0001104659-22-122837.txt : 20221129 0001104659-22-122837.hdr.sgml : 20221129 20221129143523 ACCESSION NUMBER: 0001104659-22-122837 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 18 CONFORMED PERIOD OF REPORT: 20220930 FILED AS OF DATE: 20221129 DATE AS OF CHANGE: 20221129 EFFECTIVENESS DATE: 20221129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VANGUARD FENWAY FUNDS CENTRAL INDEX KEY: 0000826473 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-05445 FILM NUMBER: 221431421 BUSINESS ADDRESS: STREET 1: P.O. BOX 2600 STREET 2: V26 CITY: VALLEY FORGE STATE: PA ZIP: 19482 BUSINESS PHONE: 6106691000 MAIL ADDRESS: STREET 1: P.O. BOX 2600 STREET 2: V26 CITY: VALLEY FORGE STATE: PA ZIP: 19482 FORMER COMPANY: FORMER CONFORMED NAME: VANGUARD EQUITY INCOME FUND INC DATE OF NAME CHANGE: 19920703 0000826473 S000002579 Vanguard Equity Income Fund C000007083 Investor Shares VEIPX C000007084 Admiral Shares VEIRX 0000826473 S000002581 Vanguard PRIMECAP Core Fund C000007086 Investor Shares VPCCX N-CSR 1 tm2229005d4_ncsr.htm N-CSR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT

OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-05445

 

Name of Registrant: Vanguard Fenway Funds
Address of Registrant: P.O. Box 2600
  Valley Forge, PA 19482

 

Name and address of agent for service: Anne E. Robinson, 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, 2021—September 30, 2022

 

 

 

 

Item 1:Reports to Shareholders

 

 

 

 

Annual Report   |   September 30, 2022
Vanguard Equity Income Fund

 

Contents
Your Fund’s Performance at a Glance

1
Advisors' Report

2
About Your Fund’s Expenses

6
Performance Summary

8
Financial Statements

10
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 front of this report. Of course, the risks of investing in your fund are spelled out in the prospectus.

 

Your Fund’s Performance at a Glance
The 12 months ended September 30, 2022, were a challenging period for financial markets. Vanguard Equity Income Fund returned −4.67% for Investor Shares and −4.58% for Admiral Shares. The fund outpaced its benchmark, which returned −5.30%.
Early on, pent-up demand helped spur global growth and push unemployment rates down. The economic backdrop deteriorated, however, as inflation soared to multidecade highs, fueled in part by higher energy and food prices in the wake of Russia’s invasion of Ukraine. Then price increases broadened to other categories of goods and services, adding to concerns that inflation would remain stubbornly high. That prompted aggressive tightening by the Federal Reserve to bring inflation back in check and increased fears of a recession. 
The fund’s two advisors focus on investing in large-capitalization value companies with higher yields, and they emphasize dividends. That focus helped the fund’s relative performance during the period, as value stocks generally outperformed their growth counterparts.
From a sector perspective, the greatest positive contribution came from consumer discretionary and financials. Energy and health care were the biggest detractors.
Market Barometer
  Average Annual Total Returns
Periods Ended September 30, 2022
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) -17.22% 7.95% 9.00%
Russell 2000 Index (Small-caps) -23.50 4.29 3.55
Russell 3000 Index (Broad U.S. market) -17.63 7.70 8.62
FTSE All-World ex US Index (International) -24.76 -0.95 -0.38
Bonds      
Bloomberg U.S. Aggregate Float Adjusted Index
(Broad taxable market)
-14.61% -3.22% -0.23%
Bloomberg Municipal Bond Index
(Broad tax-exempt market)
-11.50 -1.85 0.59
FTSE Three-Month U.S. Treasury Bill Index 0.63 0.57 1.12
CPI      
Consumer Price Index 8.20% 4.95% 3.76%
1

 

Advisors’ Report
For the fiscal year ended September 30, 2022, Vanguard Equity Income Fund returned −4.67% for Investor Shares and −4.58% for Admiral Shares. While performance was negative, the fund outpaced its benchmark, which returned −5.30%. Your fund is managed by Wellington Management Company llp and Vanguard Quantitative Equity Group. The use of two investment advisors provides exposure to distinct yet complementary investment approaches, enhancing the diversification of your fund. It is not uncommon for different advisors to have different views about individual securities or the broader investment environment.
The table on page 7 presents the percentage and amount of the fund’s assets that each advisor manages, as well as brief descriptions of their investment strategies. 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. These comments were prepared on October 18, 2022.
Wellington Management Company llp
Portfolio Manager:
Matthew C. Hand, CFA
Managing Director
U.S. equities fell over the year ended September 30, 2022. Markets rallied early in the period on the back of robust equity inflows, strong corporate earnings, favorable economic data, and extremely accommodative financial conditions.
However, the rapid spread of the Omicron variant led to the largest increase in U.S. COVID-19 cases since the onset of the pandemic, prompting a flurry of new restrictions and event cancellations. Inflation continued to surge against a backdrop of severe supply and labor shortages, rising energy prices, high demand for goods and services, and heightening scrutiny of the U.S. Federal Reserve amid anxiety about a potential policy mistake.
Equity markets fell sharply in the second quarter of 2022, when rampant inflation and tighter financial conditions hurt risk sentiment and increased the probability of recession. Rapidly rising prices for food and energy pushed consumer inflation to its highest level in more than four decades. Growth stocks significantly underperformed their value counterparts as surging Treasury yields and disappointing earnings results from some of the largest technology companies drove the Nasdaq Composite Index to its biggest quarterly loss since September 2001.
Equity market weakness persisted through the end of the period. Risk sentiment deteriorated on fears that aggressive interest rate hikes and tighter financial conditions would constrict economic growth and drive the U.S. to recession. Despite these concerns, Fed Chair Jerome Powell made clear that the central bank is committed to raising interest rates and keeping them elevated until clear evidence shows that price pressures are abating.
 
2

 

During the fiscal year, sector allocation, a result of our bottom-up stock selection process, contributed most to relative outperformance in our portion of the fund. Our overweight to health care and underweight to communication services drove returns, while our overweight to real estate and underweight to energy detracted. Security selection also added to relative results in financials, consumer discretionary, and industrials. This was partially offset by negative selection in health care, information technology, and energy.
From an individual stock perspective, the largest contributors to relative performance were U.S.-based exploration and production companies Pioneer Natural Resources and ConocoPhillips and not holding Intel, a U.S.-based semiconductor chip manufacturer. The largest detractors were not holding benchmark constituents ExxonMobil and Chevron, both U.S.-based globally integrated oil and gas companies, and not holding AbbVie, a U.S.-based pharmaceuticals company.
At the end of the period, our portion of the fund was most overweight in health care, information technology, and real estate. Financials, communication services, and consumer staples were our largest underweights.
Notable purchases during the year included EOG Resources, Atmos Energy, and Coterra Energy. EOG Resources is a U.S.-based exploration and production company. The stock discounted a lower energy price while offering more diversification of its resource base and
solid execution around cost inflation by management. We also favored EOG’s opportunistic, more cross-cycle and balanced capital returns profile.
Atmos Energy is a fully integrated gas utility company. Its stock traded at a reasonable valuation despite our view of the company as higher quality, evidenced by its low leverage and strong outlook for asset base growth. We see this quality as sustainable because of the firm’s focus on maintenance, reliability, and emissions reduction. We also regard its 2.4% yield as sustainable, with a below-peer payout ratio.
Coterra Energy is a U.S.-based diversified energy company created from a strategic merger between Cabot Oil & Gas and Cimarex Energy. We favored the 50/50 balance of its oil and gas businesses and the more defensive “all-weather” profile it provides, even in more challenged markets. In addition, both of the merged companies have a good cost structure, strong balance sheets, and attractive reserves life. In terms of valuation, Coterra’s stock was trading more cheaply than its peers and the stated dividend policy made its capital return profile attractive.
Significant eliminations included Bank of America, Progressive, and Lockheed Martin. We eliminated our position in Bank of America to fund other financials with more compelling risk/reward profiles, such as M&T Bank and JPMorgan Chase. Shares of Progressive and Lockheed Martin both rallied notably during the period. We saw more balanced trade-offs
3

 

at these higher levels and redeployed the sales proceeds elsewhere.
As always, we remain focused on finding investment opportunities in quality dividend-paying companies with attractive total-return potential at discounted valuations.
Vanguard Quantitative Equity Group
Portfolio Manager
Sharon Hill, Ph.D., head of the Alpha Equity Global and Income Investment team within Vanguard’s Quantitative Equity Group
The 12 months ended September 30, 2022, were a challenging period for financial markets.  Early on, pent-up demand helped spur global growth and push unemployment rates down. The economic backdrop deteriorated, however, as inflation soared to multidecade highs, fueled in part by higher energy and food prices in the wake of Russia’s invasion of Ukraine. Then price increases broadened to other categories of goods and services, adding to concerns that inflation would remain stubbornly high. That prompted aggressive tightening by the Federal Reserve to bring inflation back in check and increased fears of a recession.
The Russell 3000 Index, the benchmark for the entire U.S. stock market, returned −17.63% for the fiscal year. Although still in negative territory, dividend-paying stocks fared much better than the broader market.
Although it’s important to understand how overall performance is affected by macro factors, our approach to investing focuses on stock-specific fundamentals. During the year, we further customized our stock-selection model, transitioning from our previous six-characteristic approach to a model with four main themes to increase our emphasis on dividends and cash flow.
Our four themes, or “sub-models,” are (1) sustainable dividend growth—a record of increasing dividends over the long- and medium-term, coupled with reasonable payout ratios and healthy cash flow growth; (2) sentiment—indications from market participants that there may be good future prospects, such as low or declining levels of short interest or optimism throughout the supply chain; (3) quality—indicators of a healthy balance sheet and stable fundamentals; and (4) valuation—a diversified basket of long-, medium-, and near-term valuation metrics that can draw finer distinctions within the stocks in our benchmark, which tend to embody value characteristics because of the focus on high dividend yield.
Using these four themes, we generate a daily composite stock ranking, just as we did when we used six themes. We then monitor our portfolio based on those rankings and adjust when appropriate to maximize expected returns while minimizing exposure to risks that our research indicates don’t improve returns (such as industry exposures and other risks relative to our benchmark).
4

 

The sentiment component of the model performed best over the year, whereas valuation performed the worst. Our strongest sector results were in materials, consumer discretionary, and consumer staples, primarily due to stock selection. The largest sector detractors were in financials, industrials, and health care.
At the stock level, top contributors included overweight positions in
consumer discretionary stock H&R Block, energy firm EOG Resources, and financial company Unum Group. Detractors included underweight positions in energy stocks ConocoPhillips and ExxonMobil—particularly as energy stocks performed very well during the year—and an overweight to consumer financial firm Ally Financial.
Vanguard Equity Income Fund Investment Advisors
 
  Fund Assets Managed  
Investment Advisor % $ Million Investment Strategy
Wellington Management Company LLP 64 30,481 A fundamental approach to seeking desirable stocks. Our selections typically offer above-average dividend yields, below-average valuations, and the potential for dividend increases in the future.
Vanguard Quantitative Equity Group 34 16,385 Employs a quantitative fundamental management approach, using models that assess valuation, growth prospects, management decisions, market sentiment, and earnings and balance-sheet quality of companies as compared with their peers.
Cash Investments 2 995 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.
5

 

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 accompanying table 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.
Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not 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 your fund’s current prospectus.
6

 

Six Months Ended September 30, 2022      
  Beginning
Account Value
3/31/2022
Ending
Account Value
9/30/2022
Expenses
Paid During
Period
Based on Actual Fund Return      
Equity Income Fund      
Investor Shares $1,000.00 $867.40 $1.31
Admiral™ Shares 1,000.00 868.00 0.89
Based on Hypothetical 5% Yearly Return      
Equity Income Fund      
Investor Shares $1,000.00 $1,023.67 $1.42
Admiral Shares 1,000.00 1,024.12 0.96
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 0.28% for Investor Shares and 0.19% 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 (183/365).
7

 

Equity Income Fund
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 vanguard.com/performance.) 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, 2012, Through September 30, 2022
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2022
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Equity Income Fund Investor Shares -4.67% 7.32% 10.26% $26,552
 FTSE High Dividend Yield Index -5.30 6.56 9.97 25,874
 Dow Jones U.S. Total Stock Market Float Adjusted Index -18.05 8.48 11.28 29,120
       
    One
Year
Five
Years
Ten
Years
Final Value
of a $50,000
Investment
Equity Income Fund Admiral Shares -4.58% 7.42% 10.36% $134,006
FTSE High Dividend Yield Index -5.30 6.56 9.97 129,371
Dow Jones U.S. Total Stock Market Float Adjusted Index -18.05 8.48 11.28 145,598
See Financial Highlights for dividend and capital gains information.
8

 

Equity Income Fund
Fund Allocation
As of September 30, 2022
Communication Services 2.3%
Consumer Discretionary 6.3
Consumer Staples 12.7
Energy 9.5
Financials 18.0
Health Care 18.8
Industrials 9.1
Information Technology 9.6
Materials 4.0
Real Estate 1.2
Utilities 8.5
The table reflects the fund’s investments, except for short-term investments and derivatives. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
9

 

Equity Income Fund
Financial Statements
Schedule of Investments
As of September 30, 2022
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at www.sec.gov.
    Shares Market
Value

($000)
Common Stocks (97.1%)
Communication Services (2.3%)
  Comcast Corp. Class A 23,449,815    687,783
  Verizon Communications Inc.  6,393,626    242,766
  AT&T Inc.  4,186,547     64,222
  Interpublic Group of Cos. Inc.  2,230,706     57,106
  Omnicom Group Inc.    455,653     28,747
       1,080,624
Consumer Discretionary (6.2%)
  Home Depot Inc.  3,204,459    884,238
  TJX Cos. Inc.  7,827,160    486,223
  Lowe's Cos. Inc.  2,122,255    398,581
  Lennar Corp. Class A  4,296,981    320,340
  Starbucks Corp.  2,483,915    209,295
  McDonald's Corp.    887,079    204,685
  Target Corp.  1,006,705    149,385
  Best Buy Co. Inc.  1,476,623     93,529
  H&R Block Inc.  1,983,358     84,372
  Whirlpool Corp.    309,289     41,695
  Advance Auto Parts Inc.    266,019     41,589
  Genuine Parts Co.    221,931     33,139
       2,947,071
Consumer Staples (12.3%)
  Procter & Gamble Co.  6,677,519    843,037
  Philip Morris International Inc.  7,888,099    654,791
  Mondelez International Inc. Class A 11,830,956    648,691
  Unilever plc ADR 13,321,083    583,996
  Archer-Daniels-Midland Co.  6,857,451    551,682
  PepsiCo Inc.  3,009,897    491,396
  Kellogg Co.  5,125,857    357,067
  Walmart Inc.  2,544,552    330,028
  Keurig Dr Pepper Inc.  8,545,303    306,093
  Kimberly-Clark Corp.  2,503,625    281,758
  Coca-Cola Co.  3,468,086    194,282
  Altria Group Inc.  4,376,955    176,742
  Hershey Co.    648,843    143,050
  Kroger Co.  2,764,459    120,945
  Tyson Foods Inc. Class A  1,553,056    102,393
  Colgate-Palmolive Co.  1,063,821     74,734
  Coca-Cola Europacific Partners plc    590,332     25,160
  Medifast Inc.    129,514     14,034
    Shares Market
Value

($000)
  Nu Skin Enterprises Inc. Class A    372,121     12,418
       5,912,297
Energy (9.2%)
  ConocoPhillips 10,350,252  1,059,245
  EOG Resources Inc.  6,913,728    772,471
  Coterra Energy Inc. 20,339,914    531,279
  Exxon Mobil Corp.  4,478,183    390,990
  Chevron Corp.  2,324,273    333,928
  Phillips 66  4,013,832    323,997
1 TC Energy Corp.  7,630,740    307,362
  Pioneer Natural Resources Co.  1,292,094    279,777
  Marathon Petroleum Corp.  1,621,776    161,091
  Diamondback Energy Inc.    877,134    105,660
  Valero Energy Corp.    659,759     70,495
  Targa Resources Corp.    609,381     36,770
  APA Corp.    972,830     33,261
  Halliburton Co.    871,300     21,451
       4,427,777
Financials (17.4%)
  JPMorgan Chase & Co. 13,829,832  1,445,217
  Morgan Stanley 11,718,854    925,907
  MetLife Inc. 12,827,164    779,635
  Chubb Ltd.  3,340,294    607,533
  M&T Bank Corp.  2,927,431    516,165
  Blackstone Inc.  4,693,217    392,822
  Bank of America Corp. 11,781,594    355,804
  Royal Bank of Canada  3,852,301    346,842
  Truist Financial Corp.  7,803,037    339,744
  PNC Financial Services Group Inc.  2,074,353    309,950
  Raymond James Financial Inc.  3,094,996    305,847
  Wells Fargo & Co.  7,009,670    281,929
  Citigroup Inc.  4,383,587    182,664
  Aflac Inc.  2,321,185    130,451
  Ameriprise Financial Inc.    471,536    118,803
  Allstate Corp.    941,412    117,234
  Discover Financial Services  1,088,494     98,966
  Synchrony Financial  3,255,317     91,767
  Ally Financial Inc.  3,119,116     86,805
  Jefferies Financial Group Inc.  2,931,818     86,489
10

 

Equity Income Fund
    Shares Market
Value

($000)
  Hartford Financial Services Group Inc.  1,396,066     86,472
  Fidelity National Financial Inc.  2,319,935     83,982
  Zions Bancorp NA  1,336,276     67,963
  Goldman Sachs Group Inc.    230,918     67,670
  Unum Group  1,734,061     67,282
  OneMain Holdings Inc.  1,591,260     46,974
  MGIC Investment Corp.  3,547,370     45,477
  US Bancorp    959,065     38,669
  Fifth Third Bancorp  1,180,122     37,717
  Comerica Inc.    497,541     35,375
  SLM Corp.  2,508,274     35,091
  First American Financial Corp.    676,639     31,193
  BlackRock Inc.     53,378     29,373
  Travelers Cos. Inc.    171,701     26,305
  Bank of New York Mellon Corp.    682,104     26,275
  PacWest Bancorp  1,130,623     25,552
  Radian Group Inc.  1,017,476     19,627
  Popular Inc.    233,385     16,818
  Jackson Financial Inc. Class A    570,294     15,826
  Assurant Inc.     46,159      6,705
  State Street Corp.    107,263      6,523
       8,337,443
Health Care (18.3%)
  Johnson & Johnson 10,129,845  1,654,811
  Pfizer Inc. 31,573,944  1,381,676
  Merck & Co. Inc. 14,279,575  1,229,757
  Eli Lilly & Co.  3,480,470  1,125,410
  UnitedHealth Group Inc.    826,794    417,564
  AstraZeneca plc ADR  6,618,375    362,952
  Roche Holding AG  1,072,640    349,179
  Medtronic plc  4,068,466    328,529
  Elevance Health Inc.    701,296    318,557
  Becton Dickinson and Co.  1,311,689    292,284
  AbbVie Inc.  2,101,704    282,070
  Baxter International Inc.  4,370,213    235,380
  CVS Health Corp.  2,312,795    220,571
  Amgen Inc.    971,415    218,957
  Gilead Sciences Inc.  3,095,169    190,941
  Bristol-Myers Squibb Co.  1,549,239    110,135
  Viatris Inc.  3,835,127     32,675
       8,751,448
Industrials (8.8%)
  General Dynamics Corp.  2,946,156    625,086
  Johnson Controls International plc 10,365,584    510,194
  Eaton Corp. plc  3,213,497    428,552
  L3Harris Technologies Inc.  1,683,318    349,844
  Honeywell International Inc.  2,088,812    348,769
  Raytheon Technologies Corp.  4,238,604    346,972
  Siemens AG (Registered)  3,312,255    323,749
  Canadian National Railway Co.  2,803,705    302,789
  United Parcel Service Inc. Class B    968,201    156,403
    Shares Market
Value

($000)
  Lockheed Martin Corp.    357,496    138,097
  Emerson Electric Co.  1,752,639    128,328
  Cummins Inc.    597,854    121,669
  Caterpillar Inc.    640,170    105,039
  Waste Management Inc.    653,902    104,762
  Triton International Ltd.  1,135,524     62,147
  ManpowerGroup Inc.    777,180     50,276
  nVent Electric plc    958,138     30,287
  Nielsen Holdings plc    880,964     24,420
  Snap-on Inc.    100,175     20,170
  3M Co.    151,386     16,728
  PACCAR Inc.    158,163     13,237
       4,207,518
Information Technology (9.3%)
  Cisco Systems Inc. 19,977,476    799,099
  QUALCOMM Inc.  4,874,638    550,737
  Broadcom Inc.  1,104,897    490,585
  Analog Devices Inc.  3,332,575    464,361
  Texas Instruments Inc.  2,726,052    421,938
  Corning Inc. 11,472,378    332,928
  TE Connectivity Ltd.  2,998,924    330,961
  NXP Semiconductors NV  1,983,529    292,590
  Fidelity National Information Services Inc.  3,840,577    290,232
  HP Inc.  4,640,361    115,638
  Automatic Data Processing Inc.    447,034    101,115
  Western Union Co.  5,719,757     77,217
  Intel Corp.  2,500,408     64,436
  International Business Machines Corp.    471,153     55,978
  KLA Corp.    134,535     40,714
  Seagate Technology Holdings plc    134,787      7,175
       4,435,704
Materials (3.9%)
  LyondellBasell Industries NV Class A  5,651,873    425,473
  PPG Industries Inc.  3,342,839    370,019
1 Rio Tinto plc ADR  5,753,910    316,810
  Celanese Corp. Class A  2,214,329    200,043
  Reliance Steel & Aluminum Co.    625,283    109,056
  CF Industries Holdings Inc.    980,902     94,412
  Steel Dynamics Inc.  1,267,292     89,914
  Dow Inc.  2,012,209     88,396
  Nucor Corp.    813,744     87,062
  Linde plc    322,341     86,900
  Olin Corp.    165,222      7,085
       1,875,170
Real Estate (1.1%)
  Crown Castle Inc.  1,917,048    277,109
  Welltower Inc.  4,089,421    263,032
         540,141
Utilities (8.3%)
  American Electric Power Co. Inc.  7,220,391    624,203
  Exelon Corp. 16,270,545    609,495
  Sempra Energy (XNYS)  3,356,109    503,215
  Duke Energy Corp.  5,189,580    482,735
  Atmos Energy Corp.  4,502,509    458,581
  NextEra Energy Inc.  5,742,302    450,254
 
11

 

Equity Income Fund
    Shares Market
Value

($000)
  WEC Energy Group Inc.  1,272,958    113,841
  NRG Energy Inc.  2,715,160    103,909
  PPL Corp.  3,998,712    101,367
  Vistra Corp.  3,640,881     76,458
  AES Corp.  3,191,411     72,126
  UGI Corp.  2,090,344     67,581
  Portland General Electric Co.  1,159,728     50,402
  National Fuel Gas Co.    718,573     44,228
  IDACORP Inc.    405,354     40,134
  DTE Energy Co.    347,699     40,003
  Evergy Inc.    610,173     36,244
  Eversource Energy    362,076     28,227
  Edison International    429,100     24,278
  NiSource Inc.    638,127     16,074
  Southern Co.    125,443      8,530
       3,951,885
Total Common Stocks
(Cost $40,264,117)
46,467,078
Temporary Cash Investments (3.7%)
Money Market Fund (3.1%)
2,3 Vanguard Market Liquidity Fund, 2.828%  14,728,844  1,472,442
    Face
Amount
($000)
 
Repurchase Agreements (0.6%)
  Goldman, Sachs & Co. 2.980%, 10/3/22
(Dated 9/30/22, Repurchase Value $88,122,000, collateralized by Ginnie Mae 2.690%–3.500%, 6/15/48–5/15/57, with a value of $89,862,000)  
    88,100     88,100
  NatWest Markets plc 2.980%, 10/3/22
(Dated 9/30/22, Repurchase Value $112,728,000, collateralized by U.S. Treasury Note/Bond 2.750%–4.250%, 2/15/24–8/31/27, with a value of $114,954,000)  
   112,700    112,700
    Face
Amount
($000)
Market
Value

($000)
  Nomura International plc 2.970%, 10/3/22
(Dated 9/30/22, Repurchase Value $107,127,000, collateralized by Federal Home Loan Bank 0.000%, 3/31/23, Freddie Mac 0.000%, 7/15/32, and U.S. Treasury Note/Bond 0.250%–3.000%, 5/31/25–10/31/27, with a value of $109,266,000)  
   107,100    107,100
         307,900
Total Temporary Cash Investments (Cost $1,780,175) 1,780,342
Total Investments (100.8%) (Cost $42,044,292) 48,247,420
Other Assets and Liabilities—Net (-0.8%) (386,215)
Net Assets (100%) 47,861,205
Cost is in $000.
See Note A in Notes to Financial Statements.
1 Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $472,357,000.
2 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
3 Collateral of $506,375,000 was received for securities on loan.
  ADR—American Depositary Receipt.
 
12

 

Equity Income Fund

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts
      ($000)
  Expiration Number of
Long (Short)
Contracts
Notional
Amount
Value and
Unrealized
Appreciation
(Depreciation)
Long Futures Contracts        
E-mini S&P 500 Index December 2022 5,790 1,042,634 (135,962)
  
See accompanying Notes, which are an integral part of the Financial Statements.
13

 

Equity Income Fund
Statement of Assets and Liabilities
As of September 30, 2022
($000s, except shares and per-share amounts) Amount
Assets  
Investments in Securities, at Value1  
Unaffiliated Issuers (Cost $40,572,017) 46,774,978
Affiliated Issuers (Cost $1,472,275) 1,472,442
Total Investments in Securities 48,247,420
Investment in Vanguard 1,918
Cash 10,695
Cash Collateral Pledged—Futures Contracts 56,959
Foreign Currency, at Value (Cost $1) 47
Receivables for Investment Securities Sold 229,228
Receivables for Accrued Income 94,057
Receivables for Capital Shares Issued 35,928
Total Assets 48,676,252
Liabilities  
Payables for Investment Securities Purchased 255,486
Collateral for Securities on Loan 506,375
Payables to Investment Advisor 11,352
Payables for Capital Shares Redeemed 24,564
Payables to Vanguard 2,248
Variation Margin Payable—Futures Contracts 15,022
Total Liabilities 815,047
Net Assets 47,861,205
1 Includes $472,357 of securities on loan.  
At September 30, 2022, net assets consisted of:  
   
Paid-in Capital 39,042,425
Total Distributable Earnings (Loss) 8,818,780
Net Assets 47,861,205
 
Investor Shares—Net Assets  
Applicable to 127,474,295 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
4,822,614
Net Asset Value Per Share—Investor Shares $37.83
 
Admiral Shares—Net Assets  
Applicable to 542,875,850 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
43,038,591
Net Asset Value Per Share—Admiral Shares $79.28
  
See accompanying Notes, which are an integral part of the Financial Statements.
14

 

Equity Income Fund
Statement of Operations
  Year Ended
September 30, 2022
  ($000)
Investment Income  
Income  
Dividends1 1,536,557
Interest2 11,144
Securities Lending—Net 370
Total Income 1,548,071
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 41,134
Performance Adjustment 6,257
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 9,562
Management and Administrative—Admiral Shares 41,788
Marketing and Distribution—Investor Shares 406
Marketing and Distribution—Admiral Shares 2,359
Custodian Fees 261
Auditing Fees 31
Shareholders’ Reports—Investor Shares 68
Shareholders’ Reports—Admiral Shares 572
Trustees’ Fees and Expenses 19
Other Expenses 18
Total Expenses 102,475
Expenses Paid Indirectly (55)
Net Expenses 102,420
Net Investment Income 1,445,651
Realized Net Gain (Loss)  
Investment Securities Sold2 3,101,244
Futures Contracts (73,100)
Foreign Currencies (254)
Realized Net Gain (Loss) 3,027,890
Change in Unrealized Appreciation (Depreciation)  
Investment Securities2 (6,773,012)
Futures Contracts (104,129)
Foreign Currencies (780)
Change in Unrealized Appreciation (Depreciation) (6,877,921)
Net Increase (Decrease) in Net Assets Resulting from Operations (2,404,380)
1 Dividends are net of foreign withholding taxes of $3,687,000.
2 Interest income, realized net gain (loss), capital gain distributions received, and change in unrealized appreciation (depreciation) from an affiliated company of the fund were $7,655,000, ($186,000), $16,000, and ($17,000), respectively. Purchases and sales are for temporary cash investment purposes.
  
See accompanying Notes, which are an integral part of the Financial Statements.
15

 

Equity Income Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2022
($000)
2021
($000)
     
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 1,445,651 1,168,906
Realized Net Gain (Loss) 3,027,890 2,715,655
Change in Unrealized Appreciation (Depreciation) (6,877,921) 7,103,797
Net Increase (Decrease) in Net Assets Resulting from Operations (2,404,380) 10,988,358
Distributions    
Investor Shares (417,573) (138,888)
Admiral Shares (3,618,297) (1,066,361)
Total Distributions (4,035,870) (1,205,249)
Capital Share Transactions    
Investor Shares 181,131 (398,046)
Admiral Shares 5,413,453 4,023,566
Net Increase (Decrease) from Capital Share Transactions 5,594,584 3,625,520
Total Increase (Decrease) (845,666) 13,408,629
Net Assets    
Beginning of Period 48,706,871 35,298,242
End of Period 47,861,205 48,706,871
  
See accompanying Notes, which are an integral part of the Financial Statements.
16

 

Equity Income Fund
Financial Highlights
Investor Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended September 30,
2022 2021 2020 2019 2018
Net Asset Value, Beginning of Period $42.95 $33.75 $36.51 $37.98 $35.64
Investment Operations          
Net Investment Income1 1.159 1.041 1.000 1.002 .965
Net Realized and Unrealized Gain (Loss) on Investments (2.848) 9.232 (2.067) .972 2.764
Total from Investment Operations (1.689) 10.273 (1.067) 1.974 3.729
Distributions          
Dividends from Net Investment Income (1.134) (1.012) (1.034) (.997) (.943)
Distributions from Realized Capital Gains (2.297) (.061) (.659) (2.447) (.446)
Total Distributions (3.431) (1.073) (1.693) (3.444) (1.389)
Net Asset Value, End of Period $37.83 $42.95 $33.75 $36.51 $37.98
Total Return2 -4.67% 30.66% -2.87% 6.43% 10.58%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $4,823 $5,285 $4,482 $5,478 $5,751
Ratio of Total Expenses to Average Net Assets3 0.28%4 0.28% 0.28% 0.27% 0.27%
Ratio of Net Investment Income to Average Net Assets 2.69% 2.56% 2.89% 2.84% 2.60%
Portfolio Turnover Rate 40% 29% 35% 32% 37%
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of 0.01%, 0.01%, 0.01%, 0.01%, and (0.00%).
4 The ratio of expenses to average net assets for the period net of reduction from custody fee offset and broker commission abatement arrangements was 0.28%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
17

 

Equity Income Fund
Financial Highlights
Admiral Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended September 30,
2022 2021 2020 2019 2018
Net Asset Value, Beginning of Period $90.01 $70.73 $76.52 $79.61 $74.69
Investment Operations          
Net Investment Income1 2.516 2.262 2.159 2.167 2.099
Net Realized and Unrealized Gain (Loss) on Investments (5.973) 19.342 (4.331) 2.028 5.806
Total from Investment Operations (3.457) 21.604 (2.172) 4.195 7.905
Distributions          
Dividends from Net Investment Income (2.460) (2.196) (2.236) (2.156) (2.048)
Distributions from Realized Capital Gains (4.813) (.128) (1.382) (5.129) (.937)
Total Distributions (7.273) (2.324) (3.618) (7.285) (2.985)
Net Asset Value, End of Period $79.28 $90.01 $70.73 $76.52 $79.61
Total Return2 -4.58% 30.77% -2.77% 6.51% 10.70%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $43,039 $43,422 $30,816 $30,972 $27,625
Ratio of Total Expenses to Average Net Assets3 0.19%4 0.19% 0.19% 0.18% 0.18%
Ratio of Net Investment Income to Average Net Assets 2.78% 2.64% 2.98% 2.93% 2.69%
Portfolio Turnover Rate 40% 29% 35% 32% 37%
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of 0.01%, 0.01%, 0.01%, 0.01%, and (0.00%).
4 The ratio of expenses to average net assets for the period net of reduction from custody fee offset and broker commission abatement arrangements was 0.19%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
18

 

Equity Income Fund
Notes to Financial Statements
Vanguard Equity Income 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. Each of the share classes has different eligibility and minimum purchase requirements, and is designed for different types of investors.
Significant market disruptions, such as those caused by pandemics (e.g., COVID-19 pandemic), natural or environmental disasters, war (e.g., Russia’s invasion of Ukraine), acts of terrorism, or other events, can adversely affect local and global markets and normal market operations. Any such disruptions could have an adverse impact on the value of the fund’s investments and fund performance.
A. The following significant accounting policies conform to generally accepted accounting principles for U.S. investment companies. 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 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 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.
2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. 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 assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).
3. Repurchase Agreements: The fund enters into repurchase agreements with institutional counterparties. Securities pledged as collateral to the fund under repurchase agreements are held by a custodian bank until the agreements mature, and in the absence of a default, such collateral cannot be repledged, resold, or rehypothecated. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. The fund further mitigates its counterparty risk by entering into repurchase agreements only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master repurchase agreements with its counterparties. The master repurchase agreements provide that,
19

 

Equity Income Fund
in the event of a counterparty's default (including bankruptcy), the fund may terminate any repurchase agreements with that counterparty, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund. Such action may be subject to legal proceedings, which may delay or limit the disposition of collateral.
4. 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. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract. Any securities pledged as initial margin for open contracts are noted in the Schedule of Investments.
Futures contracts are valued at their quoted daily settlement prices. The notional amounts of the contracts are not recorded in the Statement of Assets and Liabilities. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities 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 gains (losses) on futures contracts.
During the year ended September 30, 2022, the fund’s average investments in long and short futures contracts represented 2% and 0% of net assets, respectively, based on the average of the notional amounts at each quarter-end during the period.
5. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute virtually all of its taxable income. The fund’s tax returns are open to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. Management has analyzed the fund’s tax positions taken for all open federal and state income tax years, and has concluded that no provision for income tax is required in the fund’s financial statements.
6. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis at the fiscal year-end and may differ from net investment income and realized capital gains for financial reporting purposes.
7. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any
20

 

Equity Income Fund
loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Assets and Liabilities for the return of the collateral, during the period the securities are on loan. Collateral investments in Vanguard Market Liquidity Fund are subject to market appreciation or depreciation. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.
8. Credit Facilities and Interfund Lending Program: The fund and certain other funds managed by The Vanguard Group ("Vanguard") participate in a $4.4 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement and an uncommitted credit facility provided by Vanguard. Both facilities may be renewed annually. Each fund is individually liable for its borrowings, if any, under the credit facilities. Borrowings may be utilized for temporary or emergency purposes and are subject to the fund’s regulatory and contractual borrowing restrictions. With respect to the committed credit facility, the participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn committed amount of the facility, which are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under either facility bear interest at an agreed-upon spread plus the higher of the federal funds effective rate, the overnight bank funding rate, or the Daily Simple Secured Overnight Financing Rate inclusive of an additional agreed-upon spread.  However, borrowings under the uncommitted credit facility may bear interest based upon an alternate rate agreed to by the fund and Vanguard.
In accordance with an exemptive order (the “Order”) from the SEC, the fund may participate in a joint lending and borrowing program that allows registered open-end Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the fund’s investment objective and investment policies. Interfund loans and borrowings normally extend overnight but can have a maximum duration of seven days. Loans may be called on one business day’s notice. The interest rate to be charged is governed by the conditions of the Order and internal procedures adopted by the board of trustees. The board of trustees is responsible for overseeing the Interfund Lending Program. 
For the year ended September 30, 2022, the fund did not utilize the credit facilities or the Interfund Lending Program.
9. Other: Dividend income is recorded on the ex-dividend date. Non-cash dividends included in income, if any, are recorded at the fair value of the securities received. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Premiums and discounts on debt securities are amortized and accreted, respectively, to interest income over the lives of the respective securities, except for premiums on certain callable debt securities that are amortized to the earliest call date. 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.
21

 

Equity Income Fund
Taxes on foreign dividends and capital gains have been provided for in accordance with the fund's understanding of the applicable countries' tax rules and rates. Deferred foreign capital gains tax, if any, is accrued daily based upon net unrealized gains. The fund has filed tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Such tax reclaims received and related professional fees incurred during the year, if any, are included in dividend income and other expenses, respectively. No other amounts for additional tax reclaims are reflected in the financial statements due to the uncertainty as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment.
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 provides investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fee is subject to quarterly adjustments based on performance relative to the FTSE High Dividend Yield Index for the preceding three years.
Vanguard provides investment advisory services to a portion of the fund as described below; the fund paid Vanguard advisory fees of $1,955,000 for the year ended September 30, 2022.
For the year ended September 30, 2022, the aggregate investment advisory fee paid to all advisors represented an effective annual basic rate of 0.08% of the fund’s average net assets, before a net increase of $6,257,000 (0.01%) based on performance.
C. In accordance with the terms of a Funds' Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees and are generally settled twice a month.
Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At September 30, 2022, the fund had contributed to Vanguard capital in the amount of $1,918,000, representing less than 0.01% of the fund’s net assets and 0.77% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
D. The fund has asked its investment advisor 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. For the year ended September 30, 2022, these arrangements reduced the fund’s expenses by $55,000 (an annual rate of less than 0.01% of average net assets).
E. Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
22

 

Equity Income Fund
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
The following table summarizes the market value of the fund’s investments and derivatives as of September 30, 2022, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 45,794,150 672,928 46,467,078
Temporary Cash Investments 1,472,442 307,900 1,780,342
Total 47,266,592 980,828 48,247,420
Derivative Financial Instruments        
Liabilities        
Futures Contracts1 135,962 135,962
1 Includes cumulative appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.
F. Permanent differences between book-basis and tax-basis components of net assets are reclassified among capital accounts in the financial statements to reflect their tax character. These reclassifications have no effect on net assets or net asset value per share. As of period end, permanent differences primarily attributable to the accounting for applicable foreign currency transactions and distributions in connection with fund share redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 152,642
Total Distributable Earnings (Loss) (152,642)
Temporary differences between book-basis and tax-basis components of total distributable earnings (loss) arise when certain items of income, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. The differences are primarily related to the deferral of losses from wash sales; the recognition of unrealized gains or losses from certain derivative contracts; and the deferral of qualified late-year
23

 

Equity Income Fund
losses. As of period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 72,777
Undistributed Long-Term Gains 2,614,443
Capital Loss Carryforwards
Qualified Late-Year Losses (13,703)
Net Unrealized Gains (Losses) 6,145,224
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2022
Amount
($000)
2021
Amount
($000)
Ordinary Income* 1,723,789 1,141,227
Long-Term Capital Gains 2,312,081 64,022
Total 4,035,870 1,205,249
* Includes short-term capital gains, if any.
As of September 30, 2022, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 42,101,909
Gross Unrealized Appreciation 9,527,906
Gross Unrealized Depreciation (3,382,395)
Net Unrealized Appreciation (Depreciation) 6,145,511
G. During the year ended September 30, 2022, the fund purchased $22,385,780,000 of investment securities and sold $19,837,802,000 of investment securities, other than temporary cash investments.
The fund purchased securities from and sold securities to other funds or accounts managed by its investment advisors or their affiliates, in accordance with procedures adopted by the board of trustees in compliance with Rule 17a-7 of the Investment Company Act of 1940. For the year ended September 30, 2022, such purchases were $123,309,000 and sales were $281,262,000, resulting in net realized gain of $51,595,000; these amounts, other than temporary cash investments, are included in the purchases and sales of investment securities noted above.
24

 

Equity Income Fund
H. Capital share transactions for each class of shares were:
    
  Year Ended September 30,  
  2022   2021
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Investor Shares          
Issued 847,534 19,586   905,414 22,254
Issued in Lieu of Cash Distributions 385,775 9,104   127,115 3,134
Redeemed (1,052,178) (24,275)   (1,430,575) (35,121)
Net Increase (Decrease)—Investor Shares 181,131 4,415   (398,046) (9,733)
Admiral Shares          
Issued 9,294,275 102,758   9,053,463 106,583
Issued in Lieu of Cash Distributions 3,190,190 35,953   918,531 10,777
Redeemed (7,071,012) (78,259)   (5,948,428) (70,619)
Net Increase (Decrease)—Admiral Shares 5,413,453 60,452   4,023,566 46,741
I. Management has determined that no events or transactions occurred subsequent to September 30, 2022, that would require recognition or disclosure in these financial statements.
25

 

Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Vanguard Fenway Funds and Shareholders of Vanguard Equity Income Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Vanguard Equity Income Fund (one of the funds constituting Vanguard Fenway Funds, referred to hereafter as the "Fund") as of September 30, 2022, the related statement of operations for the year ended September 30, 2022, the statement of changes in net assets for each of the two years in the period ended September 30, 2022, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 2022 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2022, 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 ended September 30, 2022 and the financial highlights for each of the five years in the period ended September 30, 2022 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers  LLP 
Philadelphia, Pennsylvania
November 18, 2022
We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.
26

 


Tax information (unaudited)
For corporate shareholders, 88.7%, or if subsequently determined to be different, the maximum percentage allowable by law, of ordinary income (dividend income plus short-term gains, if any) for the fiscal year qualified for the dividends-received deduction.
The fund hereby designates $1,498,465,000, or if subsequently determined to be different, the maximum amount allowable by law, as qualified dividend income for individual shareholders for the fiscal year.
For nonresident alien shareholders, 100% of short-term capital gain dividends distributed by the fund for the fiscal year are qualified short-term capital gains.
The fund distributed $2,464,722,000 as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.
The fund hereby designates $2,836,000, or if subsequently determined to be different, the maximum amount allowable by law, of interest earned from obligations of the U.S. government which is generally exempt from state income tax.
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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. 
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. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 206 Vanguard funds.
Information for each trustee and executive officer of the fund appears below. That information, as well as the Vanguard fund count, is as of the date on the cover of this fund report. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.
Interested Trustee1
Mortimer J. Buckley
Born in 1969. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chairman of the board (2019–present) of Vanguard and of each of the investment companies served by Vanguard; chief executive officer (2018–present) of Vanguard; chief executive officer, president, and trustee (2018–present) of each of the investment companies served by Vanguard; president and director (2017–present) of Vanguard; and president (2018–present) of Vanguard Marketing Corporation. Chief investment officer (2013–2017), managing director (2002–2017), head of the Retail Investor Group (2006–2012), and chief information officer (2001–2006) of Vanguard. Member of the board of governors of the Investment Company Institute and the board of governors of FINRA. Trustee and vice chair of The Shipley School.
Independent Trustees
Tara Bunch
Born in 1962. Trustee since November 2021. Principal occupation(s) during the past five years and other experience: head of global operations at Airbnb (2020–present). Vice president of AppleCare (2012–2020). Member of the board of directors of Out & Equal (2002–2006), the advisory board of the University of California, Berkeley School of Engineering (2020–present), and the advisory board
of Santa Clara University’s Leavey School of Business (2018–present).
Emerson U. Fullwood
Born in 1948. Trustee since January 2008. Principal occupation(s) during the past five years and other experience: executive chief staff and marketing officer for North America and corporate vice president (retired 2008) of Xerox Corporation (document management products and services). Former president of the Worldwide Channels Group, Latin America, and Worldwide Customer Service and executive chief staff officer of Developing Markets of Xerox. Executive in residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology. Member of the board of directors of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, Roberts Wesleyan College, and the Rochester Philharmonic Orchestra. Trustee of the University of Rochester.                            
F. Joseph Loughrey
Born in 1949. Trustee since October 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2009) and vice chairman of the board (2008–2009) of Cummins Inc. (industrial machinery). Chairman of the board of Hillenbrand, Inc. (specialized consumer services). Director of the V Foundation. Member of the advisory council for the College of
 
1  Mr. Buckley is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.

 

Arts and Letters at the University of Notre Dame. Chairman of the board of Saint Anselm College.
Mark Loughridge
Born in 1953. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: senior vice president and chief financial officer (retired 2013) of IBM (information technology services). Fiduciary member of IBM’s Retirement Plan Committee (2004–2013), senior vice president and general manager (2002–2004) of IBM Global Financing, vice president and controller (1998–2002) of IBM, and a variety of other prior management roles at IBM. Member of the Council on Chicago Booth.
Scott C. Malpass
Born in 1962. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: adjunct professor of finance at the University of Notre Dame (2020–present). Chief investment officer (retired 2020) and vice president (retired 2020) of the University of Notre Dame. Assistant professor (retired June 2020) of finance at the Mendoza College of Business, University of Notre Dame, and member of the Notre Dame 403(b) Investment Committee. Member of the board of Catholic Investment Services, Inc. (investment advisors), the board of superintendence of the Institute for the Works of Religion, and the board of directors of Paxos Trust Company (finance).
Deanna Mulligan
Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chief executive officer of Purposeful (advisory firm for CEOs and C-level executives; 2021–present). Board chair (2020), chief executive officer (2011–2020), and president (2010–2019) of The Guardian Life Insurance Company of America. Chief operating officer (2010–2011) and executive vice president (2008–2010) of Individual Life and Disability of the Guardian Life Insurance Company of America. Member of the board of the Economic Club of New York. Trustee of the Partnership for New York City (business leadership), Chief Executives for Corporate Purpose, and the NewYork-Presbyterian Hospital.
André F. Perold
Born in 1952. Trustee since December 2004. Principal occupation(s) during the past five years and other experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011). Chief investment officer and co-managing partner of HighVista Strategies (private investment firm). Member of the board (2018–present) of RIT Capital Partners (investment
firm). Member of the investment committee of Partners Health Care System.
Sarah Bloom Raskin
Born in 1961. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: deputy secretary (2014–2017) of the United States Department of the Treasury. Governor (2010–2014) of the Federal Reserve Board. Commissioner (2007–2010) of financial regulation for the State of Maryland. Colin W. Brown Distinguished Professor of the Practice of Law (2021–present), professor (2020–present), Distinguished Fellow of the Global Financial Markets Center (2020–present), and Rubenstein Fellow (2017–2020) at Duke University. Trustee (2017–present) of Amherst College and member of Amherst College Investment Committee (2019–present). Member of the Regenerative Crisis Response Committee (2020–present).
David A. Thomas
Born in 1956. Trustee since July 2021. Principal occupation(s) during the past five years and other experience: president of Morehouse College (2018–present). Professor of business administration, emeritus at Harvard University (2017–2018). Dean (2011–2016) and professor of management (2016–2017) at the Georgetown University McDonough School of Business. Director of DTE Energy Company (2013–present). Trustee of Common Fund (2019–present).
Peter F. Volanakis
Born in 1955. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2010) of Corning Incorporated (communications equipment) and director of Corning Incorporated (2000–2010) and Dow Corning (2001–2010). Director (2012) of SPX Corporation (multi-industry manufacturing). Overseer of the Amos Tuck School of Business Administration, Dartmouth College (2001–2013). Member of the BMW Group Mobility Council.

 

Executive Officers
Christine M. Buchanan
Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2021–present) and treasurer (2017–present) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG (audit, tax, and advisory services).
John Galloway
Born in 1973. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Investment stewardship officer (September 2020–present) of each of the investment companies served by Vanguard. Head of Investor Advocacy (February 2020–present) and head of Marketing Strategy and Planning (2017–2020) at Vanguard. Special assistant to the President of the United States (2015).
Ashley Grim
Born in 1984. Principal occupation(s) during the past five years and other experience: treasurer (February 2022–present) of each of the investment companies served by Vanguard. Fund transfer agent controller (2019–2022) and director of Audit Services (2017–2019) at Vanguard. Senior manager (2015–2017) at PriceWaterhouseCoopers (audit and assurance, consulting, and tax services).
Peter Mahoney
Born in 1974. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Controller (2015–present) of each of the investment companies served by Vanguard. Head of International Fund Services (2008–2014) at Vanguard.
Anne E. Robinson
Born in 1970. Principal occupation(s) during the past five years and other experience: general counsel (2016–present) of Vanguard. Secretary (2016–present) of Vanguard and of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Managing director and general counsel of Global Cards and Consumer Services (2014–2016) at Citigroup. Counsel (2003–2014) at American Express. Nonexecutive director of the board of National Grid (energy).
Michael Rollings
Born in 1963. Principal occupation(s) during the past five years and other experience: finance director (2017–present) and treasurer (2017) of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Chief financial officer (2016–present) of Vanguard. Director (2016–present) of Vanguard Marketing Corporation. Executive vice president and chief financial officer (2006–2016) of MassMutual Financial Group.
John E. Schadl
Born in 1972. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief compliance officer (2019–present) of Vanguard and of each of the investment companies served by Vanguard. Assistant vice president (2019–present) of Vanguard Marketing Corporation.
Vanguard Senior Management Team
Matthew Benchener Thomas M. Rampulla
Joseph Brennan Karin A. Risi
Mortimer J. Buckley Anne E. Robinson
Gregory Davis Michael Rollings
John James Nitin Tandon
Chris D. Mclsaac Lauren Valente

 

Connect with Vanguard®>vanguard.com
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This material may be used in conjunction with the offering of shares of any Vanguard fund only if preceded or accompanied by the fund’s current prospectus.
All comparative mutual fund data are from Morningstar, Inc., unless otherwise noted.
You can obtain a free copy of Vanguard’s proxy voting guidelines by visiting vanguard.com/proxyreporting or by calling Vanguard at 800-662-2739. The guidelines 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 vanguard.com/proxyreporting or www.sec.gov.
You can review information about your fund on the SEC’s website, and you can receive copies of this information, for a fee, by sending a request via email addressed to publicinfo@sec.gov.
Source for Bloomberg indexes: Bloomberg Index Services Limited. Copyright 2022, Bloomberg. All rights reserved.
CFA® is a registered trademark owned by CFA Institute.
© 2022 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q650 112022

 

 

Annual Report   |   September 30, 2022
Vanguard PRIMECAP Core Fund

 

Contents
Your Fund’s Performance at a Glance

1
Advisor’s Report

2
About Your Fund’s Expenses

6
Performance Summary

8
Financial Statements

10
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 front of this report. Of course, the risks of investing in your fund are spelled out in the prospectus.

 

Your Fund’s Performance at a Glance
The 12 months ended September 30, 2022, were a challenging period for financial markets. Vanguard PRIMECAP Core Fund returned –15.92% for the period. Its benchmark, the MSCI US Prime Market 750 Index, returned –17.32%.
Early on, pent-up demand helped spur global growth and push down unemployment rates. The economic backdrop deteriorated, however, as inflation soared to multidecade highs, fueled in part by higher energy and food prices in the wake of Russia’s invasion of Ukraine. Then price increases broadened to other categories of goods and services, adding to concerns that inflation would remain stubbornly high. That prompted aggressive tightening by the Federal Reserve to bring inflation back in check and increased fears of a recession.
Small-, mid-, and large-capitalization stocks all posted negative returns for the 12-month period. Large-capitalization stocks held up better than mid- and small-caps, while value stocks outperformed growth.
Compared with the benchmark, the fund’s performance was helped most by stock selection in the health care sector, while stock selection in industrials, information technology, and consumer discretionary detracted from relative results.
Market Barometer
  Average Annual Total Returns
Periods Ended September 30, 2022
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) -17.22% 7.95% 9.00%
Russell 2000 Index (Small-caps) -23.50 4.29 3.55
Russell 3000 Index (Broad U.S. market) -17.63 7.70 8.62
FTSE All-World ex US Index (International) -24.76 -0.95 -0.38
Bonds      
Bloomberg U.S. Aggregate Float Adjusted Index
(Broad taxable market)
-14.61% -3.22% -0.23%
Bloomberg Municipal Bond Index
(Broad tax-exempt market)
-11.50 -1.85 0.59
FTSE Three-Month U.S. Treasury Bill Index 0.63 0.57 1.12
CPI      
Consumer Price Index 8.20% 4.95% 3.76%
1

 

Advisor’s Report
For the 12 months ended September 30, 2022, Vanguard PRIMECAP Core Fund returned –15.92%, ahead of the –17.32% total return of the fund’s benchmark, the MSCI US Prime Market 750 Index, as well as the –17.61% total return of the fund’s multi-capitalization core fund competitors. The fund’s performance was in line with the –15.47% return of the Standard & Poor’s 500 Index, which serves as a proxy for the broad market in the attribution discussion that follows. Relative to the S&P 500, the fund’s favorable sector allocation offset unfavorable stock selection during the period.
Investment environment
The fiscal year ended September 30, 2022, was characterized by an abrupt degradation in market conditions. The year started on the upswing, with a continuation of the COVID-19-era recovery—and this despite yet another bout of COVID, as the contagious Omicron variant peaked in mid-January. But in this case the prognosis was mostly good news: Omicron proved more disruptive than destructive, and ultimately COVID’s grip on society was loosened.
Geopolitical hostility and widespread inflation, however, soon supplanted COVID as primary concerns. Russia’s invasion of Ukraine devastated the region and continues to pose risks to Europe and the world. At home, savings-rich consumers, fattened by abundant government stimulus, increasingly returned to pre-COVID activities, forcing businesses into a hiring spree. By summertime, record-high job openings
outnumbered job seekers 2 to 1, reflecting an unprecedented imbalance between labor demand and supply. Inflation thus broadened and worsened during the period. Price spikes in goods and commodities hemorrhaged into stickier categories like wages and services.
The Federal Reserve, chagrined by its earlier complacency as inflation ramped to runaway levels, executed a dramatic hawkish pivot, punctuated by an ongoing series of aggressive rate hikes. The real economy stalled somewhat; despite solid nominal economic growth and a tight labor market, real GDP declined during the first half of 2022. Yet the Fed resolved to further reduce economic activity, raising the prospects of a hard landing.
Equities unsurprisingly faltered amid this tumult, plummeting more than 25% from their January peak. Elevated inflation and rising interest rates weighed especially on high-valuation growth stocks in the S&P 500 Index; the communication services (–39%), consumer discretionary (–21%), and information technology (–20%) sectors lagged the market. Energy (+46%) fared best, boosted by higher oil prices. Defensive sectors also outperformed, including utilities (+6%), consumer staples (flat), and health care (–3%).
Outlook for U.S. equities
The S&P 500 Index’s valuation is now slightly below historical norms (15.2x forward P/E versus the 15.5x 20-year average). Likewise, the 10-year Treasury
 
2

 

yield jumped to nearly 4%, a decade-high rate and comparable to its longer-term historical norm. These metrics on a standalone basis perhaps warrant a neutral outlook.
But this ignores above-average macroeconomic risks, as the Fed’s explicit intention is to slow the economy. Forward earnings expectations are likely too high, even after abnormally large downward revisions to near-term estimates. Recent earnings reports have generally disappointed, with guidance reductions commonplace. Also, the stronger dollar has a direct negative impact on earnings given companies’ substantial foreign exposures; we observe limited evidence of the dollar’s mid-teen appreciation (versus year-ago levels, as measured by the U.S. Dollar Index) in next year’s earnings estimates. These concerns, among others, leave us somewhat cautious overall, even after the market’s swift recalibration. 
Portfolio update
The portfolio maintained its substantial overweight positions in health care and industrials stocks; these sectors comprised 39% of average assets compared to their 22% combined weighting in the S&P 500. The portfolio was underweight information technology (24% of average assets versus 28% for the S&P 500), consumer discretionary (11% versus 12%), financials (10% versus 11%), communication services (6% versus 9%), energy (3% versus 4%), and materials (2% versus 3%). The fund
maintained limited exposure to consumer staples, real estate, and utilities.
Sector allocation was modestly favorable during the period. The fund benefited from its overweight position in the health care sector, its underweight position in communication services, and a modest cash position. These tailwinds were partly offset by underweight positions in the three best-performing sectors, energy, utilities, and consumer staples.
Unfavorable stock selection detracted from relative results, with strength in health care more than offset by weakness in industrials and information technology. The fund’s largest position, Eli Lilly (+42%), logged another stellar year on the back of its new obesity drug, tirzepatide, while biotechnology heavyweights Amgen (+10%) and Biogen (-6%) also outperformed the market; animal health company Elanco (–61%) provided a partial offset. Within industrials, despite reopening momentum Southwest (–40%) underperformed as fuel costs spiked. German industrial automation company Siemens (–38%) also underperformed, with currency weakness compounding company-specific challenges. Within information technology, Adobe (–52%) and Intel (–50%) were cut in half during the period, adding to the headwind from the fund’s sizable underweight position in Apple (–2%).
As of September 30, 2022, the fund’s top 10 holdings comprised 32% of assets.
3

 

Advisor perspectives
We assess this year’s developments as a potential paradigm shift in the market. Notwithstanding an occasional glitch, the decade-plus since the Great Recession had been remarkably benign, with accommodative financial conditions, steady if modest global economic growth, and a relentless equity bull market. A pliant Federal Reserve, offering investors quasi-insurance in the form of a “Fed put,” underwrote a “buy the dip” mentality that became ubiquitous.
But the COVID era—both the virus and especially the policy response to it—ultimately sowed enough dislocation to tip the proverbial apple cart. Ironically, it was COVID’s abrupt fade, or rather, its welcome shift to endemic status, that applied the final push. The mass normalization of society, coupled with two years of excessive money supply growth, unleashed the worst inflation in 40 years. 
The hallmarks of the prior paradigm—low interest rates, inflation, and growth—bred a certain type of winner. Growth stocks, for instance, dominated value, and large likewise trumped small; in the 13 calendar years from 2009 through 2021, growth and large outperformed their counterparts 10 times each. Growth outperformed value by 650 basis points annually (the Russell 3000 Growth Index returned 19.1%; its value counterpart returned 12.6%), while large outpaced small by 230 basis points annually (the Russell 1000 and Russell 2000 returned 16.1% and 13.8%, respectively). The ultimate winners were Big Tech stocks; the ascendance of
Apple, Amazon, Alphabet, Meta, and Netflix—the so-called FAANG stocks—explains much of this large growth stock phenomenon.
A new paradigm would upend this dynamic, as investors migrate from yesterday’s darlings to fresh leadership. Over the past year, FAANG stocks indeed struggled; Netflix (–61%), Meta (–60%), Amazon (–31%), and Alphabet (–28%) all badly lagged, with only Apple (–2%) holding its ground. That said, picking the next winners is never straightforward. Despite largely avoiding the FAANG collapses, the fund still struggled in relative terms due to its own idiosyncratic miscues. Energy and defensive sectors outperformed during the fiscal year, as did value. Other than several biopharmaceutical companies, our differentiated holdings generally failed to deliver.
But tomorrow’s longer-term winners are, as always, uncertain. The contours of this potential new paradigm have yet to take shape. Rapidly rising rates tend to break things, and we expect wreckage if the Fed perseveres. But eventually we believe a less Fed-centric market will arise, one where fundamentals and valuations feature more prominently than last decade’s artificial backstop. We are optimistic our holdings’ promising long-term fundamentals and attractive valuations will benefit from this evolution.
Conclusion
Our investment approach is vulnerable to extended periods of underperformance;
4

 

mistakes and misfortune sometimes conspire, and the COVID era included plenty of both. But we have high conviction much better days are ahead, and we see in the current market reckoning a paradigm shift may be underway. We believe the fund is well positioned, and we are also searching for new opportunities amid the market carnage.
PRIMECAP Management Company
October 13, 2022
5

 

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 accompanying table 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.
Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not 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 your fund’s current prospectus.
6

 

Six Months Ended September 30, 2022      
PRIMECAP Core Fund Beginning
Account Value
3/31/2022
Ending
Account Value
9/30/2022
Expenses
Paid During
Period
Based on Actual Fund Return $1,000.00 $821.40 $2.10
Based on Hypothetical 5% Yearly Return 1,000.00 1,022.76 2.33
The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratio for that period is 0.46%. 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 (183/365).
7

 

PRIMECAP Core Fund
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 vanguard.com/performance.) 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, 2012, Through September 30, 2022
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended September 30, 2022
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 PRIMECAP Core Fund -15.92% 7.24% 12.33% $31,993
 MSCI US Prime Market 750 Index -17.32 9.12 11.67 30,161
 Dow Jones U.S. Total Stock Market Float Adjusted Index -18.05 8.48 11.28 29,120
See Financial Highlights for dividend and capital gains information.
8

 

PRIMECAP Core Fund
Fund Allocation
As of September 30, 2022
Communication Services 6.1%
Consumer Discretionary 10.6
Consumer Staples 0.7
Energy 3.5
Financials 9.3
Health Care 29.9
Industrials 14.6
Information Technology 23.0
Materials 2.2
Real Estate 0.1
The table reflects the fund’s investments, except for short-term investments. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
9

 

PRIMECAP Core Fund
Financial Statements
Schedule of Investments
As of September 30, 2022
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at www.sec.gov.
    Shares Market
Value

($000)
Common Stocks (94.8%)
Communication Services (5.8%)
* Alphabet Inc. Class A 1,808,000   172,935
* Alphabet Inc. Class C 1,398,740   134,489
* T-Mobile US Inc.   488,657    65,563
* Walt Disney Co.   604,835    57,054
  Activision Blizzard Inc.   651,950    48,466
  Nintendo Co. Ltd.   507,500    20,470
* Meta Platforms Inc. Class A   149,200    20,243
  Electronic Arts Inc.   154,850    17,918
* Charter Communications Inc. Class A    41,450    12,574
  Comcast Corp. Class A   178,538     5,236
* Altice USA Inc. Class A   688,200     4,012
* Netflix Inc.     7,300     1,719
        560,679
Consumer Discretionary (10.0%)
  Sony Group Corp. ADR 1,865,200   119,466
* Mattel Inc. 6,082,651   115,205
  TJX Cos. Inc. 1,604,600    99,678
  Whirlpool Corp.   713,804    96,228
  Ross Stores Inc. 1,049,390    88,432
* CarMax Inc. 1,162,790    76,767
* Alibaba Group Holding Ltd. ADR   864,700    69,167
* Tesla Inc.   239,400    63,501
* Dollar Tree Inc.   347,200    47,254
* Royal Caribbean Cruises Ltd.   797,400    30,222
  Marriott International Inc. Class A   184,290    25,826
  Newell Brands Inc. 1,670,000    23,196
  Bath & Body Works Inc.   584,300    19,048
* Capri Holdings Ltd.   446,363    17,158
* Victoria's Secret & Co.   561,433    16,349
  McDonald's Corp.    53,000    12,229
  Restaurant Brands International Inc.   151,200     8,041
* Leslie's Inc.   511,100     7,518
* Burlington Stores Inc.    62,500     6,993
  Lowe's Cos. Inc.    30,000     5,634
* Carnival Corp.   632,100     4,444
* O'Reilly Automotive Inc.     4,300     3,024
* Las Vegas Sands Corp.    79,600     2,987
  MGM Resorts International    95,000     2,823
* AutoZone Inc.     1,055     2,260
  Hilton Worldwide Holdings Inc.    13,800     1,665
* Amazon.com Inc.    14,500     1,639
    Shares Market
Value

($000)
* Norwegian Cruise Line Holdings Ltd.    68,440       778
        967,532
Consumer Staples (0.7%)
* BJ's Wholesale Club Holdings Inc.   306,600    22,323
  Sysco Corp.   238,500    16,864
  Tyson Foods Inc. Class A   187,700    12,375
  Altria Group Inc.   248,924    10,052
  Mowi ASA   157,000     1,997
  Philip Morris International Inc.    15,500     1,287
  Kroger Co.    25,000     1,094
  Constellation Brands Inc. Class A     4,400     1,011
         67,003
Energy (3.4%)
  Pioneer Natural Resources Co.   694,173   150,309
  EOG Resources Inc.   333,221    37,231
  Valero Energy Corp.   311,900    33,326
  Coterra Energy Inc. 1,037,050    27,088
  Hess Corp.   236,000    25,722
  Cameco Corp.   962,800    25,524
* Southwestern Energy Co. 2,000,000    12,240
* TechnipFMC plc   649,500     5,495
* Transocean Ltd. (XNYS) 1,237,200     3,056
  Schlumberger NV    50,700     1,820
  Technip Energies NV     7,820        88
        321,899
Financials (8.8%)
  Raymond James Financial Inc. 1,808,560   178,722
  Wells Fargo & Co. 4,099,400   164,878
  JPMorgan Chase & Co. 1,356,146   141,717
  Northern Trust Corp. 1,088,650    93,145
  Goldman Sachs Group Inc.   278,200    81,526
  Discover Financial Services   547,281    49,759
  Evercore Inc. Class A   505,900    41,610
  US Bancorp   568,300    22,914
  Charles Schwab Corp.   229,034    16,461
  Progressive Corp.   138,300    16,072
  CME Group Inc.    80,450    14,250
  Bank of America Corp.   464,059    14,015
  Marsh & McLennan Cos. Inc.    58,812     8,780
  Morgan Stanley    53,100     4,195
        848,044
10

 

PRIMECAP Core Fund
    Shares Market
Value

($000)
Health Care (28.3%)
  Eli Lilly & Co. 2,290,682   740,692
  Amgen Inc. 1,459,470   328,965
* Biogen Inc. 1,184,827   316,349
  AstraZeneca plc ADR 5,656,820   310,220
  Thermo Fisher Scientific Inc.   357,340   181,239
  Bristol-Myers Squibb Co. 1,862,280   132,390
  Novartis AG ADR 1,740,270   132,278
* Boston Scientific Corp. 2,998,230   116,121
  Roche Holding AG   220,493    71,778
  CVS Health Corp.   653,900    62,362
  Zimmer Biomet Holdings Inc.   552,950    57,811
* Elanco Animal Health Inc. (XNYS) 4,366,091    54,183
* LivaNova plc   730,300    37,077
  Abbott Laboratories   332,870    32,209
  Agilent Technologies Inc.   261,350    31,767
* BioMarin Pharmaceutical Inc.   288,770    24,479
* Illumina Inc.    93,790    17,894
1 Siemens Healthineers AG   358,975    15,398
* IQVIA Holdings Inc.    84,222    15,256
  Stryker Corp.    55,820    11,306
  Humana Inc.    17,844     8,658
  Alcon Inc.   125,260     7,288
  Sanofi ADR   135,300     5,144
  Danaher Corp.    19,140     4,944
  Medtronic plc    59,600     4,813
  UnitedHealth Group Inc.     8,489     4,287
* Waters Corp.    10,431     2,811
* Zimvie Inc.    31,040       306
      2,728,025
Industrials (13.8%)
* Southwest Airlines Co. 6,583,969   203,050
  AECOM 2,810,300   192,140
  Siemens AG (Registered) 1,538,528   150,380
  FedEx Corp.   988,800   146,807
  Jacobs Solutions Inc.   952,595   103,347
  United Parcel Service Inc. Class B   497,900    80,431
  Airbus SE   626,409    53,997
* United Airlines Holdings Inc. 1,465,340    47,668
* Delta Air Lines Inc. 1,531,940    42,986
  TransDigm Group Inc.    81,850    42,957
  General Dynamics Corp.   156,800    33,268
  Textron Inc.   529,060    30,823
  Caterpillar Inc.   186,740    30,640
  Union Pacific Corp.   149,500    29,126
* American Airlines Group Inc. 2,199,000    26,476
* XPO Logistics Inc.   396,200    17,639
  Carrier Global Corp.   462,500    16,446
  Deere & Co.    35,670    11,910
  JB Hunt Transport Services Inc.    71,500    11,184
* GXO Logistics Inc.   270,600     9,487
  Otis Worldwide Corp.   145,500     9,283
  CSX Corp.   339,000     9,031
* Saia Inc.    45,300     8,607
  Science Applications International Corp.    80,000     7,074
  L3Harris Technologies Inc.    34,000     7,066
  Rockwell Automation Inc.    25,650     5,518
  Pentair plc    87,100     3,539
    Shares Market
Value

($000)
  AMETEK Inc.    10,000     1,134
  Old Dominion Freight Line Inc.     4,500     1,119
      1,333,133
Information Technology (21.8%)
  Microsoft Corp. 1,197,400   278,874
  Texas Instruments Inc. 1,516,500   234,724
  KLA Corp.   643,100   194,621
  Intel Corp. 6,280,480   161,848
* Flex Ltd. 8,416,200   140,214
  Applied Materials Inc. 1,088,500    89,181
  Micron Technology Inc. 1,715,860    85,965
  Intuit Inc.   181,550    70,318
  HP Inc. 2,643,223    65,869
  Analog Devices Inc.   456,700    63,637
  QUALCOMM Inc.   557,340    62,968
  Visa Inc. Class A   353,100    62,728
  Oracle Corp.   995,050    60,768
  Hewlett Packard Enterprise Co. 4,903,608    58,745
  ASML Holding NV GDR (Registered)   130,000    53,995
  NetApp Inc.   768,000    47,501
  Telefonaktiebolaget LM Ericsson ADR 8,229,045    47,235
  Apple Inc.   337,000    46,573
* Adobe Inc.   159,100    43,784
  Cisco Systems Inc.   973,100    38,924
* Keysight Technologies Inc.   168,600    26,531
  Corning Inc.   905,200    26,269
  Fidelity National Information Services Inc.   323,300    24,432
  Jabil Inc.   401,500    23,171
* PayPal Holdings Inc.   243,650    20,971
* WEX Inc.   152,080    19,305
  Mastercard Inc. Class A    52,900    15,042
  Teradyne Inc.   167,040    12,553
* Western Digital Corp.   354,400    11,536
* BlackBerry Ltd. 1,276,500     5,999
  NVIDIA Corp.    44,880     5,448
* Ciena Corp.    57,000     2,304
      2,102,033
Materials (2.1%)
  Albemarle Corp.   377,465    99,817
  Glencore plc 8,026,481    42,179
  DuPont de Nemours Inc.   331,300    16,698
  Corteva Inc.   285,193    16,299
  Freeport-McMoRan Inc.   383,200    10,473
  Dow Inc.   238,000    10,455
  Linde plc     9,200     2,480
  Greif Inc. Class B    25,000     1,520
        199,921
Real Estate (0.1%)
  American Homes 4 Rent Class A   222,000     7,284
Total Common Stocks
(Cost $4,960,150)
9,135,553
 
11

 

PRIMECAP Core Fund
    Shares Market
Value

($000)
Temporary Cash Investments (5.3%)
Money Market Fund (5.3%)
2 Vanguard Market Liquidity Fund, 2.828% (Cost$508,496) 5,086,599          508,508
Total Investments (100.1%) (Cost $5,468,646) 9,644,061
Other Assets and Liabilities—Net (-0.1%) (5,254)
Net Assets (100%) 9,638,807
Cost is in $000.
See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 Security exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2022, the aggregate value was $15,398,000, representing 0.2% of net assets.
2 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
  ADR—American Depositary Receipt.
  GDR—Global Depositary Receipt.
See accompanying Notes, which are an integral part of the Financial Statements.
12

 

PRIMECAP Core Fund
Statement of Assets and Liabilities
As of September 30, 2022
($000s, except shares and per-share amounts) Amount
Assets  
Investments in Securities, at Value  
Unaffiliated Issuers (Cost $4,960,150) 9,135,553
Affiliated Issuers (Cost $508,496) 508,508
Total Investments in Securities 9,644,061
Investment in Vanguard 389
Receivables for Investment Securities Sold 2,249
Receivables for Accrued Income 11,515
Receivables for Capital Shares Issued 1,306
Total Assets 9,659,520
Liabilities  
Payables for Investment Securities Purchased 9,339
Payables to Investment Advisor 8,104
Payables for Capital Shares Redeemed 2,656
Payables to Vanguard 614
Total Liabilities 20,713
Net Assets 9,638,807
At September 30, 2022, net assets consisted of:  
   
Paid-in Capital 4,719,840
Total Distributable Earnings (Loss) 4,918,967
Net Assets 9,638,807
 
Net Assets  
Applicable to 363,915,476 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
9,638,807
Net Asset Value Per Share $26.49
  
See accompanying Notes, which are an integral part of the Financial Statements.
13

 

PRIMECAP Core Fund
Statement of Operations
  Year Ended
September 30, 2022
  ($000)
Investment Income  
Income  
Dividends1 172,270
Interest2 4,109
Securities Lending—Net 70
Total Income 176,449
Expenses  
Investment Advisory Fees—Note B 35,174
The Vanguard Group—Note C  
Management and Administrative 16,166
Marketing and Distribution 697
Custodian Fees 309
Auditing Fees 27
Shareholders’ Reports 74
Trustees’ Fees and Expenses 4
Other Expenses 14
Total Expenses 52,465
Net Investment Income 123,984
Realized Net Gain (Loss)  
Investment Securities Sold2 682,000
Foreign Currencies 4
Realized Net Gain (Loss) 682,004
Change in Unrealized Appreciation (Depreciation)  
Investment Securities2 (2,632,306)
Foreign Currencies (191)
Change in Unrealized Appreciation (Depreciation) (2,632,497)
Net Increase (Decrease) in Net Assets Resulting from Operations (1,826,509)
1 Dividends are net of foreign withholding taxes of $3,407,000.
2 Interest income, realized net gain (loss), capital gain distributions received, and change in unrealized appreciation (depreciation) from an affiliated company of the fund were $4,109,000, ($59,000), $10,000, and ($83,000), respectively. Purchases and sales are for temporary cash investment purposes.
  
See accompanying Notes, which are an integral part of the Financial Statements.
14

 

PRIMECAP Core Fund
Statement of Changes in Net Assets
  Year Ended September 30,
  2022
($000)
2021
($000)
     
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 123,984 87,492
Realized Net Gain (Loss) 682,004 888,632
Change in Unrealized Appreciation (Depreciation) (2,632,497) 2,245,908
Net Increase (Decrease) in Net Assets Resulting from Operations (1,826,509) 3,222,032
Distributions    
Total Distributions (814,697) (791,131)
Capital Share Transactions    
Issued 609,191 1,427,812
Issued in Lieu of Cash Distributions 650,830 655,544
Redeemed (1,035,560) (2,140,054)
Net Increase (Decrease) from Capital Share Transactions 224,461 (56,698)
Total Increase (Decrease) (2,416,745) 2,374,203
Net Assets    
Beginning of Period 12,055,552 9,681,349
End of Period 9,638,807 12,055,552
  
See accompanying Notes, which are an integral part of the Financial Statements.
15

 

PRIMECAP Core Fund
Financial Highlights
For a Share Outstanding
Throughout Each Period 
Year Ended September 30,
2022 2021 2020 2019 2018
Net Asset Value, Beginning of Period $33.78 $27.08 $27.08 $29.92 $26.33
Investment Operations          
Net Investment Income1 .339 .243 .398 .391 .314
Net Realized and Unrealized Gain (Loss) on Investments (5.312) 8.746 1.553 (1.020) 4.379
Total from Investment Operations (4.973) 8.989 1.951 (.629) 4.693
Distributions          
Dividends from Net Investment Income (.236) (.357) (.388) (.322) (.287)
Distributions from Realized Capital Gains (2.081) (1.932) (1.563) (1.889) (.816)
Total Distributions (2.317) (2.289) (1.951) (2.211) (1.103)
Net Asset Value, End of Period $26.49 $33.78 $27.08 $27.08 $29.92
Total Return2 -15.92% 34.71% 7.02% -1.06% 18.27%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $9,639 $12,056 $9,681 $10,655 $11,654
Ratio of Total Expenses to Average Net Assets 0.46% 0.46% 0.46% 0.46% 0.46%
Ratio of Net Investment Income to Average Net Assets 1.08% 0.76% 1.52% 1.48% 1.13%
Portfolio Turnover Rate 6% 8% 8% 7% 9%
1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
  
See accompanying Notes, which are an integral part of the Financial Statements.
16

 

PRIMECAP Core Fund
Notes to Financial Statements
Vanguard PRIMECAP Core Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. Significant market disruptions, such as those caused by pandemics (e.g., COVID-19 pandemic), natural or environmental disasters, war (e.g., Russia’s invasion of Ukraine), acts of terrorism, or other events, can adversely affect local and global markets and normal market operations. Any such disruptions could have an adverse impact on the value of the fund’s investments and fund performance.
A. The following significant accounting policies conform to generally accepted accounting principles for U.S. investment companies. 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 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. 
2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. 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 assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).
3. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute virtually all of its taxable income. The fund’s tax returns are open to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. Management has analyzed the fund’s tax positions taken for all open federal and state income tax years, and has concluded that no provision for income tax is required in the fund’s financial statements.
4. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis at the fiscal year-end and may differ from net investment income and realized capital gains for financial reporting purposes.
5. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more
17

 

PRIMECAP Core Fund
or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Assets and Liabilities for the return of the collateral, during the period the securities are on loan. Collateral investments in Vanguard Market Liquidity Fund are subject to market appreciation or depreciation. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.
6. Credit Facilities and Interfund Lending Program: The fund and certain other funds managed by The Vanguard Group ("Vanguard") participate in a $4.4 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement and an uncommitted credit facility provided by Vanguard. Both facilities may be renewed annually. Each fund is individually liable for its borrowings, if any, under the credit facilities. Borrowings may be utilized for temporary or emergency purposes and are subject to the fund’s regulatory and contractual borrowing restrictions. With respect to the committed credit facility, the participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn committed amount of the facility, which are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under either facility bear interest at an agreed-upon spread plus the higher of the federal funds effective rate, the overnight bank funding rate, or the Daily Simple Secured Overnight Financing Rate inclusive of an additional agreed-upon spread.  However, borrowings under the uncommitted credit facility may bear interest based upon an alternate rate agreed to by the fund and Vanguard.
In accordance with an exemptive order (the “Order”) from the SEC, the fund may participate in a joint lending and borrowing program that allows registered open-end Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the fund’s investment objective and investment policies. Interfund loans and borrowings normally extend overnight but can have a maximum duration of seven days. Loans may be called on one business day’s notice. The interest rate to be charged is governed by the conditions of the Order and internal procedures adopted by the board of trustees. The board of trustees is responsible for overseeing the Interfund Lending Program. 
For the year ended September 30, 2022, the fund did not utilize the credit facilities or the Interfund Lending Program.
18

 

PRIMECAP Core Fund
7. Other: Dividend income is recorded on the ex-dividend date. Non-cash dividends included in income, if any, are recorded at the fair value of the securities received. 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.
B. PRIMECAP Management Company provides investment advisory services to the fund for a fee calculated at an annual percentage rate of average net assets. For the year ended September 30, 2022, the investment advisory fee represented an effective annual basic rate of 0.31% of the fund’s average net assets.
C. In accordance with the terms of a Funds' Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund corporate management, administrative, marketing, and distribution services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees and are generally settled twice a month.
Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At September 30, 2022, the fund had contributed to Vanguard capital in the amount of $389,000, representing less than 0.01% of the fund’s net assets and 0.16% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
D. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments valued with significant unobservable inputs are noted on the Schedule of Investments.
The following table summarizes the market value of the fund’s investments as of September 30, 2022, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 8,779,266 356,287 9,135,553
Temporary Cash Investments 508,508 508,508
Total 9,287,774 356,287 9,644,061
E. Permanent differences between book-basis and tax-basis components of net assets are reclassified among capital accounts in the financial statements to reflect their tax character. These reclassifications have no effect on net assets or net asset value per share. As of period end,
19

 

PRIMECAP Core Fund
permanent differences primarily attributable to the accounting for applicable foreign currency transactions and distributions in connection with fund share redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 27,731
Total Distributable Earnings (Loss) (27,731)
Temporary differences between book-basis and tax-basis components of total distributable earnings (loss) arise when certain items of income, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. The differences are primarily related to the deferral of losses from wash sales. As of period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:
  Amount
($000)
Undistributed Ordinary Income 100,585
Undistributed Long-Term Gains 644,715
Capital Loss Carryforwards
Qualified Late-Year Losses
Net Unrealized Gains (Losses) 4,173,667
The tax character of distributions paid was as follows:
  Year Ended September 30,
  2022
Amount
($000)
2021
Amount
($000)
Ordinary Income* 105,812 124,588
Long-Term Capital Gains 708,885 666,543
Total 814,697 791,131
* Includes short-term capital gains, if any.
As of September 30, 2022, gross unrealized appreciation and depreciation for investments based on cost for U.S. federal income tax purposes were as follows:
  Amount
($000)
Tax Cost 5,470,328
Gross Unrealized Appreciation 4,852,412
Gross Unrealized Depreciation (678,680)
Net Unrealized Appreciation (Depreciation) 4,173,732
F. During the year ended September 30, 2022, the fund purchased $663,868,000 of investment securities and sold $1,168,246,000 of investment securities, other than temporary cash investments.
20

 

PRIMECAP Core Fund
G. Capital shares issued and redeemed were:
    
  Year Ended September 30,
  2022
Shares
(000)
2021
Shares
(000)
     
Issued 19,092 43,207
Issued in Lieu of Cash Distributions 20,256 22,897
Redeemed (32,307) (66,768)
Net Increase (Decrease) in Shares Outstanding 7,041 (664)
H. Management has determined that no events or transactions occurred subsequent to September 30, 2022, that would require recognition or disclosure in these financial statements.
21

 

Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Vanguard Fenway Funds and Shareholders of Vanguard PRIMECAP Core Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Vanguard PRIMECAP Core Fund (one of the funds constituting Vanguard Fenway Funds, referred to hereafter as the "Fund") as of September 30, 2022, the related statement of operations for the year ended September 30, 2022, the statement of changes in net assets for each of the two years in the period ended September 30, 2022, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 2022 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2022, 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 ended September 30, 2022 and the financial highlights for each of the five years in the period ended September 30, 2022 in conformity with accounting principles generally accepted in the United States of America. 
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers  LLP 
Philadelphia, Pennsylvania
November 18, 2022
We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.
22

 


Tax information (unaudited)
For corporate shareholders, 100%, or if subsequently determined to be different, the maximum percentage allowable by law, of ordinary income (dividend income plus short-term gains, if any) for the fiscal year qualified for the dividends-received deduction.
The fund hereby designates $105,811,000, or if subsequently determined to be different, the maximum amount allowable by law, as qualified dividend income for individual shareholders for the fiscal year.
For nonresident alien shareholders, 100% of short-term capital gain dividends distributed by the fund for the fiscal year are qualified short-term capital gains.
The fund distributed $732,343,000 as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.
The fund hereby designates $1,459,000, or if subsequently determined to be different, the maximum amount allowable by law, of interest earned from obligations of the U.S. government which is generally exempt from state income tax.
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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. 
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. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 206 Vanguard funds.
Information for each trustee and executive officer of the fund appears below. That information, as well as the Vanguard fund count, is as of the date on the cover of this fund report. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.
Interested Trustee1
Mortimer J. Buckley
Born in 1969. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chairman of the board (2019–present) of Vanguard and of each of the investment companies served by Vanguard; chief executive officer (2018–present) of Vanguard; chief executive officer, president, and trustee (2018–present) of each of the investment companies served by Vanguard; president and director (2017–present) of Vanguard; and president (2018–present) of Vanguard Marketing Corporation. Chief investment officer (2013–2017), managing director (2002–2017), head of the Retail Investor Group (2006–2012), and chief information officer (2001–2006) of Vanguard. Member of the board of governors of the Investment Company Institute and the board of governors of FINRA. Trustee and vice chair of The Shipley School.
Independent Trustees
Tara Bunch
Born in 1962. Trustee since November 2021. Principal occupation(s) during the past five years and other experience: head of global operations at Airbnb (2020–present). Vice president of AppleCare (2012–2020). Member of the board of directors of Out & Equal (2002–2006), the advisory board of the University of California, Berkeley School of Engineering (2020–present), and the advisory board
of Santa Clara University’s Leavey School of Business (2018–present).
Emerson U. Fullwood
Born in 1948. Trustee since January 2008. Principal occupation(s) during the past five years and other experience: executive chief staff and marketing officer for North America and corporate vice president (retired 2008) of Xerox Corporation (document management products and services). Former president of the Worldwide Channels Group, Latin America, and Worldwide Customer Service and executive chief staff officer of Developing Markets of Xerox. Executive in residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology. Member of the board of directors of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, Roberts Wesleyan College, and the Rochester Philharmonic Orchestra. Trustee of the University of Rochester.                            
F. Joseph Loughrey
Born in 1949. Trustee since October 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2009) and vice chairman of the board (2008–2009) of Cummins Inc. (industrial machinery). Chairman of the board of Hillenbrand, Inc. (specialized consumer services). Director of the V Foundation. Member of the advisory council for the College of
 
1  Mr. Buckley is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.

 

Arts and Letters at the University of Notre Dame. Chairman of the board of Saint Anselm College.
Mark Loughridge
Born in 1953. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: senior vice president and chief financial officer (retired 2013) of IBM (information technology services). Fiduciary member of IBM’s Retirement Plan Committee (2004–2013), senior vice president and general manager (2002–2004) of IBM Global Financing, vice president and controller (1998–2002) of IBM, and a variety of other prior management roles at IBM. Member of the Council on Chicago Booth.
Scott C. Malpass
Born in 1962. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: adjunct professor of finance at the University of Notre Dame (2020–present). Chief investment officer (retired 2020) and vice president (retired 2020) of the University of Notre Dame. Assistant professor (retired June 2020) of finance at the Mendoza College of Business, University of Notre Dame, and member of the Notre Dame 403(b) Investment Committee. Member of the board of Catholic Investment Services, Inc. (investment advisors), the board of superintendence of the Institute for the Works of Religion, and the board of directors of Paxos Trust Company (finance).
Deanna Mulligan
Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chief executive officer of Purposeful (advisory firm for CEOs and C-level executives; 2021–present). Board chair (2020), chief executive officer (2011–2020), and president (2010–2019) of The Guardian Life Insurance Company of America. Chief operating officer (2010–2011) and executive vice president (2008–2010) of Individual Life and Disability of the Guardian Life Insurance Company of America. Member of the board of the Economic Club of New York. Trustee of the Partnership for New York City (business leadership), Chief Executives for Corporate Purpose, and the NewYork-Presbyterian Hospital.
André F. Perold
Born in 1952. Trustee since December 2004. Principal occupation(s) during the past five years and other experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011). Chief investment officer and co-managing partner of HighVista Strategies (private investment firm). Member of the board (2018–present) of RIT Capital Partners (investment
firm). Member of the investment committee of Partners Health Care System.
Sarah Bloom Raskin
Born in 1961. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: deputy secretary (2014–2017) of the United States Department of the Treasury. Governor (2010–2014) of the Federal Reserve Board. Commissioner (2007–2010) of financial regulation for the State of Maryland. Colin W. Brown Distinguished Professor of the Practice of Law (2021–present), professor (2020–present), Distinguished Fellow of the Global Financial Markets Center (2020–present), and Rubenstein Fellow (2017–2020) at Duke University. Trustee (2017–present) of Amherst College and member of Amherst College Investment Committee (2019–present). Member of the Regenerative Crisis Response Committee (2020–present).
David A. Thomas
Born in 1956. Trustee since July 2021. Principal occupation(s) during the past five years and other experience: president of Morehouse College (2018–present). Professor of business administration, emeritus at Harvard University (2017–2018). Dean (2011–2016) and professor of management (2016–2017) at the Georgetown University McDonough School of Business. Director of DTE Energy Company (2013–present). Trustee of Common Fund (2019–present).
Peter F. Volanakis
Born in 1955. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2010) of Corning Incorporated (communications equipment) and director of Corning Incorporated (2000–2010) and Dow Corning (2001–2010). Director (2012) of SPX Corporation (multi-industry manufacturing). Overseer of the Amos Tuck School of Business Administration, Dartmouth College (2001–2013). Member of the BMW Group Mobility Council.

 

Executive Officers
Christine M. Buchanan
Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2021–present) and treasurer (2017–present) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG (audit, tax, and advisory services).
John Galloway
Born in 1973. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Investment stewardship officer (September 2020–present) of each of the investment companies served by Vanguard. Head of Investor Advocacy (February 2020–present) and head of Marketing Strategy and Planning (2017–2020) at Vanguard. Special assistant to the President of the United States (2015).
Ashley Grim
Born in 1984. Principal occupation(s) during the past five years and other experience: treasurer (February 2022–present) of each of the investment companies served by Vanguard. Fund transfer agent controller (2019–2022) and director of Audit Services (2017–2019) at Vanguard. Senior manager (2015–2017) at PriceWaterhouseCoopers (audit and assurance, consulting, and tax services).
Peter Mahoney
Born in 1974. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Controller (2015–present) of each of the investment companies served by Vanguard. Head of International Fund Services (2008–2014) at Vanguard.
Anne E. Robinson
Born in 1970. Principal occupation(s) during the past five years and other experience: general counsel (2016–present) of Vanguard. Secretary (2016–present) of Vanguard and of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Managing director and general counsel of Global Cards and Consumer Services (2014–2016) at Citigroup. Counsel (2003–2014) at American Express. Nonexecutive director of the board of National Grid (energy).
Michael Rollings
Born in 1963. Principal occupation(s) during the past five years and other experience: finance director (2017–present) and treasurer (2017) of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Chief financial officer (2016–present) of Vanguard. Director (2016–present) of Vanguard Marketing Corporation. Executive vice president and chief financial officer (2006–2016) of MassMutual Financial Group.
John E. Schadl
Born in 1972. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief compliance officer (2019–present) of Vanguard and of each of the investment companies served by Vanguard. Assistant vice president (2019–present) of Vanguard Marketing Corporation.
Vanguard Senior Management Team
Matthew Benchener Thomas M. Rampulla
Joseph Brennan Karin A. Risi
Mortimer J. Buckley Anne E. Robinson
Gregory Davis Michael Rollings
John James Nitin Tandon
Chris D. Mclsaac Lauren Valente

 

Connect with Vanguard®>vanguard.com
Fund Information > 800-662-7447
Direct Investor Account Services > 800-662-2739
Institutional Investor Services > 800-523-1036
Text Telephone for People Who Are Deaf or Hard of Hearing > 800-749-7273
This material may be used in conjunction with the offering of shares of any Vanguard fund only if preceded or accompanied by the fund’s current prospectus.
All comparative mutual fund data are from Morningstar, Inc., unless otherwise noted.
You can obtain a free copy of Vanguard’s proxy voting guidelines by visiting vanguard.com/proxyreporting or by calling Vanguard at 800-662-2739. The guidelines 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 vanguard.com/proxyreporting or www.sec.gov.
You can review information about your fund on the SEC’s website, and you can receive copies of this information, for a fee, by sending a request via email addressed to publicinfo@sec.gov.
Source for Bloomberg indexes: Bloomberg Index Services Limited. Copyright 2022, Bloomberg. All rights reserved.
© 2022 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q12200 112022

 

 

 

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.

 

All members of the Audit Committee have been determined by the Registrant’s Board of Trustees to be Audit Committee Financial Experts and to be independent: F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis.

 

Item 4: Principal Accountant Fees and Services.

 

(a)           Audit Fees.

 

Audit Fees of the Registrant.

 

Fiscal Year Ended September 30, 2022: $58,000
Fiscal Year Ended September 30, 2021: $61,000

 

Aggregate Audit Fees of Registered Investment Companies in the Vanguard Group.

 

Fiscal Year Ended September 30, 2022: $10,494,508
Fiscal Year Ended September 30, 2021: $11,244,694

 

Includes fees billed in connection with audits of the Registrant, other registered investment companies in the Vanguard complex, The Vanguard Group, Inc., and Vanguard Marketing Corporation.

 

(b)           Audit-Related Fees.

 

Fiscal Year Ended September 30, 2022: $2,757,764
Fiscal Year Ended September 30, 2021: $2,955,181

 

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

 

(c)           Tax Fees.

 

Fiscal Year Ended September 30, 2022: $5,202,689
Fiscal Year Ended September 30, 2021: $2,047,574

 

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

 

(d)           All Other Fees.

 

Fiscal Year Ended September 30, 2022: $298,000
Fiscal Year Ended September 30, 2021: $280,000

 

Includes fees billed for services related to tax reported information provided to the Registrant, other registered investment companies in the Vanguard complex, The Vanguard Group, Inc., and Vanguard Marketing Corporation.

 

(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: the Registrant, other registered investment companies in the Vanguard complex, The Vanguard Group, Inc., and entities controlled by The Vanguard Group, Inc. that provide ongoing services to the Registrant. 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: the Registrant, other registered investment companies in the Vanguard complex, The Vanguard Group, Inc., or other entities controlled by The Vanguard Group, Inc. that provide ongoing services to the Registrant.

 

(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, 2022: $5,500,689
Fiscal Year Ended September 30, 2021: $2,327,574

 

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

 

(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: Audit Committee of Listed Registrants.

 

The Registrant is a listed issuer as defined in rule 10A-3 under the Securities Exchange Act of 1934 (“Exchange Act”). The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Registrant’s audit committee members are: F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis.

 

 

 

 

Item 6: Investments.

 

Not applicable. The complete schedule of investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

Item 7: Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 8: Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable.

 

Item 9: Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10: Submission of Matters to a Vote of Security Holders.

 

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 the 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: Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 13: Exhibits.

 

(a)(1)Code of Ethics filed herewith.
(a)(2)Certifications filed herewith.
(b)Certifications field herewith.

 

 

 

 

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 FENWAY FUNDS  

 

BY: /s/ MORTIMER J. BUCKLEY*  
  MORTIMER J. BUCKLEY  
  CHIEF EXECUTIVE OFFICER  

 

Date: November 21, 2022

 

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 FENWAY FUNDS  

 

BY: /s/ MORTIMER J. BUCKLEY*  
  MORTIMER J. BUCKLEY  
  CHIEF EXECUTIVE OFFICER  

 

Date: November 21, 2022

 

  VANGUARD FENWAY FUNDS  

 

BY: /s/ CHRISTINE BUCHANAN*  
  CHRISTINE BUCHANAN  
  CHIEF FINANCIAL OFFICER  

 

Date: November 21, 2022

 
* By: /s/ Anne E. Robinson  

 

Anne E. Robinson, pursuant to a Power of Attorney filed on October 11, 2022 (see File Number 333-11763), Incorporated by Reference.

 

 

 

EX-99.CODE ETH 2 tm2229005d4_coe.htm EXHIBIT 99.CODE ETH

 

Exhibit 99.CODEETH

 

 

 

Access Person Code of Conduct

 

Effective Date: 01 March 2022 | Contact: Code_of_Ethics@vanguard.com

 

 

Background – Why This Access Person Code of Conduct Matters 

 

Vanguard was founded with a singular focus on clients and serving their best interests, and this has been the foundation of our strong ethical culture. One way in which we consistently seek to earn and maintain the trust and loyalty of our clients is by adhering to the highest standards of ethical behavior. Acting with integrity and complying with applicable laws and regulations necessarily extends to your conduct in general and to your personal investing and trading activities in particular.

 

Some crew and contingent workers at Vanguard, by virtue of their role or department, are designated as an “Access Person” (i.e., an Advisor Access Person, Fund Access Person, or Investment Access Person) because they or their department are authorized to know about present or future transactions by Vanguard funds, or have the authority to influence those transactions, or otherwise have access to sensitive market or client activity. Because of that knowledge, authority, and access, Access Persons are subject to additional standards of business conduct, stricter personal investment rules, and greater oversight, among other things. These standards and rules, as set forth in this Access Person Code of Conduct (APCC)1, have been adopted with the goals of ensuring we comply with applicable law and avoiding conflicts of interest or the appearance of conflicts of interest. This is especially true regarding any potential conflicts of interest that could arise between the securities trading that Vanguard undertakes on behalf of the Vanguard funds or our clients and the personal securities trading by crew, contingent workers, and their household or family members.

 

Policy Coverage

 

To Whom Does the APCC Apply? 

 

This policy2 applies to all crew members and contingent workers globally who are in a role that has been designated as an “Access Person” role. Certain provisions of this policy also apply to Associated Persons. 

 

Are you an Access Person? Visit Appendix A to learn whether the role you’re in is an Access Person role, and if so, which Access Person “designation” applies.

 

What about Non-Access Persons? Any crew member or contingent worker who is not in a role that has been designated as an Access Person role is a “Non-Access Person” and must comply with the Personal Investment Activity Policy for Non-Access Persons, not this policy.

 

Are you a contingent worker? A “contingent worker” is any person other than a crew member who provides services to or on behalf of Vanguard through staffing firms, consulting

 

 

 

1 The APCC constitutes the code of ethics that the Vanguard funds have adopted in compliance with U.S. SEC Rules 17j-1 and 204A-1.

 

2 The APCC is a policy that has been created and approved, and is governed, similar to other policies at Vanguard. As used herein, references to “this policy” mean the APCC.

 

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firms, service providers, or as independent contractors. Like crew, a contingent worker can be in either an Access Person or Non-Access Person role.

 

What about Associated Persons? For U.S. crew and contingent workers who are Associated Persons (to reiterate, not Access Persons, but Associated Persons) under FINRA rules and regulations, please note you have additional investment-related obligations under the FINRA Licensing Policy, including the Securities Account Reporting Obligations for Associated Persons. Please review and comply with those documents, as well.

 

Policy Overview 

 

There are four primary sections to this policy: 

 

Section 1 – Standards of Business Conduct, sets forth rules and expectations regarding your behavior and conduct. 

 

Section 2 – Personal Investment Activities, contains rules on how you and your Household or Family Members may own and trade securities for your own personal benefit. Note that some of these rules differ based on your Access Person designation. While the details are set forth in Section 2, at a high level there are four subsections applicable to you and your personal investment activities: 

A – Reminders on who is covered 

B – Brokerage firms you may use 

C – Disclosure obligations 

D – Investment and trading restrictions  

 

Section 3 – Penalties and Sanctions, describes how violations of this policy are addressed and enforced.

 

Section 4 – Defined terms, provides definitions for the capitalized terms used in this policy.

 

Please carefully read the rest of this policy and ensure you understand and comply with its terms. Understanding and following this policy is one of the most important ways we can ensure our clients’ interests always come first.

 

Be sure you are familiar with the following other Vanguard policies that relate to your ethical conduct and personal investment activities:

 

·       Standards of Conduct Policy

·       Conflicts of Interest Policy

·       Insider Trading Policy

·       Outside Business Activity Policy

 

Please also ensure you are familiar with Vanguard’s Code of Ethical Conduct

 

 

Policy Requirements 

 

Section 1 – Standards of Business Conduct 

 

Everyone at Vanguard is expected to promote high standards of integrity and manage the company’s affairs honestly and ethically. We all have a personal responsibility to conduct ourselves

 

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in a manner that reflects a commitment to ethics and compliance with all applicable laws and regulations. Doing so is part and parcel of Vanguard’s mission to “take a stand for all investors, to treat them fairly, and to give them the best chance for investment success.”

 

Putting these values into practice means having and adhering to expected standards of business conduct. The Vanguard policy that explains these standards is the Standards of Conduct Policy, which is incorporated herein by reference. You must comply with that policy, including the following standards of conduct that are explained therein:

 

1.Always put Vanguard clients’ interests first and treat them fairly. 
2.Avoid conflicts of interest. 
3.Be candid and clear with clients and provide them with accurate information. 
4.Comply with applicable laws, rules, regulations, and policies. 
5.Comply with applicable professional standards. 
6.Complete mandatory training and regularly certify that you are compliant with our policies. 
7.Maintain accurate, timely, and complete business records. 
8.Protect against fraud. 
9.Lead by example. 
10.Speak up. 

 

At Vanguard, you are expected to always do the right thing. It sounds simple and it’s usually very clear what doing the right thing entails. But sometimes it isn’t. How do you make the best choice when facing difficult or unclear circumstances? How do you navigate an ethical dilemma?

 

In those situations, you should pause and reflect, and then work through the following “ethical decision-making guide.” This guide will help you consider important questions before deciding whether or how to proceed with an action. It is not a substitute for this or any policy, and it may not tell you exactly what to do in every situation, but it can be used as a tool to help guide you when you face an ethical dilemma or a complex situation where the answer might not be clear.

 

If you’re still in doubt as you work through the decision-making guide, err on the side of caution—ask questions, elevate the issue, and enlist the help of others to ensure we reach the right answer every time for Vanguard and our clients.

 

 

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Speaking Up – As mentioned above, you are encouraged to help protect our clients, crew, and Vanguard by reporting concerns about ethics, financial or business integrity, information security and privacy, workplace practices, or alleged violations of policy, regulation, or law. Indeed, speaking up is one of the most effective ways to help ensure Vanguard maintains its high standards for ethics and compliance. To that end, if you become aware that you or anyone else violated any of the terms of this policy, you must contact Compliance immediately.

 

Likewise, it is your responsibility to know whether the role you are in is designated as an Access Person, and if so, which Access Person designation applies to you (visit the Appendix A to learn more). It is also your responsibility to know the policies and trading restrictions that apply to you accordingly, and to ask questions if you are unsure.

 

Section 2 – Personal Investment Activities 

 

Introduction 

 

Vanguard recognizes the importance to crew and contingent workers of being able to manage and develop their own financial resources through long-term investments and strategies. With that in mind, the rules and requirements set forth in this policy have been adopted with the goals of (1) ensuring we comply with all applicable laws and regulations, and (2) avoiding any conflicts of interest, or any appearances of conflicts of interest, between the securities trading that Vanguard undertakes on behalf of Vanguard funds or our clients and the personal securities trading or investing by crew, contingent workers, or their Household or Family Members (defined in Section 4, below). Our industry and Vanguard have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duty to clients.

 

Granted, the rules in this policy are demanding and strict and they may feel like an imposition. But at Vanguard, we take our ethical obligations very seriously, and the rules in this policy are intended to ensure that trading on behalf of Vanguard funds and clients are given priority over trading for your personal accounts, and that trades for your personal accounts do not adversely affect trades for our funds or clients.

 

Similarly, keep in mind that you must comply with applicable securities laws and must avoid taking personal advantage of your knowledge of securities activity in Vanguard funds or client accounts.

 

This policy includes specific restrictions on personal investing but cannot anticipate every fact pattern or situation. You should adhere to the spirit, and not just the letter, of this policy.

 

Compliance will keep all records relating to personal account trading as confidential as necessary. Information will be accessible within Compliance and may be reported to senior management or HR. Records may also need to be made available to Internal Audit and/or any regulator. All non-U.S. crew and contingent workers are required to sign a data consent / data privacy notice.

 

The Compliance Department reserves the right to monitor any and all investment or trading activity by you or by any Household or Family Member based on any information or system to which it has access.

 

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Checklist 

 

Given the complexity of this policy and the steps you must take to ensure you remain in compliance with it, we have created this brief checklist to help you keep track of your obligations. This is merely a summary, so be sure to comply with the full terms of this policy as well.

 

Checklist item  Where this topic is covered in this policy 
¨       I know my Access Person “designation,” and I am aware that this policy applies not only to me but also to my Household or Family Members Subsection 2-A – Who Is Covered Under this Policy 
¨       For the region where I work, I know what brokerage firm I and my Household or Family Members may use to maintain the accounts where I or they hold and trade Reportable Securities Subsection 2-B – Brokerage Firms You May Use 
¨       For my Access Person designation, I know the initial and ongoing account and holdings disclosure obligations that apply to me and my Household or Family Members Subsection 2-C – Disclosure Obligations 
¨       For my Access Person designation, I know the rules and limitations for transacting securities in my personal accounts and those of my Household or Family Members Subsections 2-D-1 and 2-D-2 – Investment and Trading Restrictions 
¨       For Fund Access Person and Investment Access Person designations, I know how to seek trade preclearance Subsection 2-D-3 – How to Seek and Abide by Preclearance Requirements 
¨       I know the penalties and sanctions that may apply for violations of any of the requirements under this policy Section 3 – Penalties and Sanctions 
¨       I understand the meaning of the defined terms used in this policy  Section 4 – Defined Terms 

 

 

Quick Tip: 

 

The rules in this policy cover most of the personal investing situations you are likely to find. Yet it’s always possible you will encounter a situation that isn’t fully addressed by the rules. If that happens, you need to know what to do. The easiest way to make sure you are making the right decision is to follow these three principles: 

 

1. Know the policy. If you think your situation isn’t covered, check again. It never hurts to take a second look at the rules. 

 

2. Seek guidance. Asking questions is always appropriate. Talk with your manager or contact Compliance if you’re not sure about the policy requirements or how they apply to your situation. 

 

3. Use sound judgment. Analyze the situation and weigh the options. Think about how your decision would look to someone outside of Vanguard. 

 

 

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Note for crew in China: 

 

Because you may not have access to MCO, different systems and procedures are in place for you to disclose accounts and holdings. Please consult with your manager or the China Compliance team to learn more.

 

Subsection 2-A – Who Is Covered Under this Policy 

 

As stated in the introduction to this policy, above, this policy applies to all crew members and contingent workers globally who are in a role that has been designated as an “Access Person” role.

 

Access Persons are covered – This policy applies to crew and contingent worker Access Persons and, in certain instances, to their Household or Family Members.

 

oAccess Persons – Please note that the specific trading prohibitions and reporting requirements vary depending on your Access Person “designation,” meaning Advisor Access Person, Fund Access Person, or Investment Access Person. To learn the Access Person designation that applies to your role, visit Appendix A. Note further that, regardless of your designation, the Compliance Department has the authority, with appropriate notice to you, to apply to you any or all of the trading restrictions within this policy

 

oHousehold or Family Members – Certain aspects of this policy apply not only to you but to your Household or Family Members, as well. Why? Doing so is required by applicable law and regulations in many jurisdictions. It is also consistent with industry best practices and helps Vanguard ensure we are effectively monitoring and guarding against conflicts of interest and other issues. See Section 4, below, for the definition of Household or Family Members in the region where you work.

 

Non-Access Persons are not covered – If the role you are in is not an Access Person role, you do not need to comply with this policy; instead, with regard to your personal investments, you must comply with the Personal Investment Activity Policy for Non-Access Persons (and other applicable policies). Note, however, that in the event a Non-Access Person is a Household or Family Member of an Access Person, then the terms of this policy will apply to the Non-Access Person as a Household or Family Member hereunder and any conflicting terms of this policy will take precedence over the Personal Investment Activity Policy for Non-Access Persons.

 

Associated Persons also have obligations under other policies and documents – For U.S. crew and contingent workers who are deemed to be Associated Persons (to reiterate, not Access Persons, but Associated Persons) under the FINRA Licensing Policy, you have certain obligations under this policy and have additional investment-related obligations under the FINRA Licensing Policy and the Securities Account Reporting Obligations for Associated Persons.

 

Your designation may change – Keep in mind that your Access Person designation may change over time, for instance if you change roles, if there are changes made in your department, or if the Compliance Department determines a designation change is appropriate. You are advised to regularly consult the My Ethics and Compliance Resource Center available on CrewNet to check your designation. 

 

Subsection 2-B – Brokerage Firms You May Use 

 

The terms of Subsection 2-B apply to all Access Person designations.

 

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The following requirements and restrictions on which brokerage firms you may use to hold and transact Reportable Securities apply to you based on whether you are a crew member or contingent worker and where you work:

 

 

U.S. Crew:

Crew who are Access Persons employed in the U.S., and their Household or Family Members (parts (a) and (b) of that defined term only), must maintain and trade all Reportable Securities in a Vanguard Brokerage Account (VBA). This obligation does not apply to any Household or Family Members covered under part (c) of that defined term. See the Defined Terms in Section 4, below, for all definitions.

 

Securities or investments that are not “Reportable Securities” may be held in a brokerage account at the firm of your choice.

 

Employer-sponsored retirement accounts (e.g., 401(k) and 403(b)), 529 college savings plans, and Compliance-approved accounts (e.g., Approved Managed Accounts) may be held in a brokerage account at the firm of your choice. However, if you hold any Reportable Securities through any of those accounts, then such accounts are considered Covered Accounts under this policy and you are required to disclose them to Compliance under Subsection 2-C of this policy.

 

Newly hired U.S. crew who are Access Persons, and their Household or Family Members (parts (a) and (b) of that defined term only), must transfer any existing applicable Reportable Securities to a VBA by submitting a request or other applicable paperwork with Vanguard and each firm at which you have an existing applicable brokerage account within 60 days of your joining Vanguard. Visit Vanguard.com > Personal Investors > Open an Account to transfer assets from another firm to Vanguard. 

 

For a more detailed list of Securities that must be held in a VBA, as well as Securities that may be held elsewhere, visit the Appendices C-F.  

 

Ex-U.S. Crew:

Crew who are Access Persons employed outside the U.S., and their Household or Family Members, may maintain Reportable Securities (as well as Securities or investments that are not Reportable Securities) in a brokerage account or other type of account at the firm of their choice

 

Contingent Workers, Globally

Contingent workers who are Access Persons may maintain Reportable Securities (as well as Securities or investments that are not Reportable Securities) in a brokerage account at the firm of their choice

 

 

Subsection 2-C – Disclosure Obligations 

 

The terms of this Subsection 2-C apply to all Access Person designations and to all Associated Persons.

 

This policy requires the disclosure of a variety of account and holdings information to the Compliance Department for monitoring and oversight. This policy requires (1) an initial disclosure of information, and (2) periodic ongoing disclosures. Even if you do not have any personal brokerage

 

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account holdings or do not trade in Reportable Securities, you are still required to complete the necessary initial and periodic disclosures.

 

1. Initial Disclosure of Accounts and Holdings

 

Within ten (10) calendar days of joining Vanguard, or if applicable within ten (10) calendar days of moving from a Non-Access Person role at Vanguard into an Access Person role, all Access Persons and Associated Persons must disclose the following to Compliance:

 

(a) All Covered Accounts and all Reportable Securities held by you or a Household or Family Member;

 

(b) All Covered Accounts in which you exercise Investment Discretion;

 

(c) All Covered Accounts over which you exercise control (e.g., agent authority (full or limited), trustee, power of attorney authority, etc.);

 

(d) All accounts in which you have, or will acquire, Beneficial Ownership of Securities; and

 

(e) All accounts held by you and any Household or Family Member in which there are college saving plan products (including, in the U.S., 529 plans), annuity products, or other insurance products that, in turn, hold or invest in Vanguard Funds.

 

This includes Brokerage Accounts held at Vanguard, as well as those held at another financial institution. For clarity, you do not need to disclose an account or submit transaction confirmations or statements if the account does not have the ability to hold Securities – for example, a traditional checking, savings, or deposit account with a bank, credit union, or building society for holding cash would not need to be disclosed.

 

This information must be current as of no more than 45 calendar days before joining Vanguard.

 

To make this initial disclosure, you will receive an Initial Certification assignment by email to complete which will include a section to disclose Covered Accounts and all Reportable Securities by including account information in the “Account Attestation” section of the assignment and uploading corresponding account statements via MCO. You must complete and submit the Initial Certification within ten (10) calendar days of receiving it; the failure to do so may be considered a violation of this policy.

 

Note: We use an application called MyComplianceOffice, or MCO, to help manage this policy. You may use MCO to disclose accounts and holdings, and to secure trading permissions, if those obligations apply to you. Visit My Ethics and Compliance Resource Center on CrewNet for resources on how to access and use MCO

 

 

2. Ongoing Disclosure of Accounts, Transactions, and Duplicate Statements

 

After the Initial Disclosure, Access Persons and Associated Persons may need to disclose account and transaction information to Compliance on a periodic basis regarding Covered Accounts and any transactions in Reportable Securities made by you and your Household or Family Members.

 

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Further, if at any time you or a Household or Family Member subsequently:

 

·open, or intend to open, a Covered Account with a financial institution (e.g., broker, dealer, advisor, or any other professional money manager), or
·acquire holdings in Reportable Securities, or
·have a preexisting Covered Account (including a Vanguard Brokerage Account) that becomes associated with you or a Household or Family Member (such as through marriage or inheritance or some other life event),

 

or there becomes an account in which you acquire Beneficial Ownership of Securities, then you must notify Compliance as soon as possible (and in any event within 10 calendar days) and disclose these Covered Accounts and Reportable Securities by listing them and including associated information in the Accounts tab in MCO.

 

For U.S. crew, keep in mind that, as explained in Section 2-B of this policy above, you and your Household or Family Members (parts (a) and (b) of that defined term only) must maintain Reportable Securities in a VBA.

 

What and how to disclose this information:

 

·For VBAs disclosed by U.S. crew as required under this policy, Compliance will receive transaction confirmations automatically. No additional action by you is needed to disclose transactions of Reportable Securities in VBAs you have disclosed.

 

·For Covered Accounts and holdings of Reportable Securities held outside of Vanguard (including in any account that would require disclosure under Section 2-C(1) of this policy), it is your responsibility to ensure that duplicate statements and transaction confirmations are available to or delivered to Compliance:
oBecause Vanguard has file feed contracts in place with many brokerage firms worldwide, for many Covered Accounts you disclose the holdings and transactions information will be sent to Compliance electronically with no additional action needed by you.
oFor Covered Accounts held at firms where Vanguard does not have a file feed in place, you must do the following:
§Contact the firm where your Covered Account is held and take steps to send duplicate statements and daily transaction confirmations (electronic or paper) to Vanguard. You do this often by making Vanguard Compliance an interested party and having duplicate statements and confirmations sent to the third party scanning service Vanguard uses, called “Earth Class Mail” at this address: Vanguard, c/o TerraNua, 9450 SW Gemini Drive #37880, Beaverton, OR, 97008-7105.
§If the firm where your Covered Account is held is not able to send statements and daily transaction confirmations (electronic or paper) to Vanguard, you are required to scan and upload copies into the Trading Documents folder in MCO immediately after you receive them, unless you receive an exemption from this requirement from Compliance. You must ensure the documents you upload clearly show the firm/institution at which the account is held, the account number or ID, the account owner, and the account type.

 

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·If Compliance does not receive the information automatically via a file feed, you will receive email notifications on a calendar quarterly basis to complete a Quarterly Securities Transaction Report and thereby disclose Covered Accounts and Reportable Securities, via MCO. You must complete and submit that assignment within 30 calendar days; the failure to do so may be considered a violation of this policy.
·On an annual basis (usually in January or February), you will receive an assignment from Compliance in which you must certify, among other things, that all Covered Accounts and Reportable Securities are recorded accurately in MCO.

 

3.  Additional notes related to disclosures under this policy: 

 

·For clarity, you do not need to disclose an account or submit transaction confirmations or statements if the account does not have the ability to hold Securities (for example, a traditional checking, savings, or deposit account with a bank, credit union, or building society for holding cash would not need to be disclosed). 
·As stated above, U.S. crew and contingent workers who are Associated Persons are also required to comply with and are subject to the FINRA Licensing Policy and Securities Account Reporting Obligations. 
·The Compliance Department will keep personal trading information confidential, but please note that such information may be accessible to authorized personnel within Compliance and may be reported to or summarized for senior management, HR, or the OGC for investigative purposes. Applicable records may also be provided to internal or external auditors and/or to any regulator if required. All ex-U.S. crew and contingent workers are required to sign a data consent / data privacy notice.
·Please note that crew and contingent workers in Australia are required to disclose all transactions in VIA funds in MCO in the same manner as is required for Reportable Securities.

 

Subsection 2-D – Investment and Trading Restrictions 

 

This Subsection 2-D contains three segments: 

 

Segment 2-D-1 applies to all Access Person designations.

 

Segment 2-D-2 has terms and requirements that differ based on your Access Person designation.

 

oSegment 2-D-2(a): Advisor Access Person requirements
oSegment 2-D-2(b): Fund Access Person requirements
oSegment 2-D-2(c): Investment Access Person requirements

 

Segment 2-D-3 explains how to seek and abide by preclearance requirements, if applicable to your activity.

 

Segment 2-D-1: Rules and Limitations applicable to all Access Person designations

 

The terms of this Segment 2-D-1 apply to all Access Person designations.

 

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(a)General Obligations

 

i)Comply with the law:

 

(1)You must comply with all applicable securities-related rules and laws.
(2)You may not engage in conduct that is deceitful, fraudulent, or manipulative, or that involves false or misleading statements, in connection with the purchase or sale of a Security by a Vanguard Fund or Vanguard Client account or otherwise.
(3)You may not intentionally, recklessly, or negligently circulate false information or rumors that may affect the securities markets or may be perceived as market manipulation.

 

ii)Use of Information:

 

(1)You may not take personal advantage of knowledge of recent, impending, or planned Securities activities of the Vanguard Funds or their investment advisors or any Vanguard Client. You are prohibited from purchasing or selling—directly or indirectly—any Security or Related Security when you know that the Security is being purchased or sold, or considered for purchase or sale, by a Vanguard Fund (with the exception of an index fund) or by a Vanguard Client.
(2)You are subject to and must comply with the Insider Trading Policy and/or any similar policy of the Vanguard affiliate or region for which you work. Each of these policies is considered an integral part of your obligations under this policy. Each policy prohibits you from buying or selling any Security while in possession of material, nonpublic information about the issuer of the Security. The policies also prohibit you from communicating any nonpublic information about any Security or issuer of Securities to third parties.
(3)You must comply with the Confidential Information Policy, including that you may not share information with any third party about any planned, upcoming, or recently executed trading activity by any Vanguard Fund or Vanguard Client unless such information is publicly available through no action by you.

 

iii)Fund policies and excessive trading:

 

(1)When purchasing, exchanging, or redeeming shares of a Vanguard Fund, you must adhere to the policies and standards set forth in the fund’s prospectus, or offering document, including policies on market-timing and frequent trading.
(2)Excessive trading in Covered Accounts is strongly discouraged. The Compliance Department reserves the right to monitor trading across all of your Covered Accounts, and may conduct scrutiny of any trades in your Covered Accounts where such trading may appear excessive in nature (including, but not limited to, if the number of trades is so frequent as to potentially impact your ability to carry out your assigned responsibilities or the trades involve positions that are disproportionate to your net assets). If Compliance in its sole discretion determines you have engaged in excessive trading, then Compliance may limit the number of trades allowed in your Covered Accounts during a given period. This Section 2-D-1(a)(iii)(2) does not apply to transactions in an Approved Managed Account.

 

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iv)Beneficial ownership and discretion:

 

(1)The terms and restrictions of this policy apply to all Securities in which you have acquired or will acquire Beneficial Ownership.
(2)You must comply with these investment and trading restrictions with respect to any account you own as well as any account over which you have Investment Discretion or in which you have the authority to transact.

 

v)No circumventionYou are not permitted to assist, aid, or enable any other person in doing anything that you are prohibited from doing under this policy.

 

vi)Waivers:

 

(1)The Chief Compliance Officer may grant exceptions to this policy, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that (1) the proposed conduct involves no opportunity for abuse, (2) the proposed conduct does not conflict with Vanguard’s interests, and (3) not granting an exception would result in an unfair or unjust outcome.
(2)The Chief Compliance Officer may waive the applicability of this policy for a contingent worker if the policy’s requirements are covered through the applicable service provider’s contract with Vanguard.

 

 

(b)Rules regarding specific investments or investment types:

 

i)Use of derivatives:

 

(1)You and your Household or Family Members may not use a derivative to avoid or circumvent a rule or requirement set forth in this policy. If something is prohibited by these rules, then it is also against these rules to effectively accomplish the same thing by using a derivative. This includes futures, options, and other types of derivatives.
(2)You and your Household or Family Members are permitted to trade futures or options on commodities.

 

ii)IPOs and ICOs:

 

(1)You and your Household or Family Members are prohibited from acquiring Securities in an Initial Public Offering (IPO) or Secondary Offering.
(2)You and your Household or Family Members are prohibited from participating in an Initial Coin Offering (ICO).

 

iii)Private Placements:

 

(1)You and your Household or Family Members are not permitted to invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance.
(2)You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment.

 

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(3)Approval by Compliance may be granted or denied after a review of the facts and circumstances, including whether:
·An investment in the securities is likely to result in future conflicts with Vanguard Client accounts.
·You are being offered the opportunity due to your employment at, or association with, Vanguard.
(4)If you or your Household or Family Members receive approval to purchase Securities in a Private Placement, you must immediately inform Compliance if that Security goes to public offer or is pending listing on an exchange.
(5)To initiate the process for obtaining preclearance of a Private Placement, complete the Outside Business Activity request form (the form for U.S. crew is in LARS, and for ex-U.S. crew is in MCO).

 

iv)  SPACs – You and your Household or Family Members are prohibited from acquiring a SPAC at any stage of its lifecycle (i.e., pre-IPO, IPO, pre-merger, post-merger).

 

v)  Short-Selling – You are prohibited from selling short any Security that you do not own or from otherwise engaging in short-selling activities.

 

vi)  Limit Orders – Same-day limit orders are permitted; however, good 'til cancelled orders (such as limit orders that stay open over the course of multiple trading days until a security reaches a specified market price) are not permitted.

 

vii) Digital Currencies and Related Investments – Refer to the Trading and Reporting Requirements for Digital Currency Investments and Activities for details on which digital currency account and product types are permitted, and what must be disclosed, under this policy.

 

(c)Short term trading in a Vanguard Fund (other than Vanguard ETFs): 

 

i)    Compliance may monitor trading in Vanguard Funds, other than Vanguard ETFs, and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a “short-term trade”). You may be required to relinquish to Vanguard any profit made on a short-term trade and will be subject to disciplinary action if Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by you or your Household or Family Members. For purposes of this paragraph:

 

(1)A redemption includes a redemption by any means, including an exchange out of a Vanguard Fund.
(2)This policy does not cover purchases and redemptions/sales (i) into or out of Vanguard money market funds, Vanguard short-term bond funds, or (ii) through an Automatic Investment Program.

 

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ii)  Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.

 

Segment 2-D-2: Specific Limitations and Prohibitions that Apply Based on Access Person Designation

 

The terms and requirements of this Segment 2-D-2 are in addition to the terms and requirement of Segment 2-D-1, and you must comply with the portions of this Segment 2-D-2 that apply to your Access Person designation. Note, an Access Person designation can apply to crew members or contingent workers.

 

Segment 2-D-2(a): Advisor Access Person requirements

 

The following terms and requirements apply to Advisor Access Persons only and are in addition to the terms and requirements of Segment 2-D-1:

 

Securities transactions for which you must obtain preclearance (meaning, approval from Compliance before transacting)

None. You are not required to obtain preclearance of any Covered Securities transactions by you or your Household or Family Members, except Private Placements as described above.

Prohibited Securities transactions

In addition to Segment 2-D-1, you are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:

 

·    Short-Term Trading. You are prohibited from purchasing and then selling any Covered Security at a profit, as well as selling and then repurchasing a Covered Security at a lower price, within 60 calendar days. A last-in/first-out accounting methodology will be applied to a series of Security purchases when applying this rule. (Note, as stated, this is based on last-in/first-out accounting regardless of how you placed the trade or plan to report it for tax purposes.) If you realize profits on short-term trades, you will be required to relinquish the profits to Vanguard (exclusive of commissions). In addition, the trade will be recorded as a violation of this policy. For example: you would not be permitted to sell a Covered Security at $12 that you purchased within the prior 60 days for $10. Similarly, you would not be permitted to purchase a Covered Security at $10 that you had sold within the prior 60 days for $12.

 

·    Short-term trading on options. You may hold options on a Covered Security until you exercise the options or the options expire. However, you may not otherwise close any open positions within 60 calendar days. If you realize profits on such short-term trades, you must relinquish such profits to Vanguard (exclusive of commissions). In addition, the trade will be recorded as a violation of this policy. Note: These types of transactions can have unintended consequences.

 

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For example, your call option could be assigned, causing the underlying Security to be called away within sixty (60) calendar days following the purchase of the Covered Security.

 

  Visit the Appendix C for a table summarizing the trading and reporting requirements for Advisor Access Persons.

 

Segment 2-D-2(b): Fund Access Person requirements 

 

The following terms and requirements apply to Fund Access Persons only and are in addition to the terms and requirements of Segment 2-D-1:

 

Securities transactions for which you must obtain preclearance (meaning, approval from Compliance before transacting)

Yes, you must obtain, for yourself and on behalf of your Household or Family Members, preclearance for any transaction of a Covered Security by you or any Household or Family Member.

 

See Segment 2-D-3, below, for instructions on how to seek preclearance.

Securities transactions that do not require preclearance

You are not required to obtain preclearance for the following:

 

·     Purchases or sales of Vanguard Funds.

·     Purchases or sales where the person requesting preclearance has no direct or indirect influence or control over the account (e.g., you have a trust in your name but you are not the trustee who places the transaction, provided you have granted Investment Discretion to the trustee and there has been no prior communication between you and the trustee regarding the transaction).

·    Corporate actions in Covered Securities such as stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions.

·     Purchases or sales made as a part of an Automatic Investment Program.

·     Purchases effected upon the exercise of Rights which were issued by an issuer pro rata to all holders of a class of its Securities, to the extent such Rights were acquired from such issuer.

·    Acquisitions of Covered Securities through gifts or bequests.

 

Visit the Appendix D for a table summarizing the trading and reporting requirements for Fund Access Persons.

Is preclearance required for trades in an Approved Managed Account?

No, you are not required to seek preclearance of a transaction in a Covered Security in an Approved Managed Account so long as you have no prior communication with the portfolio manager of that account in connection with that transaction.

 

Note, Vanguard PAS accounts generally do not qualify as Approved Managed Accounts because PAS account owners generally retain some level of investment discretion. Further, any

 

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  trades of Covered Securities in a PAS account must be precleared under this policy.

“Blackout period” restrictions that may apply to personal trading in Covered Securities

You may be subject to certain restrictions if you purchase or sell a Covered Security within seven (7) days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the “blackout period”).

 

Purchasing or selling before a Vanguard Fund:

 

·     If you purchase a Covered Security within seven days before a Vanguard Fund purchases the same Covered Security or a Related Security, you may be required to hold the Covered Security for 6 months before being permitted to sell the Covered Security for a profit.

·     If you sell a Covered Security within seven days before a Vanguard Fund sells the same Covered Security or a Related Security, you may be required to relinquish to Vanguard any profits earned from your sale of the Covered Security (exclusive of commissions), where profits are calculated based on the price that the Vanguard Fund received for selling the Covered Security or a Related Security. Note: Compliance will review your sale to determine if the relinquishment is required. This decision will be based on several factors, such as your role, access to fund trades, and the Covered Security sold.

 

Purchasing or selling after a Vanguard Fund:

 

·     In general, you will not receive preclearance to purchase a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this policy and must immediately sell the Covered Security and relinquish all profits received from the sale to Vanguard (exclusive of commissions).

·     In general, you will not receive preclearance to sell a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this policy and must relinquish to Vanguard the difference (exclusive of commissions) between the sale price you received and the Vanguard Fund's sale price (as long as your sales price is higher), multiplied by the number of shares you sold.

 

In addition to these restrictions, local law may dictate the extent to which any gains must be relinquished.

 

Compliance may exempt from these restrictions certain trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).

 

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The blackout period restrictions set forth above will not apply to a Fund Access Person’s sale of stock of any issuer which has a market capitalization that exceeds US$5 billion (or local currency equivalent), provided that the total value of any sales of the Security by the Fund Access Person do not exceed US$10,000 (or local currency equivalent) in any 30-day rolling period. Sales of securities of issuers with market capitalizations below US$5 billion, or that exceed US$10,000 in any 30-day rolling period, will continue to be subject to the blackout periods unless Compliance grants a waiver.

 

Compliance may waive the blackout period as it applies to the sale of a Covered Security if the Chief Compliance Officer determines its application creates a significant hardship to you (e.g., you need cash for a home purchase or to cover a major medical expense) and, in the opinion of the Chief Compliance Officer, satisfies the requirements for a waiver in the Waivers paragraph of Segment 2-D-1, above. Request and complete a Hardship Waiver Request Form. 

Prohibited Securities transactions

In addition to Segment 2-D-1, you are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:

 

·     Futures and Options. You are prohibited from entering into, acquiring, or selling any Futures contract (including single stock futures) or any Option on any Security (including Options on ETFs, Digital Utility Tokens, Digital Security Tokens, and Digital Currencies).

 

·    Short-Term Trading. You are prohibited from purchasing and then selling any Covered Security at a profit, as well as selling and then repurchasing a Covered Security at a lower price, within 60 calendar days. A last-in/first-out accounting methodology will be applied to a series of Security purchases when applying this rule. (Note, as stated, this is based on last-in/first-out accounting regardless of how you placed the trade or plan to report it for tax purposes.) If you realize profits on short-term trades, you will be required to relinquish the profits to Vanguard (exclusive of commissions). In addition, the trade will be recorded as a violation of this policy. Example: You are not permitted to sell a security at $12 that you purchased within the prior 60 days for $10. Similarly, you are not permitted to purchase a security at $10 that you sold within the prior 60 days for $12.

 

·    Spread Bets. You are prohibited from participating in Spread Betting on Securities, indexes, interest rates, currencies, or commodities.

 

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Segment 2-D-2(c): Investment Access Person requirements 

 

The following terms and requirements apply to Investment Access Persons only and are in addition to the terms and requirements of Segment 2-D-1:

 

Securities transactions for which you must obtain preclearance (meaning, approval from Compliance before transacting)

Yes, you must obtain, for yourself and on behalf of your Household or Family Members, preclearance for any transaction of (i) a Covered Security, or (ii) a Vanguard ETF, by you or any Household or Family Member.

 

See Segment 2-D-3, below, for instructions on how to seek preclearance.

 

Securities transactions that do not require preclearance

You are not required to obtain preclearance for the following:

 

·        Purchases or sales of Vanguard Funds. (Reminder: The purchase or sale of Vanguard ETFs does require preclearance.)

·        Purchases or sales where the person requesting preclearance has no direct or indirect influence or control over the Covered Security (e.g., you have a trust in your name but you are not the trustee who places the transaction, provided you have granted Investment Discretion to the trustee and there has been no prior communication between you and the trustee regarding the transaction).

·        Corporate actions in Covered Securities such as stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions.

·        Purchases or sales made as a part of an Automatic Investment Program.

·        Purchases effected upon the exercise of Rights which were issued by an issuer pro rata to all holders of a class of its Securities, to the extent such Rights were acquired from such issuer.

·        Acquisitions of Covered Securities through gifts or bequests.

 

Visit the Appendix for a table summarizing the trading and reporting requirements for Investment Access Persons. 

 

Is preclearance required for trades in an Approved Managed Account?

No, you are not required to seek preclearance of a transaction in a Covered Security in an Approved Managed Account so long as you have no prior communication with the portfolio manager of that account in connection with that transaction.

 

Note, Vanguard PAS accounts generally do not qualify as Approved Managed Accounts because PAS account owners generally retain some level of investment discretion. Further, any trades of Covered Securities (but not trades of Vanguard ETFs) in a PAS account must be precleared under this policy. 

 

 

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“Blackout period” restrictions that may apply to personal trading in Covered Securities

You may be subject to certain restrictions if you purchase or sell a Covered Security within seven (7) days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the “blackout period”).

 

Purchasing or selling before a Vanguard Fund:

 

·        If you purchase a Covered Security within seven days before a Vanguard Fund purchases the same Covered Security or a Related Security, you may be required to hold the Covered Security for 6 months before being permitted to sell the Covered Security for a profit.

·        If you sell a Covered Security within seven days before a Vanguard Fund sells the same Covered Security or a Related Security, you may be required to relinquish to Vanguard any profits earned from your sale of the Covered Security (exclusive of commissions), where profits are calculated based on the price that the Vanguard Fund received for selling the Covered Security or a Related Security.

 

Purchasing or selling after a Vanguard Fund:

 

·        In general, you will not receive preclearance to purchase a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this policy and must immediately sell the Covered Security and relinquish all profits received from the sale to Vanguard (exclusive of commissions).

·        In general, you will not receive preclearance to sell a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this policy and must relinquish to Vanguard the difference (exclusive of commissions) between the sale price you received and the Vanguard Fund’s sale price (as long as your sales price is higher), multiplied by the number of shares you sold.

 

In addition to these restrictions, local law may dictate the extent to which any gains must be relinquished.

 

Compliance may exempt from these restrictions certain trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).

 

Compliance may waive the blackout period as it applies to the sale of a Covered Security if the Chief Compliance Officer determines its application creates a significant hardship to you (e.g., you need cash for a home purchase or to cover a major medical expense) and, in the opinion of the Chief Compliance Officer, satisfies the requirements for a waiver in the Waivers

 

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paragraph of Segment D-1, above. Request and complete a Hardship Waiver Request Form.

 

Prohibited Securities transactions 

In addition to Segment 2-D-1, you are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:

 

Futures and Options. You are prohibited from entering into, acquiring, or selling any Futures contract (including single stock futures) or any Option on any Security (including Options on ETFs, Digital Utility Tokens, Digital Security Tokens, and Digital Currencies).

 

Short-Term Trading. You are prohibited from purchasing and then selling any Covered Security or a Vanguard ETF at a profit, as well as selling and then repurchasing a Covered Security or a Vanguard ETF at a lower price, within 60 calendar days. A last-in/first-out accounting methodology will be applied to a series of Security purchases when applying this rule. (Note, as stated, this is based on last-in/first-out accounting regardless of how you placed the trade or plan to report it for tax purposes.) If you realize profits on short-term trades, you will be required to relinquish the profits to Vanguard (exclusive of commissions). In addition, the trade will be recorded as a violation of this policy. Example: You are not permitted to sell a security at $12 that you purchased within the prior 60 days for $10. Similarly, you are not permitted to purchase a security at $10 that you sold within the prior 60 days for $12.

 

Spread Bets. You are prohibited from participating in Spread Betting on Securities, indexes, interest rates, currencies, or commodities.

 

 

Segment 2-D-3:  How to Seek and Abide by Preclearance Requirements 

 

If you are required to obtain preclearance of any trade or transaction under this policy, then the terms of this Segment 2-D-3 apply to that trade or transaction.

 

Preclearance representations.

 

By seeking preclearance, you will be deemed to be advising and representing to Compliance that you:

 

·Do not possess any material, nonpublic information relating to the security.
·Do not use knowledge of any proposed trade or investment program relating to the Vanguard Funds for personal benefit.
·Believe the proposed trade is available to any market participant on the same terms.

 

How do I obtain preclearance?

 

Preclearance must be obtained via the “Personal Trade Pre-Clearance” path in MCO. Once the required information is submitted, your preclearance request will usually be approved or denied

 

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immediately. Transactions in Covered Securities (including, for Investment Access Persons, transactions in Vanguard ETFs) may not be executed before you receive approval.

 

As a reminder, preclearance of Private Placements is addressed in Segment 2-D-1 of this policy, above.

 

Attempting to gain approval after the transaction has occurred is not permitted. Completing a personal trade before receiving approval or after the approval window expires constitutes a violation of this policy. See Section 3 of this policy for more information regarding the sanctions that may be imposed as a result of a violation.

 

How long is my preclearance approval valid?

 

In the U.S.: Preclearance approval will expire at the end of the trading day on which it is issued (e.g., if you receive approval for a trade on Monday, it is effective until the market closes on that Monday).  Preclearance for permitted limit orders is good for transactions on the same day that approval is granted only.  If you receive approval for a limit order, it must be executed or expire at the close of regular trading on the same business day for which approval was granted.  If you wish to execute the limit order after the close of regular trading on the day you received approval, you must submit a new preclearance request for the day you wish to execute the trade.

 

Outside the U.S.: If you receive approval, transactions must be executed no later than the end of trading on the next business day after the preclearance is granted. If the transaction is not placed within that time, you must submit a new request for approval before placing the transaction. If you preclear a limit order, that limit order must either be executed or expire at the end of the next business day. If you want to execute the order after the next business day period expires, you must resubmit your preclearance request. 

 

Section 3 – Penalties and Sanctions 

 

How we enforce this policy 

 

The Compliance Department regularly reviews the forms, reports, and other information it receives. If these reviews turn up information that is incomplete, questionable, or potentially in violation of this policy, the Compliance Department will investigate the matter and may contact you. If it is determined that you or any of your Household or Family Members have violated this policy, the Compliance Department or another appropriate party may take action.

 

Violations 

 

If the Compliance Department determines that there has been a violation, you may be subject to penalties and sanctions as described in this policy and otherwise as described in the Disciplinary Action Policy and, for crew and contingent workers in Australia, the Managing Misconduct Policy. The Compliance Department will generally utilize a rolling 24-month period when evaluating whether and how to sanction a violation. Any violation of this policy may result in disciplinary action up to and including termination of employment.

 

Vanguard takes all policy violations seriously and at times provides the Vanguard Funds’ board with a summary of actions taken in response to material violations of this policy and other policies. You should be aware that other securities laws and regulations not addressed by this policy may also apply to you, depending upon your role at Vanguard.

 

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Exceptions 

 

The Chief Compliance Officer or designee retains the discretion to interpret and grant exceptions to this policy and to decide how the rules apply to any given situation for the purpose of protecting the funds and being consistent with the general principles of this policy and the Code of Ethical Conduct.

 

In cases where exceptions to this policy are noted and you may qualify for them, you need to get prior written approval from the Compliance Department. If you believe that you have a situation that warrants an exception that is not discussed in this policy, you may submit a written request to the Compliance Department, which will consider your request and notify you of the outcome.

 

Section 4 – Defined Terms 

 

The following definitions apply throughout this policy:

 

Access Person Any person designated as an Investment Access Person, Fund Access Person, or Advisor Access Person.
Approved Managed Account An investment account where (i) the account is owned by an investor and overseen by a hired professional money manager, (ii) the investor has no trading discretion on the account, and (iii) Compliance has approved it as an Approved Managed Account.
Associated Person Any person who conducts securities business on behalf of Vanguard Marketing Corporation (VMC). This includes all FINRA-licensed contingent workers, as well as non-licensed contingent workers who perform certain operational and administrative functions for VMC.
Automatic Investment Program  A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) Investment accounts, according to a predetermined schedule and allocation. An Automatic Investment Program includes a dividend reinvestment plan.
Bankers’ Acceptance A time draft drawn on a commercial bank by a borrower usually in connection with an international commercial transaction. Bankers’ Acceptances are usually guaranteed by the bank.
Beneficial Ownership

The opportunity to directly or indirectly—through any contract, arrangement, understanding, relationship, or otherwise—share at any time in any economic interest or profit derived from an ownership of or a transaction in a Security. For clarity, what you are deemed to have Beneficial Ownership of includes the following:

 

·        Any Security owned individually by you.

·        Any Security owned by a Household or Family Member.

·        Any Security owned in joint tenancy, as tenants in common, or in other joint ownership arrangements.

·        Any Security in which a Household or Family Member has Beneficial Ownership if the Security is held in a Covered Account over which you have decision making authority (for example, you act as a trustee, executor, or guardian or you provide Investment advice).

·        Your interest as a general partner or manager/member in Securities held by a general or limited partnership or limited liability company.

 

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·        Your interest as a member of an Investment club or an organization that is formed for the purpose of investing in a pool of monies or Securities.

·        Your ownership of Securities as a trustee of a trust in which either you or a Household or Family Member has a vested interest in the principal or income of the trust or your ownership of a vested interest in a trust.

·        Securities owned by a corporation which is directly or indirectly controlled by, or under common control with, such person.

Bond  A debt obligation issued by a corporation, government, or government agency that entails repayment of the principal amount of the obligation at a future date, usually with interest.
Certificate  In Germany, a right or obligation issued by a bank where the payout profile or benefit of ownership depends upon or is tied to the performance of an agreed-upon underlying asset or security. 
Certificate of Deposit (CD)  An insured, interest-bearing deposit at a bank that requires the depositor to keep the money invested for a specified period.
Commercial Paper A promissory note issued by a large company in need of short-term financing.
Covered Account Any Vanguard Fund account, any brokerage account, and any other type of account that holds, or is capable of holding, Reportable Securities.
Covered Security

Any Security (including through an IPO), but not including any:

 

·         Direct Obligations of a Government;

·         Bankers' Acceptances, Certificates of Deposit (CD), Commercial Paper, and High-Quality Short-Term Debt Instruments, including Repurchase Agreements;

·         Shares issued by Open-End Funds (although for European subsidiaries, this is limited to UCITS schemes, a non-UCITS retail scheme, or another fund subject to supervision under the law of an European Economic Area (EEA) state which is an index fund or which requires an equivalent level of risk spreading in their assets);

·         Life policies;

·         ETFs;

·         ETNs; or

·         Digital Currencies.

Debenture An unsecured debt obligation backed only by the general credit of the borrower.
Digital Currency A digital asset that: (1) serves solely as a store of value, a medium of exchange, or a unit of account; (2) is not issued or guaranteed by any jurisdiction, central bank, or public authority; (3) relies on algorithmic techniques to regulate the generation of new units of the digital asset; and (4) has transactions involving the digital asset recorded on a decentralized network or distributed ledger (e.g., blockchain). Common examples of a Digital Currency are Bitcoin and Ether. A Digital Currency is distinguishable from a Digital Security Token or a Digital Utility Token.
Digital Security Token

Any digital asset that is not a Digital Currency or Digital Utility Token. In general, a Digital Security Token may: (1) derive its value primarily from, or represent an interest in, a separate asset or pool of assets; or (2) represent an interest in an enterprise or venture. A Digital Security Token may provide owners or holders with voting rights, rights to distributions, or other rights associated with ownership. Digital Security

 

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Tokens are generally held for speculative investment purposes and not to provide holders with access to a particular network, product, or service. Digital Security Tokens, like other investments, are generally not used as a medium of exchange.

Note, whether or not an asset is a Digital Security Token depends on specific facts and circumstances. Merely referring to an asset as a Digital Currency or Digital Utility Token does not prevent the asset from being a Digital Security Token. Furthermore, an asset may be a Digital Security Token even if it has some purported utility. Please contact Compliance if you have any questions regarding whether an asset is a Digital Security Token.

Digital Utility Token  A digital asset that (1) provides access to a particular network, product, or service; (2) derives its value primarily from providing access to a particular network, product, or service; and (3) does not function as a Digital Currency or Digital Security Token. 
Direct Obligation of a Government  A debt that is backed by the full taxing power of any government. These Securities are generally considered to be of the very highest quality. 
ETF or Exchange-Traded Fund  An investment with characteristics of both mutual funds and individual stocks. Many ETFs track an index, a commodity, or a basket of assets. Unlike mutual funds, ETFs can be traded throughout the day. ETFs often have lower expense ratios but must be purchased and sold through a broker, which means you may incur commissions.
ETN or Exchange-Traded Note  A senior, unsecured, unsubordinated debt Security issued by a financial institution, whose returns are based on the performance of an underlying index and backed only by the credit of the issuer. ETNs have a maturity date, but typically pay no periodic coupon interest and offer no principal protection. At maturity an ETN investor receives a cash payment linked to the performance of the corresponding index, less fees.
Futures / Futures Contract  A contract to buy or sell specific amounts of a commodity or financial instrument (such as grain, a currency, including foreign currencies and Digital Currencies (e.g., Bitcoin), a Digital Security Token, or an index) for an agreed-upon price at a certain time in the future. Sometimes the arrangements in a contract prescribe that settlements are made through cash payments, rather than the delivery of physical goods or Securities; this is called Contract for Difference.
High-Quality Short-Term Debt Instrument  An instrument that has a maturity at issuance of less than 366 days and is rated in one of the two highest ratings categories by a nationally recognized statistical rating organization, or an instrument that is unrated but determined by Vanguard to be of comparable quality.
Household or Family Member (U.S., Australia, Canada, China, Hong Kong, and Mexico) 

For the U.S., Australia, Canada, China, Hong Kong, and Mexico regions, the term “Household or Family Member” includes:

 

a)     Your spouse or domestic partner (an unrelated adult with whom you share your home and contribute to each other's support);

b)     Any child of yours or of your spouse or domestic partner, provided that the child resides in the same household as or is financially dependent upon you; or

c)     Any other individual over whose accounts you have control (e.g., agent authority (full or limited), trustee, power of attorney authority) and to whose financial support you materially contribute.

 

 

Page 24 of 37

 

 

 

 

  For purposes of parts (a) and (b) of this definition, those persons may not be deemed Household or Family Members under this policy if you demonstrate, to the satisfaction of the Compliance Department, that you derive no economic benefit from, and exercise no control over, that person’s accounts.
Household or Family Member (Europe)  For Europe crew members, the term “Household or Family Member” includes your spouse, domestic partner (an unrelated adult with whom you share your home and contribute to each other's support), and minor children, as well as relatives whether by blood, adoption, or marriage (e.g., children, grandchildren, siblings, parents, parents-in-law, stepchildren) residing in the same household for at least one year prior to the date of the personal transaction.
Initial Coin Offering (ICO)  An initial offer or sale of Digital Currencies or Digital Security Tokens. Note, whether or not an offering is an ICO depends on specific facts and circumstances. Please contact Compliance before participating in an initial offering of a Digital Currency, Digital Security Token, or Digital Utility Token
Initial Public Offering (IPO)  A corporation's first offering of common stock to the public.
Investment Contract  Any contract, transaction, or scheme whereby a person invests money in a common enterprise and is led to expect profits solely from the efforts of the promoter or third party.
Investment Discretion  The authority an individual may exercise, with respect to investment control or trading discretion, on another person's account (e.g., executor, trustee, power of attorney).
Non-Access Person  Any person in a role that has not been designated as an Access Person role.
Note  A financial security that generally has a longer term than a bill, but a shorter term than a Bond. However, the duration of a note can vary significantly and may not always fall neatly into this categorization. Notes are similar to Bonds in that they are sold at, above, or below face (par) value; make regular interest payments; and have a specified term until maturity.
Open-End Fund  A mutual fund that has an unlimited number of shares available for purchase.
Option  The right, but not the obligation, to buy (for a call option) or sell (for a put option) a specific amount of a given stock, commodity, currency, including foreign currencies and Digital Currencies (e.g., Bitcoin), index, or debt, at a specified price (the strike price) during a specified period or on one particular date.
Private Placement  A Security that is not registered or required to be registered under applicable securities laws. Private Placements are generally sold to a relatively small number of select investors (as opposed to a public issue, in which Securities are made available for sale on the open market) in order to raise capital. Private Placements may include, among others, interests in hedge funds (including limited partnership interests) and shares of private companies. Investors in Private Placements are usually banks, mutual funds, insurance companies, pension funds, hedge funds, and high net worth individuals. Private Placements are typically held or maintained outside of Vanguard.
Related Security  Any Security or instrument that provides economic exposure to the same company or entity—provided, however, that equity instruments will

 

Page 25 of 37

 

 

 

 

  generally not be considered related to fixed income instruments (other than convertible Bonds) and vice versa. For example, all of the following instruments would be related to the common Stock of Company X: Options, Futures, Rights, and Warrants on Company X common Stock; preferred Stock issued by Company X; and Bonds convertible into Company X common Stock. Similarly, different Bonds issued by Company X would be related to one another.
Reportable Security  Any Covered Security, ETF, ETN, or Digital Security Token.
Repurchase Agreement  An arrangement by which the seller of an asset agrees, at the time of the sale, to buy back the asset at a specific price and, typically, on a given date (normally the next day).
Right  A Security giving stockholders entitlement to purchase new shares issued by the corporation issuer at a predetermined price (normally at a discount to the current market price) in proportion to the number of shares already owned. Rights are issued only for a short period of time, after which they expire.
Secondary Offering  The sale of new or closely held shares by a company that has already made an Initial Public Offering.
Security  Any Stock, Bond, money market instrument, Note, evidence of indebtedness, Debenture, Warrant, Option, Right, Investment Contract, ETF, ETN, Digital Currency that has been deemed to be a security by the US Securities and Exchange Commission, Certificate, or any other investment or interest commonly known as a Security.
SPAC (Special Purpose Acquisition Company)  A shell company or company with no commercial operations that is formed strictly to raise capital through an Initial Public Offering (IPO) for the purpose of acquiring an existing company.
Spread Betting  A way of trading that enables you to profit from movements in a wide range of markets from Securities to currencies, including foreign currencies and Digital Currencies, Digital Security Tokens, commodities, and interest rates. Spread betting allows you to trade on whether the price quoted for these financial instruments will go up or down.
Stock  A Security that represents part ownership, or equity, in a corporation. Each share of stock is a proportional stake in the corporation's assets and profits, some of which could be paid out as dividends.
UCITS (Undertakings for the Collective Investment of Transferable Securities)  A regulatory framework of the European Commission that creates a harmonized regime throughout Europe for the management and sale of mutual funds. UCITS funds can be registered in Europe and sold to investors worldwide using unified regulatory and investor protection requirements.
Vanguard Client  The clients of VGI, or any of the International Subsidiaries, and investors in the Vanguard Funds, including the Vanguard Funds themselves.
Vanguard Fund  Vanguard mutual funds, Vanguard managed funds, Vanguard UCITS funds, Vanguard ETFs, and any other accounts sponsored or managed by Vanguard. This includes, but is not limited to, separately managed accounts and collective trusts.
Warrant  An entitlement to purchase a certain amount of common Stock at a set price (usually higher than the current price) during an extended period of time. Usually issued with a fixed-income security to enhance its marketability, a Warrant can be transferred, traded, or exercised by the holder.

 

Page 26 of 37

 

 

 

 

Policy Compliance 

 

Questions regarding this policy may be submitted to Code_of_Ethics@vanguard.com.

 

Please be aware of and comply with any supplemental policies that may apply to your role, department, or geographic region. Check with your manager for more information.

 

If you believe you may have breached this policy, you should immediately report it to your manager, notify the policy contact for your region, and work with them to take swift corrective action. Alternatively, you may report concerns regarding this policy via the Anonymous Reporting channel that Vanguard has arranged for your region. You are expected to cooperate with any research or investigation into conduct regarding this policy. 

 

The Compliance Department is the owner of this policy. Any violations or potential violations of this policy may be investigated by the Compliance Department, and if it is determined that there has been a violation, you may be subject to penalties and sanctions as described in the Disciplinary Action Policy and, for crew and contingent workers in Australia, the Managing Misconduct Policy. Any violation of this policy may result in disciplinary action up to and including termination of employment. 

 

Refer to the Policy Disclaimer Statement for more information. 

 

Page 27 of 37

 

 

 

 

 

Appendix

 

 

Appendix A

Am I an Access Person, and if so, which Access Person “designation” applies?

 

Appendix B

What accounts must be disclosed?

 

Appendix C

Trading and Reporting Requirements for Advisor Access Persons

 

Appendix D

Trading and Reporting Requirements for Fund Access Persons

 

Appendix E

Trading and Reporting Requirements for Fund Access Persons

 

Appendices Endnotes

Clarifications and explanations to the content within the appendices

 

Page 28 of 37

 

 

 

 

APPENDIX A

Am I an Access Person, and if so, which Access Person “designation” applies?

 

To determine if you are designated as an Access Person, review your offer letter for specifics. If you are unsure, ask your recruiter to confirm for you which designation you fall under. They can look up your designation by referencing our internal Access Person Code of Conduct policy. Your designation will be one of the following:

 

1.Advisor Access
2.Fund Access
3.Investment Access
4.Non-Access (If this is your designation, this packet does not apply to you.)

 

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APPENDIX B  

What accounts must be disclosed?

 

This list provides a snapshot of what accounts you will need to disclose. Come prepared knowing how to access the statements for these accounts. Please note, this is list is subject to change.

 

Common Account Types Access
Person
disclosure
required?
   

Employer sponsored retirement plans (plan doesn't have the ability to hold Vanguard funds) 

Examples: 401k, 403b, 457b, Employee Stock Options Plan (ESOP), Employee Stock Purchase Plan (ESPP), and pension plans 

No
   

Employer sponsored retirement plans (plan does have the ability to hold Vanguard funds) 

Examples: 401k, 403b, 457b, Employee Stock Options Plan (ESOP), Employee Stock Purchase Plan (ESPP), and pension plans 

Yes
   
529 Plans (plan doesn't have the ability to hold Vanguard funds) No
   
529 plans (plan does have the ability to hold Vanguard funds) Yes
   
Health Savings Account (plan doesn't have the ability to hold Vanguard funds) No
   
Health Savings Account (plan does have the ability to hold Vanguard funds) - Including Vanguard's HSA Yes
   

Vanguard personal accountsi 

Examples: Vanguard Brokerage Accounts, Transfer Agent Accounts (Mutual Fund Only account) 

Yes
   

Outside brokerage accounts (including retirement accounts not listed above)3 

Please Note: Accounts that are open but have a $0 balance also must be reported because they still have the ability to hold securities. 

Yes
   
Bank accounts - checking and savings No
   
Annuities No
   
Fully managed accountsii Yes2

 

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APPENDIX C

Trading and Reporting Requirements for Advisor Access Persons

 

Securities and Activities Can I Trade 60 Day Hold Reportableiii
American Depository Receipts (ADRs) Yes Yes Yes
Annuities and Insurance Products Yes No No
Bankers' Acceptances, Certificates of Deposits, and Commercial Paper Yes No No
Bonds (municipal and corporate) Yes Yes Yes
Cash No No No
Closed-End Funds Yes Yes Yes
Commodities (ex: futures & options) Yes No No
Currencies Yes No No
Debentures Yes Yes Yes
Digital Currency Yes No No
Digital Utility Tokens Yes No Yes
Digital Security Tokens Yes No Yes
Direct Obligations Yes No No
Non-Vanguard ETFs and ETNs Yes No Yes
Evidence of Indebtedness Yes Yes Yes
Government bonds Yes No No
High Quality Short Term Debt Instruments Yes No Yes
Investment Contracts Yes Yes Yes
IPOs (and ICOs) Prohibited
Money market instruments (non-Vanguard) Yes No No
Money market instruments (Vanguard) Yes No Yes
Open-End funds (non-Vanguard) Yes No No
Notes Yes Yes Yes
Options on Covered Securities Yes Yesiv Yes
Private placements (unlisted securities) Yesv No Yes
Rights Yes Yes Yes
Real Estate Investment Trusts Yes Yes Yes
Security Futures Prohibited
Short Positions Prohibited
SPACs Prohibited
Stocks Yes Yes Yes
Unit Investment Trusts Yes Yes Yes

 

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Securities and Activities Can I Trade 60 Day Hold Reportableiii
UCITs Funds (non-Vanguard) Yes No No
Vanguard Annuities and Insurance Products Yes No Yes
Vanguard ETFs Yes No Yes
Vanguard Funds Yes No Yes
Warrants Yes Yes Yes

 

Page 32 of 37

 

 

 

 

APPENDIX D

Trading and Reporting Requirements for Fund Access Persons

 

Securities and Activities Can I Trade Preclear 7 Day Blackout 60 Day Hold Reportableiii
American Depository Receipts (ADRs) Yes Yes Yes Yes Yes
Annuities and Insurance Products Yes No No No No
Bankers' Acceptances, Certificates of Deposits, and Commercial Paper Yes No No No No
Bonds (municipal and corporate) Yes Yes Yes Yes Yes
Cash No No No No No
Closed-End Funds Yes Yes No Yes Yes
Commodities (ex: futures & options) Yes No No No No
Currencies Yes No No No No
Debentures Yes Yes Yes Yes Yes
Digital Currency Yes No No No No
Digital Utility Tokens Yes No No No Yes
Digital Security Tokens Yes No No No Yes
Direct Obligations Yes No No No No
Non-Vanguard ETFs and ETNs Yes No No No Yes
Evidence of Indebtedness Yes Yes Yes Yes Yes
Government bonds Yes No No No No
High Quality Short Term Debt Instruments Yes No No No Yes
Investment Contracts Yes Yes Yes Yes Yes
IPOs (and ICOs) Prohibited
Money market instruments (non-Vanguard) Yes No No No No
Money market instruments (Vanguard) Yes No No No Yes
Open-End funds (non-Vanguard) Yes No No No No
Notes Yes Yes Yes Yes Yes
Options on Securities Prohibited
Private placements (unlisted securities) Yesv Yes No No Yes
Rights Yes Yes Yes Yes Yes
Real Estate Investment Trusts Yes Yes Yes Yes Yes
Security Futures Prohibited
Short Positions Prohibited

 

Page 33 of 37

 

 

 

 

Securities and Activities Can I Trade Preclear 7 Day Blackout 60 Day Hold Reportableiii
SPACs Prohibited
Stocks Yes Yes Yesvi Yes Yes
Unit Investment Trusts Yes Yes Yes Yes Yes
UCIT Funds (non-Vanguard) Yes No No No No
Vanguard Annuities and Insurance Products Yes No No No Yes
Vanguard ETFs Yes No No No Yes
Vanguard Funds Yes No No No Yes
Warrants Yes Yes Yes Yes Yes

 

Page 34 of 37

 

 

 

 

APPENDIX E

 

Trading and Reporting Requirements for Investment Access Persons

 

Securities and Activities Can I Trade Preclear 7 Day Blackout 60 Day Hold Reportableiii
American Depository Receipts (ADRs) Yes Yes Yes Yes Yes
Annuities and Insurance Products Yes No No No No
Bankers' Acceptances, Certificates of Deposits, and Commercial Paper Yes No No No No
Bonds (municipal and corporate) Yes Yes Yes Yes Yes
Cash No No No No No
Closed-End Funds Yes Yes No Yes Yes
Commodities (ex: futures & options) Yes No No No No
Currencies Yes No No No No
Debentures Yes Yes Yes Yes Yes
Digital Currency Yes No No No No
Digital Utility Tokens Yes No No No Yes
Digital Security Tokens Yes No No No Yes
Direct Obligations Yes No No No No
Non-Vanguard ETFs and ETNs Yes No No No Yes
Evidence of Indebtedness Yes Yes Yes Yes Yes
Government bonds Yes No No No No
High Quality Short Term Debt Instruments Yes No No No Yes
Investment Contracts Yes Yes Yes Yes Yes
IPOs (and ICOs) Prohibited
Money market instruments (non-Vanguard) Yes No No No No
Money market instruments (Vanguard) Yes No No No Yes
Open-End funds (non-Vanguard) Yes No No No No
Notes Yes Yes Yes Yes Yes
Options on Securities Prohibited
Private placements (unlisted securities) Yesv Yes No No Yes
Rights Yes Yes Yes Yes Yes
Real Estate Investment Trusts Yes Yes Yes Yes Yes
Security Futures Prohibited
Short Positions Prohibited

 

Page 35 of 37

 

 

 

 

Securities and Activities Can I Trade Preclear 7 Day Blackout 60 Day Hold Reportableiii
SPACs Prohibited
Stocks Yes Yes Yes Yes Yes
Unit Investment Trusts Yes Yes Yes Yes Yes
UCITs Funds (non-Vanguard) Yes No No No No
Vanguard Annuities and Insurance Products Yes No No No Yes
Vanguard ETFs Yes Yes No Yes Yes
Vanguard Funds Yes Novii No Noviii Yes
Warrants Yes Yes Yes Yes Yes

 

Page 36 of 37

 

 

 

 

APPENDICES ENDNOTES

 

Clarifications and explanations to the content within the appendices

 

 

i Accounts you share ownership with will need to be disclosed, e.g., a joint account

ii Fully managed accounts can be maintained outside of Vanguard with review and approval from the Code team. Please provide one of the following documents for review:

·A signed discretionary/advisory agreement from the outside firm, or
·A signed letter from your advisor on their firm's letterhead.

 

This documentation should include the following information:

·The account number(s) for any account considered fully managed
·The name of your advisor or the name of the program in which the account is enrolled
·A statement that you have no discretion/trading authority over your managed account(s)

 

iii Reportable on Initial Holdings Report or when acquired. All Crew and Contingent Workers deemed Associated Persons must report their accounts, holdings, and transactions through My Compliance Office (MCO).

 

iv Options on Covered Securities include trades that are exercised or assigned involuntarily by the crew member.

 

v Prohibited from acquiring Securities in a Private Placement without prior approval from Compliance.

 

vi Permitted to sell stock with a market cap above US $5 billion, so long as, over a rolling 30 day period, their total value aggregate sales of the stock does not exceed $10,000.

 

vii Vanguard ETFs require preclearance.

 

viii Vanguard ETFs require a 60 day hold.

 

Page 37 of 37

 

 

EX-99.CERT 3 tm2229005d4_ex99-cert.htm EXHIBIT 99.CERT

Exhibit 99.CERT

 

CERTIFICATIONS

 

I, Mortimer J. Buckley, certify that:

 

1. I have reviewed this report on Form N-CSR of Vanguard Fenway Funds;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 21, 2022   
   /s/ Mortimer J. Buckley
   Mortimer J. Buckley
  Chief Executive Officer

 

 

 

 

CERTIFICATIONS

 

I, Christine Buchanan, certify that:

 

1. I have reviewed this report on Form N-CSR of Vanguard Fenway Funds;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 21, 2022   
   /s/ Christine Buchanan
   Christine Buchanan
  Chief Financial Officer

 

 

 

EX-99.906 CERT 4 tm2229005d4_ex99-906cert.htm EXHIBIT 99.906 CERT

Exhibit 99.906CERT

 

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

Name of Issuer: Vanguard Fenway Funds

 

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his knowledge, that:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

 

 

Date: November 21, 2022   
   /s/ Mortimer J. Buckley
   Mortimer J. Buckley
  Chief Executive Officer

 

 

 

 

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

Name of Issuer: Vanguard Fenway Funds

 

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to her knowledge, that:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

 

 

Date: November 21, 2022   
   /s/ Christine Buchanan
   Christine Buchanan
  Chief Financial Officer

 

 

 

 

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