

*

Cytyc Corp.

434,100

10,627

*

Genentech, Inc.

125,699

10,395

*

Lincare Holdings, Inc.

299,775

10,384

 

Quest Diagnostics, Inc.

155,600

9,516

 

Wyeth

185,798

9,446

*

Amylin Pharmaceuticals, Inc.

204,400

9,008

 

Caremark Rx, Inc.

155,900

8,835

 

Aetna Inc.

221,472

8,759

*

Laboratory Corp.of America Holdings

132,200

8,668

*

Alkermes, Inc.

535,000

8,480

*

Celgene Corp.

193,100

8,361

 

Bausch & Lomb, Inc.

165,400

8,292

 

Dade Behring Holdings Inc.

204,800

8,225

 

Baxter International, Inc.

180,501

8,206

*

Techne Corp.

155,500

7,909

*

Gilead Sciences, Inc.

113,000

7,763

*

Barr Pharmaceuticals Inc.

141,100

7,329

 

CIGNA Corp.

57,307

6,666

*

WellCare Health Plans Inc.

110,600

6,263

*

Millennium Pharmaceuticals, Inc.

598,700

5,957

*

Hospira, Inc.

153,500

5,874

*

Cephalon, Inc.

91,480

5,649

 

HCA Inc.

112,300

5,603

*

Genzyme Corp.

78,200

5,276

*

Zimmer Holdings, Inc.

76,027

5,132

*

Sierra Health Services, Inc.

122,200

4,624

*

Boston Scientific Corp.

249,224

3,686

 

Manor Care, Inc.

60,900

3,184

 

Stryker Corp.

49,000

2,430

*

Invitrogen Corp.

15,600

989

*

Medco Health Solutions, Inc.

3,100

186

 

 

 

1,033,416

Industrials (15.2%)

 

 

 

Manpower Inc.

1,270,300

77,831

 

The Boeing Co.

850,400

67,054

 

Parker Hannifin Corp.

857,000

66,615

 

Joy Global Inc.

1,620,350

60,940

 

Emerson Electric Co.

715,400

59,993

 

Illinois Tool Works, Inc.

1,152,600

51,753

 

Rockwell Collins, Inc.

886,200

48,599

 

Cummins Inc.

385,900

46,011

*

AMR Corp.

1,810,800

41,902

 

 

 

 

 

 

Market

 

 

 

Value

 

 

Shares

($000)

 

C.H. Robinson Worldwide Inc.

706,400

31,491

 

Fluor Corp.

330,000

25,374

 

General Electric Co.

674,400

23,806

 

Vallourec SA

87,000

20,261

 

Southwest Airlines Co.

1,215,300

20,247

 

General Dynamics Corp.

274,400

19,666

 

PACCAR, Inc.

303,100

17,283

 

United Technologies Corp.

271,600

17,206

 

Trinity Industries, Inc.

529,000

17,018

 

Robert Half International, Inc.

490,000

16,645

 

3M Co.

219,900

16,365

 

Norfolk Southern Corp.

367,600

16,193

 

Caterpillar, Inc.

236,100

15,535

*

Thomas & Betts Corp.

304,600

14,532

 

W.W. Grainger, Inc.

199,800

13,391

 

The Corporate Executive Board Co.

144,500

12,992

*

Terex Corp.

285,000

12,888

 

United Parcel Service, Inc.

178,700

12,856

*

Continental Airlines, Inc.Class B

427,200

12,094

 

Lockheed Martin Corp.

140,100

12,057

 

Oshkosh Truck Corp.

234,400

11,830

 

Equifax, Inc.

312,100

11,457

 

Avery Dennison Corp.

183,800

11,059

*

Allied Waste Industries, Inc.

930,600

10,488

*

Gardner Denver Inc.

310,200

10,261

 

MSC Industrial Direct Co., Inc. Class A

243,100

9,904

 

FedEx Corp.

88,600

9,629

 

Gol-Linhas Aereas Inteligentes S.A.

267,216

9,179

 

Union Pacific Corp.

101,900

8,967

 

Burlington Northern Santa Fe Corp.

112,400

8,255

 

Waste Management, Inc.

213,800

7,842

*

Alliant Techsystems, Inc.

93,600

7,587

 

Masco Corp.

258,800

7,096

 

The Toro Co.

160,800

6,781

 

Rockwell Automation, Inc.

113,100

6,571

 

Knight Transportation, Inc.

375,000

6,356

*

McDermott International, Inc.

151,400

6,329

*

Covanta Holding Corp.

286,400

6,166

*

USG Corp.

131,000

6,162

 

Herman Miller, Inc.

151,300

5,176

 

Aramark Corp. Class B

136,800

4,495

 

Precision Castparts Corp.

47,425

2,995

*

Monster Worldwide Inc.

54,815

1,984

 

Republic Services, Inc.Class A

20,700

832

 

Deere & Co.

2,600

218

*

Raytheon Co.Warrants Exp. 6/16/11

4,580

65

 

 

 

1,046,282

 

 

 

14

 

 

 

 

Market

 

 

 

Value

 

 

Shares

($000)

Information Technology (24.4%)

 

 

Communications Equipment (4.2%)

 

*

Cisco Systems, Inc.

5,234,600

120,396

 

QUALCOMM Inc.

1,649,300

59,952

 

Motorola, Inc.

2,091,199

52,279

 

Nokia Corp. ADR

1,453,200

28,614

 

Harris Corp.

421,100

18,735

*

Corning, Inc.

474,600

11,585

 

 

 

 

 

Computers & Peripherals (3.5%)

 

*

Network Appliance, Inc.

1,935,200

71,622

 

Hewlett-Packard Co.

1,482,400

54,389

*

Western Digital Corp.

2,019,300

36,549

 

International Business Machines Corp.

268,900

22,034

*

Apple Computer, Inc.

262,100

20,190

*

NCR Corp.

359,600

14,197

*

Dell Inc.

603,600

13,786

*

EMC Corp.

579,900

6,947

 

 

 

 

 

Electronic Equipment & Instruments (2.0%)

 

CDW Corp.

436,400

26,917

 

Jabil Circuit, Inc.

897,600

25,644

 

Molex, Inc.

577,600

22,509

*

Agilent Technologies, Inc.

327,700

10,713

 

Amphenol Corp.

161,600

10,007

*

Ingram Micro, Inc. Class A

482,200

9,239

*

Mettler-Toledo International Inc.

138,500

9,162

 

Hon Hai Precision Industry Co., Ltd.

1,391,602

8,470

*

Vishay Intertechnology, Inc.

496,000

6,964

*

Flextronics International Ltd.

436,326

5,515

 

AVX Corp.

283,900

5,021

 

 

 

 

 

Internet Software & Services (0.6%)

 

*

Google Inc.

66,200

26,606

*

Yahoo! Inc.

333,100

8,421

*

eBay Inc.

263,700

7,479

 

 

 

 

 

IT Services (2.9%)

 

 

 

Accenture Ltd.

2,301,500

72,981

*

Fiserv, Inc.

911,100

42,904

 

Global Payments Inc.

434,200

19,109

*

Ceridian Corp.

693,239

15,501

 

First Data Corp.

286,800

12,046

 

Automatic Data Processing, Inc.

177,900

8,422

*

DST Systems, Inc.

133,400

8,227

 

Electronic Data Systems Corp.

303,200

7,434

*

CheckFree Corp.

135,708

5,607

*

Alliance Data Systems Corp.

91,176

5,032

*

Affiliated Computer Services, Inc. Class A

51,000

2,645

*

Iron Mountain, Inc.

33,200

1,426

 

 

15

 

 

 

 

Market

 

 

 

Value

 

 

Shares

($000)

 

Semiconductors & Semiconductor Equipment (4.1%)

*

LAM Research Corp.

1,259,000

57,070

*

Altera Corp.

2,550,000

46,869

 

Intel Corp.

1,832,900

37,703

*

NVIDIA Corp.

1,074,000

31,780

 

National Semiconductor Corp.

940,300

22,125

 

Microchip Technology, Inc.

509,000

16,502

 

Texas Instruments, Inc.

491,000

16,326

 

Linear Technology Corp.

480,200

14,944

*

Micron Technology, Inc.

554,800

9,654

*

Advanced Micro Devices, Inc.

354,000

8,797

 

Applied Materials, Inc.

436,999

7,748

*

Teradyne, Inc.

485,300

6,387

*

Freescale Semiconductor, Inc.Class B

84,800

3,223

*

MEMC Electronic Materials, Inc.

51,700

1,894

 

 

 

 

 

Software (7.1%)

 

 

 

Microsoft Corp.

7,533,975

205,904

*

Oracle Corp.

8,746,100

155,156

*

Mercury Interactive Corp.

422,000

21,748

*

Red Hat, Inc.

809,800

17,071

*

Amdocs Ltd.

422,300

16,723

*

BMC Software, Inc.

506,699

13,792

*

Cadence Design

 

 

 

Systems, Inc.

620,200

10,519

 

Fair Isaac, Inc.

275,600

10,079

*

Intuit, Inc.

283,600

9,101

*

Autodesk, Inc.

210,000

7,304

*

Adobe Systems, Inc.

124,800

4,674

*

Compuware Corp.

579,100

4,511

*

Symantec Corp.

208,188

4,430

 

 

 

1,677,310

Materials (3.3%)

 

 

 

 

 

 

 

 

 

 

 

Freeport-McMoRan Copper & Gold, Inc.Class B

1,328,264

70,743

 

Newmont Mining Corp. (Holding Co.)

988,398

42,252

 

Nucor Corp.

520,500

25,760

*

Pactiv Corp.

890,500

25,308

 

Antofagasta PLC

2,775,000

23,724

 

Martin Marietta Materials, Inc.

213,400

18,058

 

Phelps Dodge Corp.

122,696

10,392

 

Allegheny Technologies Inc.

120,100

7,469

 

Monsanto Co.

130,157

6,119

 

 

 

229,825

Telecommunication Services (1.3%)

 

 

AT&T Inc.

875,000

28,489

*

American Tower Corp.Class A

525,000

19,162

 

Sprint Nextel Corp.

783,131

13,431

*

Qwest Communications International Inc.

1,186,700

10,348

 

 

 

 

 

 

 

Market

 

 

 

Value

 

 

Shares

($000)

 

 

 

 

 

Telephone & Data Systems, Inc.

239,500

10,083

*

Leap Wireless International, Inc.

80,900

3,923

*

U.S. Cellular Corp.

31,200

1,863

 

 

 

87,299

Utilities (0.9%)

 

 

*

AES Corp.

1,944,800

39,654

*

Allegheny Energy, Inc.

470,136

18,885

 

Questar Corp.

25,200

2,061

 

 

 

60,600

Exchange-Traded Fund (0.8%)

 

2

Vanguard Growth ETF

1,044,900

57,302

Total Common Stocks

 

 

(Cost $5,788,167)

 

6,465,552

Temporary Cash Investments (6.7%)1

 

Money Market Fund (3.0%)

 

 

3

Vanguard Market

 

 

 

Liquidity Fund,

 

 

 

5.306%

175,587,513

175,588

3

Vanguard Market

 

 

 

Liquidity Fund,

 

 

 

5.306%—Note G

27,406,400

27,406

 

 

 

202,994

 

 

 

 

 

 

 

 

 

 

 

16

 

 

 

Face

Market

 

 

Amount

Value

 

 

($000)

($000)

Repurchase Agreement (3.5%)

 

 

 

Morgan Stanley Holdings, Inc.

 

 

5.35%, 10/2/06 (Dated 9/29/06,

 

 

Repurchase Value $242,208,000,

 

 

collateralized by Federal Home

 

 

Loan Mortgage Corp.

 

 

 

4.500%–6.500%, 4/1/21–10/1/36,

 

 

Federal National Mortgage Assn.

 

 

4.500%–6.000%,

 

 

 

7/1/19–9/1/36)

242,100

242,100

U.S. Agency Obligations (0.2%)

 

 

4

Federal Home Loan Mortgage Corp.

 

5

5.150%, 12/26/06

8,000

7,904

4

Federal National Mortgage Assn.

 

5

5.341%, 10/18/06

8,000

7,979

 

 

 

15,883

Total Temporary Cash Investments

 

(Cost $460,977)

 

460,977

Total Investments (100.9%)

 

 

(Cost $6,249,144)

 

6,926,529

Other Assets and Liabilities (–0.9%)

 

Other Assets—Note C

 

132,964

Payables for Investment

 

 

 

Securities Purchased

 

(153,405)

Other Liabilities—Note G

 

(44,303)

 

 

 

(64,744)

Net Assets (100%)

 

6,861,785

 

 

 

 

 

 

 

 

 

At September 30, 2006, net assets consisted of:6

 

Amount

 

($000)

Paid-in Capital

5,995,284

Undistributed Net Investment Income

43,399

Accumulated Net Realized Gains

142,602

Unrealized Appreciation (Depreciation)

 

Investment Securities

677,385

Futures Contracts

3,119

Foreign Currencies

(4)

Net Assets

6,861,785

 

 

Investor Shares—Net Assets

 

Applicable to 281,971,093 outstanding $.001

par value shares of beneficial interest

 

(unlimited authorization)

5,170,825

Net Asset Value Per Share—Investor Shares

$18.34

 

 

Admiral Shares—Net Assets

 

Applicable to 29,695,900 outstanding $.001

par value shares of beneficial interest

 

(unlimited authorization)

1,690,960

Net Asset Value Per Share—

 

Admiral Shares

$56.94

 

 

 

 

 

 

 

See Note A in Notes to Financial Statements.

*

Non-income-producing security.

^

Part of security position is on loan to broker-dealers. See Note G in Notes to Financial Statements.

1The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund’s effective common stock and temporary cash investment positions represent 97.9% and 3.0%, respectively, of net assets. See Note E in Notes to Financial Statements.

2 Considered an affiliated company of the fund as the issuer is another member of The Vanguard Group.

3 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.

4 The issuer operates under a congressional charter; its securities are neither issued nor guaranteed by the U.S. government. If needed, access to additional funding from the U.S. Treasury (beyond the issuer’s line of credit) would require congressional action.

5 Securities with a value of $15,883,000 have been segregated as initial margin for open futures contracts.

6 See Note E in Notes to Financial Statements for the tax-basis components of net assets.

ADR—American Depositary Receipt.

REIT—Real Estate Investment Trust.

17

 

Statement of Operations

 

 

Year Ended

 

September 30, 2006

 

($000)

Investment Income

 

Income

 

Dividends1,2

69,687

Interest2

16,170

Security Lending

830

Total Income

86,687

Expenses

 

Investment Advisory Fees—Note B

 

Basic Fee

5,061

Performance Adjustment

950

The Vanguard Group—Note C

 

Management and Administrative—Investor Shares

14,292

Management and Administrative—Admiral Shares

1,537

Marketing and Distribution—Investor Shares

1,194

Marketing and Distribution—Admiral Shares

309

Custodian Fees

83

Auditing Fees

23

Shareholders’ Reports—Investor Shares

137

Shareholders’ Reports—Admiral Shares

3

Trustees’ Fees and Expenses

8

Total Expenses

23,597

Expenses Paid Indirectly—Note D

(912)

Net Expenses

22,685

Net Investment Income

64,002

Realized Net Gain (Loss)

 

Investment Securities Sold2

564,512

Futures Contracts

2,479

Foreign Currencies

(440)

Realized Net Gain (Loss)

566,551

Change in Unrealized Appreciation (Depreciation)

 

Investment Securities

(149,556)

Futures Contracts

2,147

Foreign Currencies

(23)

Change in Unrealized Appreciation (Depreciation)

(147,432)

Net Increase (Decrease) in Net Assets Resulting from Operations

483,121

 

 

 

 

 

 

 

1 Dividends are net of foreign withholding taxes of $1,023,000.

2 Dividend income, interest income, and realized net gain (loss) from affiliated companies of the fund were $545,000, $9,710,000, and $0, respectively.

18

Statement of Changes in Net Assets

 

 

Year Ended September 30,

 

2006

2005

 

($000)

($000)

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net Investment Income

64,002

43,197

Realized Net Gain (Loss)

566,551

345,489

Change in Unrealized Appreciation (Depreciation)

(147,432)

370,462

Net Increase (Decrease) in Net Assets Resulting from Operations

483,121

759,148

Distributions

 

 

Net Investment Income

 

 

Investor Shares

(25,348)

(29,142)

Admiral Shares

(9,445)

(4,441)

Realized Capital Gain

 

 

Investor Shares

Admiral Shares

Total Distributions

(34,793)

(33,583)

Capital Share Transactions—Note H

 

 

Investor Shares

281,742

(210,401)

Admiral Shares

482,819

505,807

Net Increase (Decrease) from Capital Share Transactions

764,561

295,406

Total Increase (Decrease)

1,212,889

1,020,971

Net Assets

 

 

Beginning of Period

5,648,896

4,627,925

End of Period1

6,861,785

5,648,896

 

 

 

 

 

 

 

 

 

 

 

 

1 Net Assets—End of Period includes undistributed net investment income of $43,399,000 and $17,099,000.

 

 

 

 

 

19

 

Financial Highlights

 

Morgan Growth Fund Investor Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended September 30,

For a Share Outstanding Throughout Each Period

2006

2005

2004

2003

2002

Net Asset Value,Beginning of Period

$17.04

$14.77

$13.34

$10.49

$12.71

Investment Operations

 

 

 

 

 

Net Investment Income

.165

.1291

.05

.04

.049

Net Realized and Unrealized Gain (Loss) on Investments

1.230

2.246

1.42

2.85

(2.194)

Total from Investment Operations

1.395

2.375

1.47

2.89

(2.145)

Distributions

 

 

 

 

 

Dividends from Net Investment Income

(.095)

(.105)

(.04)

(.04)

(.075)

Distributions from Realized Capital Gains

Total Distributions

(.095)

(.105)

(.04)

(.04)

(.075)

Net Asset Value,End of Period

$18.34

$17.04

$14.77

$13.34

$10.49

 

 

 

 

 

 

Total Return

8.20%

16.12%

11.03%

27.62%

–17.04%

 

 

 

 

 

 

Ratios/Supplemental Data

 

 

 

 

 

Net Assets,End of Period (Millions)

$5,171

$4,539

$4,115

$3,329

$2,369

Ratio of Total Expenses to Average Net Assets2

0.42%

0.41%

0.44%

0.50%

0.48%

Ratio of Net Investment Income to Average Net Assets

0.95%

0.82%1

0.32%

0.31%

0.37%

Portfolio Turnover Rate

90%

88%

88%

91%

104%

 

 

 

 

 

 

 

 

 

 

 

 

1 Net investment income per share and the ratio of net investment income to average net assets include $0.044 and 0.28%, respectively, resulting from a special dividend from Microsoft Corp. in November 2004.

2 Includes performance-based investment advisory fee increases (decreases) of 0.02%, 0.00%, 0.01%, 0.00%, and 0.00%.

 

 

20

 

Morgan Growth Fund Admiral Shares

 

 

 

 

 

 

 

 

Year Ended September 30,

For a Share Outstanding Throughout Each Period

2006

2005

2004

2003

2002

Net Asset Value, Beginning of Period

$52.91

$45.84

$41.40

$32.58

$39.44

Investment Operations

 

 

 

 

 

Net Investment Income

.620

.5001

.212

.17

.20

Net Realized and Unrealized Gain (Loss)on Investments

3.808

6.956

4.416

8.83

(6.79)

Total from Investment Operations

4.428

7.456

4.628

9.00

(6.59)

Distributions

 

 

 

 

 

Dividends from Net Investment Income

(.398)

(.386)

(.188)

(.18)

(.27)

Distributions from Realized Capital Gains

Total Distributions

(.398)

(.386)

(.188)

(.18)

(.27)

Net Asset Value, End of Period

$56.94

$52.91

$45.84

$41.40

$32.58

 

 

 

 

 

 

Total Return

8.39%

16.32%

11.19%

27.73%

–16.90%

 

 

 

 

 

 

Ratios/Supplemental Data

 

 

 

 

 

Net Assets, End of Period (Millions)

$1,691

$1,110

$513

$390

$246

Ratio of Total Expenses to Average Net Assets2

0.23%

0.24%

0.30%

0.36%

0.36%

Ratio of Net Investment Income to Average Net Assets

1.14%

0.96%1

0.47%

0.45%

0.49%

Portfolio Turnover Rate

90%

88%

88%

91%

104%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Net investment income per share and the ratio of net investment income to average net assets include $0.184 and 0.28%, respectively, resulting from a special dividend from Microsoft Corp. in November 2004.

2 Includes performance-based investment advisory fee increases (decreases) of 0.02%, 0.00%, 0.01%, 0.00%, and 0.00%. See accompanying Notes, which are an integral part of the Financial Statements.

21

 

Notes to Financial Statements

 

Vanguard Morgan Growth Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares, Investor Shares and Admiral Shares. Investor Shares are available to any investor who meets the fund’s minimum purchase requirements. Admiral Shares are designed for investors who meet certain administrative, servicing, tenure, and account-size criteria.

 

A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements.

 

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4:00 p.m. Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued at their fair values calculated according to procedures adopted by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts or exchange-traded funds), between the time the foreign markets close and the fund’s pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired over 60 days to maturity are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Other temporary cash investments are valued at amortized cost, which approximates market value.

 

2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates on the valuation date as employed by Morgan Stanley Capital International (MSCI) in the calculation of its indexes. As part of the fund’s fair-value procedures, exchange rates may be adjusted if they change significantly before the fund’s pricing time but after the time at which the MSCI rates are determined (generally 11:00 a.m. Eastern time).

 

Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the asset or liability is settled in cash, when they are recorded as realized foreign currency gains (losses).

 

3. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market.

22

Futures contracts are valued at their quoted daily settlement prices. The aggregate principal amounts of the contracts are not recorded in the Statement of Net Assets. Fluctuations in the value of the contracts are recorded in the Statement of Net Assets as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized futures gains (losses).

 

4. Repurchase Agreements: The fund may invest in repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal; however, in the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings.

 

5. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Accordingly, no provision for federal income taxes is required in the financial statements.

 

6. Distributions: Distributions to shareholders are recorded on the ex-dividend date.

 

7. Security Lending: The fund may lend its securities to qualified institutional borrowers to earn additional income. Security loans are required to be secured at all times by collateral at least equal to the market value of securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability for the return of the collateral, during the period the securities are on loan. Security lending income represents the income earned on investing cash collateral, less expenses associated with the loan.

 

8. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

 

Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

 

B. Wellington Management Company, LLP, and Franklin Portfolio Associates, LLC, each provide investment advisory services to a portion of the fund for fees calculated at an annual percentage rate of average net assets managed by the advisor. The basic fee of Wellington Management Company, LLP, is subject to quarterly adjustments based on performance for the preceding three years relative to the Russell 3000 Growth Index; the basic fee of Franklin Portfolio Associates, LLC, is subject to quarterly adjustments based on performance for the preceding three years relative to the Russell Midcap Growth Index.

 

The Vanguard Group provides investment advisory services to a portion of the fund on an at-cost basis; the fund paid Vanguard advisory fees of $475,000 for the year ended September 30, 2006.

 

 

 

23

For the year ended September 30, 2006, the aggregate investment advisory fee represented an effective annual basic rate of 0.08% of the fund’s average net assets, before an increase of $950,000 (0.02%) based on performance.

 

C. The Vanguard Group furnishes at cost corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At September 30, 2006, the fund had contributed capital of $707,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 0.71% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

 

D. The fund has asked its investment advisors to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund’s management and administrative expenses. The fund’s custodian bank has also agreed to reduce its fees when the fund maintains cash on deposit in the non-interest-bearing custody account. For the year ended September 30, 2006, these arrangements reduced the fund’s management and administrative expenses by $900,000 and custodian fees by $12,000. The total expense reduction represented an effective annual rate of 0.01% of the fund’s average net assets.

 

E. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

 

During the year ended September 30, 2006, the fund realized net foreign currency losses of $440,000, which decreased distributable net income for tax purposes; accordingly, such losses have been reclassified from accumulated net realized losses to undistributed net investment income.

The fund used a tax accounting practice to treat a portion of the price of capital shares redeemed during the year as distributions from net investment income and realized capital gains. Accordingly, the fund has reclassified $2,469,000 from undistributed net investment income, and $5,706,000 from accumulated net realized gains, to paid-in capital.

The fund used a capital loss carryforward of $417,320,000 to offset taxable capital gains realized during the year ended September 30, 2006, reducing the amount of capital gains that would otherwise be available to distribute to shareholders. For tax purposes, at September 30, 2006, the fund had $53,858,000 of ordinary income and $146,400,000 of long-term capital gains available for distribution.

At September 30, 2006, the cost of investment securities for tax purposes was $6,249,826,000. Net unrealized appreciation of investment securities for tax purposes was $676,703,000, consisting of unrealized gains of $855,525,000 on securities that had risen in value since their purchase and $178,822,000 in unrealized losses on securities that had fallen in value since their purchase.

 

 

 

24

At September 30, 2006, the aggregate settlement value of open futures contracts expiring in December 2006 and the related unrealized appreciation (depreciation) were:

 

 

 

 

 

($000)

 

Number

Aggregate

Unrealized

 

of Long

Settlement

Appreciation

Futures Contracts

Contracts

Value

(Depreciation)

S&P 500 Index

536

180,284

3,114

E-mini S&P 500 Index

408

27,446

5

 

Unrealized appreciation (depreciation) on open futures contracts is required to be treated as realized gain (loss) for tax purposes.

F. During the year ended September 30, 2006, the fund purchased $6,097,119,000 of investment securities and sold $5,400,596,000 of investment securities, other than temporary cash investments.

G. The market value of securities on loan to broker-dealers at September 30, 2006, was $26,743,000, for which the fund received cash collateral of $27,406,000.

H. Capital share transactions for each class of shares were:

 

 

 

Year Ended September 30,

 

 

2006

 

2005

 

Amount

Shares

Amount

Shares

 

($000)

(000)

($000)

(000)

Investor Shares

 

 

 

 

Issued

1,021,080

57,014

761,581

47,482

Issued in Lieu of Cash Distributions

24,672

1,378

28,186

1,757

Redeemed

(764,010)

(42,825)

(1,000,168)

(61,446)

Net Increase (Decrease)—Investor Shares

281,742

15,567

(210,401)

(12,207)

Admiral Shares

 

 

 

 

Issued

680,890

12,292

575,357

11,175

Issued in Lieu of Cash Distributions

6,969

125

3,187

64

Redeemed

(205,040)

(3,693)

(72,737)

(1,457)

Net Increase (Decrease)—Admiral Shares

482,819

8,724

505,807

9,782

 

I.In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes”. FIN 48 establishes the minimum threshold for recognizing, and a system for measuring, the benefits of tax-return positions in financial statements. FIN 48 will be effective for the fund’s fiscal year beginning October 1, 2007. Management is in the process of analyzing the fund’s tax positions for purposes of implementing FIN 48; based on the analysis completed to date, management does not believe the adoption of FIN 48 will result in any material impact to the fund’s financial statements.

 

 

 

 

 

25

 

Report of Independent Registered Public Accounting Firm

To the Trustees and Shareholders of Vanguard Morgan Growth Fund:

In our opinion, the accompanying statement of net assets and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Vanguard Morgan Growth Fund (the “Fund”) at September 30, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2006 by correspondence with the custodian and brokers, and by agreement to the underlying ownership records for Vanguard Market Liquidity Fund, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

 

November 13, 2006

 

 

 

 

 

 

 

 


Special 2006 tax information (unaudited) for Vanguard Morgan Growth Fund

This information for the fiscal year ended September 30, 2006, is included pursuant to provisions of the Internal Revenue Code.

The fund distributed $5,706,000 as capital gain dividends (from net long-term capital gains) to shareholders during the fiscal year.

The fund distributed $34,793,000 of qualified dividend income to shareholders during the fiscal year.

For corporate shareholders, 90.1% of investment income (dividend income plus short-term gains, if any) qualifies for the dividends-received deduction.

26

Your Fund’s After-Tax Returns

 

This table presents returns for your fund both before and after taxes. The after-tax returns are shown in two ways: (1) assuming that an investor owned the fund during the entire period and paid taxes on the fund’s distributions, and (2) assuming that an investor paid taxes on the fund’s distributions and sold all shares at the end of each period.

Calculations are based on the highest individual federal income tax and capital gains tax rates in effect at the times of the distributions and the hypothetical sales. State and local taxes were not considered. After-tax returns reflect any qualified dividend income, using actual prior-year figures and estimates for 2006. (In the example, returns after the sale of fund shares may be higher than those assuming no sale. This occurs when the sale would have produced a capital loss. The calculation assumes that the investor received a tax deduction for the loss.)

The table shows returns for Investor Shares only; returns for other share classes will differ. Please note that your actual after-tax returns will depend on your tax situation and may differ from those shown. Also note that if you own the fund in a tax-deferred account, such as an individual retirement account or a 401(k) plan, this information does not apply to you. Such accounts are not subject to current taxes.

Finally, keep in mind that a fund’s performance—whether before or after taxes—does not guarantee future results.

 

 

 

 

 

Average Annual Total Returns: Morgan Growth Fund Investor Shares

 

 

 

Periods Ended September 30, 2006

 

 

 

 

One

Five

Ten

 

Year

Years

Years

Returns Before Taxes

8.20%

8.11%

8.03%

Returns After Taxes on Distributions

8.11

7.99

6.24

Returns After Taxes on Distributions and Sale of Fund Shares

5.44

6.99

6.13

 

 

 

 

 

 

 

 

 

27

 

About Your Fund’s Expenses

 

As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

 

The table below illustrates your fund’s costs in two ways:

• Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the fund’s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading “Expenses Paid During Period.”

 

• Based on hypothetical 5% yearly return. This section is intended to help you compare your fund’s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

 

Six Months Ended September 30, 2006

 

 

 

 

Beginning

Ending

Expenses

 

Account Value

Account Value

Paid During

Morgan Growth Fund

3/31/2006

9/30/2006

Period1

Based on Actual Fund Return

 

 

 

Investor Shares

$1,000.00

$983.91

$2.09

Admiral Shares

1,000.00

984.95

1.09

Based on Hypothetical 5% Yearly Return

 

 

 

Investor Shares

$1,000.00

$1,022.96

$2.13

Admiral Shares

1,000.00

1,023.97

1.12

 

 

 

 

1 The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratios for that period are 0.42% for Investor Shares and 0.22% for Admiral Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period.

28

Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transactional costs or account maintenance fees. They do not include your fund’s low-balance fee, which is described in the prospectus. If this fee were applied to your account, your costs would be higher. Your fund does not charge transaction fees, such as purchase or redemption fees, nor does it carry a “sales load.”

The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

You can find more information about the fund’s expenses, including annual expense ratios, in the Financial Statements section of this report. For additional information on operating expenses and other shareholder costs, please refer to the appropriate fund prospectus.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29

 

Glossary

 

Beta. A measure of the magnitude of a fund’s past share-price fluctuations in relation to the ups and downs of a given market index. The index is assigned a beta of 1.00. Compared with a given index, a fund with a beta of 1.20 typically would have seen its share price rise or fall by 12% when the index rose or fell by 10%. A fund’s beta should be reviewed in conjunction with its R-squared (see definition below). The lower the R-squared, the less correlation there is between the fund and the index, and the less reliable beta is as an indicator of volatility.

Earnings Growth Rate. The average annual rate of growth in earnings over the past five years for the stocks now in a fund.

Expense Ratio. The percentage of a fund’s average net assets used to pay its annual administrative and advisory expenses. These expenses directly reduce returns to investors.

Foreign Holdings. The percentage of a fund represented by stocks or depositary receipts of companies based outside the United States.

Median Market Cap. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a fund’s stocks, weighted by the proportion of the fund’s assets invested in each stock. Stocks representing half of the fund’s assets have market capitalizations above the median, and the rest are below it.

Price/Book Ratio. The share price of a stock divided by its net worth, or book value, per share. For a fund, the weighted average price/book ratio of the stocks it holds.

Price/Earnings Ratio. The ratio of a stock’s current price to its per-share earnings over the past year. For a fund, the weighted average P/E of the stocks it holds. P/E is an indicator of market expectations about corporate prospects; the higher the P/E, the greater the expectations for a company’s future growth.

R-Squared. A measure of how much of a fund’s past returns can be explained by the returns from the market in general, as measured by a given index. If a fund’s total returns were precisely synchronized with an index’s returns, its R-squared would be 1.00. If the fund’s returns bore no relationship to the index’s returns, its R-squared would be 0.

Return on Equity. The annual average rate of return generated by a company during the past five years for each dollar of shareholder’s equity (net income divided by shareholder’s equity). For a fund, the weighted average return on equity for the companies whose stocks it holds.

Short-Term Reserves. The percentage of a fund invested in highly liquid, short-term securities that can be readily converted to cash.

Turnover Rate. An indication of the fund’s trading activity. Funds with high turnover rates incur higher transaction costs and may be more likely to distribute capital gains (which may be taxable to investors). The turnover rate excludes in-kind transactions, which have minimal impact on costs.

Yield. A snapshot of a fund’s income from interest and dividends. The yield, expressed as a percentage of the fund’s net asset value, is based on income earned over the past 30 days and is annualized, or projected forward for the coming year. The index yield is based on the current annualized rate of income provided by securities in the index.

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30

 

The People Who Govern Your Fund

 

The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your fund’s trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them on an at-cost basis.

 

A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals.

 

Our independent board members bring distinguished backgrounds in business, academia, and public service to their task of working with Vanguard officers to establish the policies and oversee the activities of the funds. Among board members’ responsibilities are selecting investment advisors for the funds; monitoring fund operations, performance, and costs; reviewing contracts; nominating and selecting new trustees/directors; and electing Vanguard officers.

 

Each trustee serves a fund until its termination; or until the trustee’s retirement, resignation, or death; or otherwise as specified in the fund’s organizational documents. Any trustee may be removed at a shareholders’ meeting by a vote representing two-thirds of the net asset value of all shares of the fund together with shares of other Vanguard funds organized within the same trust. The table on these two pages shows information for each trustee and executive officer of the fund. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482.

 

 

Chairman of the Board, Chief Executive Officer, and Trustee

 

 

John J. Brennan1

 

Born 1954

Principal Occupation(s) During the Past Five Years: Chairman of the Board, Chief

Trustee since May 1987;

Executive Officer, and Director/Trustee of The Vanguard Group, Inc., and of each

Chairman of the Board and

of the investment companies served by The Vanguard Group.

Chief Executive Officer

 

142 Vanguard Funds Overseen

 

 

Independent Trustees

 

 

 

Charles D. Ellis

 

Born 1937

Principal Occupation(s) During the Past Five Years: Applecore Partners (pro bono ventures

Trustee since January 2001

in education); Senior Advisor to Greenwich Associates (international business strategy

142 Vanguard Funds Overseen

consulting); Successor Trustee of Yale University; Overseer of the Stern School of Business

 

at New York University; Trustee of the Whitehead Institute for Biomedical Research.

 

 

Rajiv L. Gupta

 

Born 1945

Principal Occupation(s) During the Past Five Years: Chairman and Chief Executive Officer

Trustee since December 20012

of Rohm and Haas Co. (chemicals); Board Member of the American Chemistry Council;

142 Vanguard Funds Overseen

Director of Tyco International, Ltd. (diversified manufacturing and services) (since 2005);

 

Trustee of Drexel University and of the Chemical Heritage Foundation.

 

 

Amy Gutmann

 

Born 1949

Principal Occupation(s) During the Past Five Years: President of the University of

Trustee since June 2006

Pennsylvania since 2004; Professor in the School of Arts and Sciences, Annenberg School

142 Vanguard Funds Overseen

for Communication, and Graduate School of Education of the University of Pennsylvania

 

since 2004; Provost (2001–2004) and Laurance S. Rockefeller Professor of Politics and the

 

University Center for Human Values (1990–2004), Princeton University; Director of Carnegie

 

Corporation of New York and of Philadelphia 2016 (since 2005) and of Schuylkill River

 

Development Corporation and Greater Philadelphia Chamber of Commerce (since 2004).

 

 

 

JoAnn Heffernan Heisen

 

Born 1950

Principal Occupation(s) During the Past Five Years: Corporate Vice President and Chief

Trustee since July 1998

Global Diversity Officer (since January 2006), Vice President and Chief Information

142 Vanguard Funds Overseen

Officer (1997–2005), and Member of the Executive Committee of Johnson & Johnson

 

(pharmaceuticals/consumer products); Director of the University Medical Center at

 

Princeton and Women’s Research and Education Institute.

 

 

André F. Perold

 

Born 1952

Principal Occupation(s) During the Past Five Years: George Gund Professor of Finance and

Trustee since December 2004

Banking, Harvard Business School (since 2000); Senior Associate Dean, Director of Faculty

142 Vanguard Funds Overseen

Recruiting, and Chair of Finance Faculty, Harvard Business School; Director and Chairman

 

of UNX, Inc. (equities trading firm) (since 2003); Director of registered investment

 

companies advised by Merrill Lynch Investment Managers and affiliates (1985–2004),

 

Genbel Securities Limited (South African financial services firm) (1999–2003), Gensec

 

Bank (1999–2003), Sanlam, Ltd. (South African insurance company) (2001–2003), and

 

Stockback, Inc. (credit card firm) (2000–2002).

 

 

Alfred M. Rankin, Jr.

 

Born 1941

Principal Occupation(s) During the Past Five Years: Chairman, President, Chief Executive

Trustee since January 1993

Officer, and Director of NACCO Industries, Inc. (forklift trucks/housewares/ lignite);

142 Vanguard Funds Overseen

Director of Goodrich Corporation (industrial products/aircraft systems and services).

 

 

J. Lawrence Wilson

 

Born 1936

Principal Occupation(s) During the Past Five Years: Retired Chairman and Chief Executive

Trustee since April 1985

Officer of Rohm and Haas Co. (chemicals); Director of Cummins Inc. (diesel engines),

142 Vanguard Funds Overseen

MeadWestvaco Corp. (packaging products), and AmerisourceBergen Corp. (pharmaceutical

 

distribution); Trustee of Vanderbilt University and of Culver Educational Foundation.

 

 

Executive Officers1

 

 

 

Heidi Stam

 

Born 1956

Principal Occupation(s) During the Past Five Years: Principal of The Vanguard Group, Inc.,

Secretary since July 2005

since November 1997; General Counsel of The Vanguard Group since July 2005;

142 Vanguard Funds Overseen

Secretary of The Vanguard Group and of each of the investment companies served

 

by The Vanguard Group since July 2005.

 

 

Thomas J. Higgins

 

Born 1957

Principal Occupation(s) During the Past Five Years: Principal of The Vanguard Group, Inc.;

Treasurer since July 1998

Treasurer of each of the investment companies served by The Vanguard Group.

142 Vanguard Funds Overseen

 

 

 

Vanguard Senior Management Team

 

 

R. Gregory Barton

Kathleen C. Gubanich

Michael S. Miller

Mortimer J. Buckley

Paul A. Heller

Ralph K. Packard

James H. Gately

F. William McNabb, III

George U. Sauter

 

 

Founder

 

 

 

John C. Bogle

 

Chairman and Chief Executive Officer, 1974–1996

 

 

 

 

1 Officers of the funds are “interested persons” as defined in the Investment Company Act of 1940.

2 December 2002 for Vanguard Equity Income Fund, Vanguard Growth Equity Fund, the Vanguard Municipal Bond Funds, and the Vanguard State Tax-Exempt Funds.

More information about the trustees is in the Statement of Additional Information, available from The Vanguard Group.

 

 

 

 


 

P.O. Box 2600

 

Valley Forge, PA 19482-2600

 

Connect with Vanguard™ > www.vanguard.com

 

Fund Information > 800-662-7447

Vanguard, Admiral ,Connect with Vanguard, and the ship

 

logo are trademarks of The Vanguard Group, Inc.

Direct Investor Account Services > 800-662-2739

 

 

All other marks are the exclusive property of their

Institutional Investor Services > 800-523-1036

respective owners.

 

 

Text Telephone > 800-952-3335

All comparative mutual fund data are from Lipper Inc.

 

or Morningstar, Inc., unless otherwise noted.

 

 

 

 

 

 

 

 

This material may be used in conjunction

You can obtain a free copy of Vanguard’s proxy voting

with the offering of shares of any Vanguard

guidelines by visiting our website, www.vanguard.com,

fund only if preceded or accompanied by

and searching for “proxy voting guidelines,” or by calling

the fund’s current prospectus.

Vanguard at 800-662-2739. They are also available from

 

the SEC’s website, www.sec.gov. In addition, you may

 

obtain a free report on how your fund voted the proxies for

 

securities it owned during the 12 months ended June 30.

 

To get the report, visit either www.vanguard.com

 

or www.sec.gov.

 

 

 

You can review and copy information about your fund

 

at the SEC’s Public Reference Room in Washington, D.C.

 

To find out more about this public service, call the SEC

 

at 202-551-8090. Information about your fund is also

 

available on the SEC’s website, and you can receive

 

copies of this information, for a fee, by sending a

 

request in either of two ways: via e-mail addressed to

 

publicinfo@sec.gov or via regular mail addressed to the

 

Public Reference Section, Securities and Exchange

 

Commission, Washington, DC 20549-0102.

 

 

 

 

 

 

 

 

 

© 2006 The Vanguard Group, Inc.

 

All rights reserved.

 

Vanguard Marketing Corporation, Distributor.

 

 

 

Q260 112006

 

 

 


Item 2: Code of Ethics. The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics was amended during the reporting period covered by this report to make certain technical, non-material changes.

Item 3: Audit Committee Financial Expert. The following members of the Audit Committee have been determined by the Registrant’s Board of Trustees to be Audit Committee Financial Experts serving on its Audit Committee, and to be independent: Charles D. Ellis, Rajiv L. Gupta, JoAnn Heffernan Heisen, André F. Perold, Alfred M. Rankin, Jr., and J. Lawrence Wilson.

Item 4: Principal Accountant Fees and Services.

(a)     Audit Fees.

Audit Fees of the Registrant

Fiscal Year Ended September 30, 2006: $23,000
Fiscal Year Ended September 30, 2005: $20,000

Aggregate Audit Fees of Registered Investment Companies in the Vanguard Group

Fiscal Year Ended September 30, 2006: $2,347,620
Fiscal Year Ended September 30, 2005: $2,152,740

(b)     Audit-Related Fees.

Fiscal Year Ended September 30, 2006: $530,000
Fiscal Year Ended September 30, 2005: $382,200

Includes fees billed in connection with assurance and related services provided to the Registrant, The Vanguard Group, Inc., Vanguard Marketing Corporation, and other registered investment companies in the Vanguard Group.

(c)     Tax Fees.

Fiscal Year Ended September 30, 2006: $101,300
Fiscal Year Ended September 30, 2005: $98,400

Includes fees billed in connection with tax compliance, planning and advice services provided to the Registrant, The Vanguard Group, Inc., Vanguard Marketing Corporation, and other registered investment companies in the Vanguard Group and related to income and excise taxes.

(d)     All Other Fees.

Fiscal Year Ended September 30, 2006: $0
Fiscal Year Ended September 30, 2005: $0

Includes fees billed for services related to risk management and privacy matters. Services were provided to the Registrant, The Vanguard Group, Inc., Vanguard Marketing Corporation, and other registered investment companies in the Vanguard Group.

(e)     (1) Pre-Approval Policies. The policy of the Registrant’s Audit Committee is to consider and, if appropriate, approve before the principal accountant is engaged for such services, all specific audit and non-audit services provided to: (1) the Registrant; (2) The Vanguard Group, Inc.; (3) other entities controlled by The Vanguard Group, Inc. that provide ongoing services to the Registrant; and (4) other registered investment companies in the Vanguard Group. In making a determination, the Audit Committee considers whether the services are consistent with maintaining the principal accountant’s independence.

        In the event of a contingency situation in which the principal accountant is needed to provide services in between scheduled Audit Committee meetings, the Chairman of the Audit Committee would be called on to consider and, if appropriate, pre-approve audit or permitted non-audit services in an amount sufficient to complete services through the next Audit Committee meeting, and to determine if such services would be consistent with maintaining the accountant’s independence. At the next scheduled Audit Committee meeting, services and fees would be presented to the Audit Committee for formal consideration, and, if appropriate, approval by the entire Audit Committee. The Audit Committee would again consider whether such services and fees are consistent with maintaining the principal accountant’s independence.

        The Registrant’s Audit Committee is informed at least annually of all audit and non-audit services provided by the principal accountant to the Vanguard complex, whether such services are provided to: (1) the Registrant; (2) The Vanguard Group, Inc.; (3) other entities controlled by The Vanguard Group, Inc. that provide ongoing services to the Registrant; or other registered investment companies in the Vanguard Group.

    (2) No percentage of the principal accountant’s fees or services were approved pursuant to the waiver provision of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)     For the most recent fiscal year, over 50% of the hours worked under the principal accountant’s engagement were not performed by persons other than full-time, permanent employees of the principal accountant.

(g)    Aggregate Non-Audit Fees.

Fiscal Year Ended September 30, 2006: $101,300
Fiscal Year Ended September 30, 2005: $98,400

Includes fees billed for non-audit services provided to the Registrant, The Vanguard Group, Inc., Vanguard Marketing Corporation, and other registered investment companies in the Vanguard Group.

(h)     For the most recent fiscal year, the Audit Committee has determined that the provision of all non-audit services was consistent with maintaining the principal accountant’s independence.

Item 5: Not applicable.

Item 6: Not applicable.

Item 7: Not applicable.

Item 8: Not applicable.

Item 9: Not applicable.

Item 10: Not applicable

Item 11: Controls and Procedures.

    (a)    Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.

    (b)    Internal Control Over Financial Reporting. There were no significant changes in Registrant’s internal control over financial reporting or in other factors that could significantly affect this control subsequent to the date of the evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Item 12: Exhibits.

(a) Code of Ethics.
(b) Certifications.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VANGUARD MORGAN GROWTH FUND

BY: (signature)
(HEIDI STAM)
JOHN J. BRENNAN*
CHIEF EXECUTIVE OFFICER

Date:   November 17, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

VANGUARD MORGAN GROWTH FUND

BY: (signature)
(HEIDI STAM)
JOHN J. BRENNAN*
CHIEF EXECUTIVE OFFICER

Date:   November 17, 2006

VANGUARD MORGAN GROWTH FUND

BY: (signature)
(HEIDI STAM)
THOMAS J. HIGGINS*
TREASURER

Date:   November 17, 2006

* By Power of Attorney. See File Number 002-65955-99, filed on July 27, 2006. Incorporated by Reference.