N-CSRS 1 wellesleyfinal.htm WELLESLEY SEMI-ANNUAL FILING

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT
OF
REGISTERED MANAGEMENT COMPANY


Investment Company Act file number: 811-1776

Name of Registrant: Vanguard Wellesley Income Fund

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

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

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


Date of fiscal year end: September 30

Date of reporting period: October 1, 2006 - March 31, 2007

Item 1: Reports to Shareholders




 

 

 

Vanguard® Wellesley® Income Fund

 

 

 

 

 

 

> Semiannual Report

 

 

 

 

 

 

 

March 31, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


>  Vanguard Wellesley Income Fund returned 5.6% for the half-year ended March 31, 2007.

 

>  The fund’s gain came mostly from the stock portion of its portfolio, with strong returns within the utilities and telecommunication services sectors.

 

>  The fund’s bond portfolio, which accounted for about 60% of the fund’s holdings, produced modest gains.

 

Contents

 

 

 

Your Fund’s Total Returns

1

Chairman’s Letter

2

Advisor’s Report

6

Fund Profile

9

Performance Summary

11

Financial Statements

12

About Your Fund’s Expenses

29

Trustees Approve Advisory Agreement

31

Glossary

32

 

 

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

 


Your Fund’s Total Returns

 

Six Months Ended March 31, 2007

 

 

Total

 

Returns

Vanguard Wellesley Income Fund

 

Investor Shares

5.6%

Admiral™ Shares1

5.6   

Wellesley Composite Index2

5.7   

Average Mixed-Asset Target Conservative Fund3

4.6   

 

 

Your Fund’s Performance at a Glance

September 30, 2006–March 31, 2007

 

 

 

 

 

 

 

Distributions Per Share

 

Starting

Ending

Income

Capital

 

Share Price

Share Price

Dividends

Gains

Vanguard Wellesley Income Fund

 

 

 

 

Investor Shares

$21.95

$22.02

$0.466

$0.672

Admiral Shares

53.18

53.36

1.155

1.628

 

 

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

2  Made up of unmanaged benchmarks weighted 65% in bonds and 35% in stocks. For bonds: Lehman Credit A or Better Index. For stocks: the S&P 500/Citigroup Value Index (26% weighting), S&P Utilities Index (4.5%), and S&P Integrated Telecommunication Services Index (4.5%).

3  Derived from data provided by Lipper Inc.

 

 

1

 



 

Chairman’s Letter

 

Dear Shareholder,

 

During the six months ended March 31, 2007, the Investor Shares and Admiral Shares of Wellesley Income Fund returned 5.6%. While the fund’s high-quality corporate bonds provided modest gains for the period, the fund’s performance was buoyed by strong returns among its blue chip stocks.

 

The fund’s return was in line with the performance of its benchmark, the Wellesley Composite Index, which is weighted to reflect your fund’s typical asset allocation of 65% high-quality bonds and 35% value stocks. The fund’s return outpaced the average return for mixed-asset conservative funds by 1 percentage point. The fund’s Investor Shares yielded 4.3% and the Admiral Shares yielded 4.4% as of March 31.

 

Six-month stock market return reflected disparate market moods

The broad U.S. stock market stitched together a solid six-month return from patches of strength and weakness. Stock prices rallied at the start of the period, pulled back in February—in part, a reaction to the Chinese market’s swoon—then recovered in March, buoyed by generally benign economic and corporate-profit reports.

 

Small-capitalization stocks outpaced large-caps, and international stocks outperformed their U.S. counterparts—patterns that have been in place for much of the past few years.

 

 

2

 


As the Fed sat tight, bonds produced coupon-like returns

The Federal Reserve Board remained offstage during the six months, keeping its target for the federal funds rate at 5.25% throughout the period. Despite some interim back-and-forth, longer-term bond yields finished the period pretty much where they started. With rates—and prices—more or less stable, bonds’ returns were consistent with their coupons.

 

The broad taxable bond market returned 2.8% for the six-month period. The municipal securities market posted a return of 1.9%. Money market instruments, one of the fixed income market’s bright spots in recent months, returned 2.5% for the half-year, as measured by the Citigroup 3-Month Treasury Bill Index.

 

Your fund’s stock holdings posted healthy gains

At roughly 61% of assets on average during the period, the bond portion of Wellesley Income Fund’s portfolio is much larger than the fund’s 39% weighting in equities, but it was stocks that drove the fund’s half-year performance. The fund’s stock holdings gained 10.4%, while the bond portfolio returned a modest 2.7%.

 

During the period, Wellington Management Company, LLP, your fund’s advisor, maintained its conservative, income-oriented mandate within the fund’s bond portfolio, investing primarily in high-grade, intermediate-term securities with low credit risk. While modest, the return of Wellington’s bond portfolio was in line with that of its benchmark, the Lehman Credit A or Better Index.

 

 

Market Barometer

 

 

 

 

 

 

Total Returns

 

 

Periods Ended March 31, 2007

 

Six Months

One Year

Five Years1

Stocks

 

 

 

Russell 1000 Index (Large-caps)

8.2%

11.8%

6.9%

Russell 2000 Index (Small-caps)

11.0   

5.9   

10.9   

Dow Jones Wilshire 5000 Index

(Entire market)

8.9   

11.4   

7.8   

MSCI All Country World Index ex USA

(International)

15.5   

20.3   

17.4   

 

 

 

 

Bonds

 

 

 

Lehman Aggregate Bond Index

(Broad taxable market)

2.8%

6.6%

5.4%

Lehman Municipal Bond Index

1.9   

5.4   

5.5   

Citigroup 3-Month Treasury Bill Index

2.5   

5.0   

2.5   

 

 

 

 

CPI

 

 

 

Consumer Price Index

1.2%

2.8%

2.8%

 

 

1  Annualized.

 

3

 


 

The stock portion of the fund’s holdings provided a strong lift during the period, as Wellington Management continued to invest in the stocks of high-quality companies with above-average dividend yields. Compared with its benchmark index, the fund was overweighted in the utilities and telecommunication services sectors, and these sectors contributed notably to the fund’s performance. Top-ten holdings such as AT&T and FPL Group, the Florida-based electric power utility, made significant contributions.

 

In the financials sector, which on average represented about 30% of the fund’s equity holdings for the period, returns were modest. Bank of America, one of the fund’s largest holdings, had a subpar six months. On the other hand, with higher prices for energy, the fund’s major holdings in Chevron and ExxonMobil produced healthy gains.

 

Seasoned investors recognize the benefits of a balanced strategy

At Vanguard, we always encourage shareholders to evaluate their investments from a long-term perspective, and to build a diversified portfolio that reflects their personal appetite for risk, their time horizon, and their investment goals. Over time, a balanced, well-diversified portfolio can help put you in position to reap the rewards of the best-performing assets while muting the risks of the worst-performing ones.

 

 

Annualized Expense Ratios1

 

 

 

Your fund compared with its peer group

 

 

 

Average

 

 

 

Mixed-Asset

 

 

 

Target

 

Investor

Admiral

Conservative

 

Shares

Shares

Fund

Wellesley Income Fund

0.25%

0.15%

1.07%

 

 

1  Fund expense ratios reflect the six months ended March 31, 2007. Peer-group expense ratio is derived from data provided by Lipper Inc. and captures information through year-end 2006.

 

4

 


Portfolios that are diversified across asset classes—including money market, bond, and stock mutual funds—provide a balanced plan that can help you succeed in reaching your financial goals.

 

With its conservative allocation to dividend-paying stocks and high-quality bonds, Wellesley Income Fund can play an important role in your portfolio.

 

Thank you for investing with Vanguard.

 

Sincerely,

 


 

John J. Brennan

Chairman and Chief Executive Officer

April 12, 2007

 

 

5

 


Advisor’s Report

 

The Wellesley Income Fund slightly underperformed its composite benchmark for the six months ended March 31, 2007. The fund returned 5.6% versus 5.7% for the benchmark.

 

The fund’s stock holdings returned 10.4% for the six months, while the stock portion of the benchmark returned 11.5%. The benchmark’s stock portion is weighted 75% in the S&P 500/Citigroup Value Index, 12.5% in the S&P Utilities Index, and 12.5% in the S&P Integrated Telecommunication Services Index.

 

Wellesley’s fixed income holdings returned 2.7% for the six-month period and matched the return of its benchmark, the Lehman Credit A or Better Index, an intermediate-maturity index of high-quality corporate bonds.

 

Investment environment

While global economic growth appears to be on track, there has clearly been a deceleration in the United States. We continue to anticipate U.S. GDP growth of 2% to 3%, global growth above 3%, and global profit growth in the single digits. The overall inflation picture is mixed. The recovery in oil prices and increases in grain prices have raised the threat of inflation and put pressure on interest rates. Given the current economic environment, we think the Federal Reserve Board has appropriately voiced a greater concern about inflation than growth, but we expect inflation to stay contained.

The biggest negative in the economy is housing, which was overbuilt and clearly is correcting. We believe the current housing weakness is a result more of poor underwriting standards than of broader economic weakness. The correction makes it very likely that financial services companies will become more judicious and tighten their lending standards. Lenders that relied on wholesale funding sources and subprime borrowers are the most exposed. This should have minimal impact in the short term and could be a positive development over the long term as systematic risk in the mortgage market declines and pressure on the Federal Reserve eases.

 

We consider physical statistics such as freight volumes and airline-passenger numbers to be more useful gauges of the overall health of the economy, and so far these measures point toward steady but slowing growth. Recently, the market has punished caution and rewarded risk, but we may be entering a period in which risk is more efficiently priced.

 

In the fixed income markets, the Federal Reserve has not changed short-term rates since last summer and seems as likely to raise rates in the future as to lower them. The yields of short- and long-term interest rates continue to be similar. Inflation expectations remain muted, helping to prevent increases in long-term interest rates, which are marginally higher than they were six months ago.

 

 

6

 


The problems in the subprime mortgage market have not spilled over to the large and liquid mortgage-backed securities market or to the corporate bond market. The spread between yields of mortgages and corporate bonds and those of U.S. Treasuries has narrowed in the last six months. The lowest-rated category within the investment-grade corporate market outperformed the higher-rated categories. This apparent risk complacency on the part of bond investors has been manifested during several bouts of stock market volatility and shareholder-friendly activity, such as leveraged buyouts and share repurchases. The fixed income markets are behaving smoothly despite continued news reports about stock market declines and rising home defaults.

 

The fund’s successes

In Wellesley’s stock portfolio, an underweighted position in information technology and an overweighted position in materials helped performance compared with the stock benchmark. Within materials, Dow Chemical earned strong returns amid takeover rumors, and DuPont’s stock did well because of strength in its agricultural business.

 

The fund also benefited from favorable stock selection in the utilities and telecommunication services sectors. In the utilities sector, FPL was a strong performer following its failed takeover of Constellation Energy.

 

For the bond portfolio, favorable security selection within investment-grade corporate bonds contributed to performance. Interest-rate positioning was neither a positive nor a negative contributor to performance over the last six months.

 

The fund’s shortfalls

The financials sector was the largest detractor from performance in the fund’s stock portion primarily because of unfavorable stock selection. Bank of America performed poorly because of acquisition fears, and UBS lagged owing to concerns over weaker capital markets and slowing inflows into their asset management operations. Poor stock selection in the industrials sector also detracted from performance. General Electric’s stock lagged over concerns about earnings quality, and Waste Management’s stock underperformed because of weaker-than-expected volume trends.

 

In the bond portion of the fund, our underweighted position in the investment-grade corporate credit sector detracted from performance.

 

The fund’s positioning

The fund has an overweighted position in consumer staples, resulting from bottom-up stock selection, and in energy, as a result of attractive valuations and high dividend yields. The fund has minimal exposure to the information technology sector because of the lack of attractively priced stocks that pay dividends.

 

7

 


As for the bond portfolio, we expect economic activity to trend lower but for inflation to remain a concern. While we do not anticipate stagflation, the market’s concern about future inflation will prevent interest rates from falling. With the Federal Reserve most likely to hold rates steady through year-end, we do not believe the portfolio would benefit by extending its duration at this point, and we expect to maintain a modest intermediate-duration posture.

 

As mentioned earlier, the corporate credit markets are becoming riskier; as a result, we have continued to position the portfolio more conservatively. We are emphasizing higher-quality securities that carry less credit risk, as can be seen in our recent purchases of traditional mortgage-backed securities. We purchase only investment-grade, U.S. dollar-denominated bonds with an emphasis on stable-to-improving credit fundamentals.

 

The dominant theme that guides the fund’s investment strategy is our commitment to provide shareholders with an attractive level of income by investing in high quality securities. In general, the fund’s performance is quite sensitive to the direction of interest rates because of its sizable weighting in bonds and meaningful weighting in high-yielding, interest-rate-sensitive stocks.

 

Portfolio changes

Our stock purchases over the past six months exhibit no overall theme, but rather reflect stock-specific fundamentals. Among our largest purchases were GlaxoSmithKline, American Electric Power, and Diageo. We eliminated our positions in Weyerhaeuser and Taiwan Semiconductor because they reached our price targets. We also eliminated AstraZeneca as it approached its price target amid concerns about eroding new pipeline projects, and Comerica because of deteriorating fundamentals.

 

Earl E. McEvoy, Senior Vice President

 

John R. Ryan, Senior Vice President

 

Wellington Management Company, LLP

 

April 16, 2007

 

8

 


Fund Profile

As of March 31, 2007

 

 

Total Fund Characteristics

 

 

 

 

Fund

Yield

 

Investor Shares

4.3%

Admiral Shares

4.4%

Turnover Rate

18%1

Expense Ratio

 

Investor Shares

0.25%1

Admiral Shares

0.15%1

Short-Term Reserves

0%

 

Sector Diversification (% of equity portfolio)

 

 

Comparative

Broad

 

Fund

Index2

Index3

Consumer Discretionary

0%

10%

12%

Consumer Staples

10   

5   

9   

Energy

11   

6   

9   

Financials

29   

33   

22   

Health Care

6   

7   

11   

Industrials

8   

12   

11   

Information Technology

0   

10   

15   

Materials

10   

4   

4   

Telecommunication

 

 

 

Services

11   

7   

3   

Utilities

15   

6   

4   

 

Total Fund Volatility Measures4

 

 

Fund Versus

Fund Versus

 

Composite Index5

Broad Index3

R-Squared

0.88

0.21

Beta

0.88

0.20

 

 


Ten Largest Stocks6 (% of equity portfolio)

 

 

 

 

AT&T Inc.

integrated

 

 

telecommunication

 

 

services

7.7%

FPL Group, Inc.

electric utilities

5.6   

Bank of America Corp.

diversified financial

 

 

services

5.2   

General Electric Co.

industrial

 

 

conglomerates

4.6   

Citigroup, Inc.

diversified financial

 

 

services

4.5   

Chevron Corp.

integrated oil

 

 

and gas

4.2   

Altria Group, Inc.

tobacco

3.5   

ExxonMobil Corp.

integrated oil

 

 

and gas

3.4   

U.S. Bancorp

diversified banks

3.0   

Verizon

integrated

 

Communications Inc.

telecommunication

 

 

services

3.0   

Top Ten

 

44.7%

Top Ten as % of Total Net Assets

17.3%

 

 

Fund Asset Allocation

 


 

1  Annualized.

2  S&P/500 Citigroup Value Index.

3  Dow Jones Wilshire 5000 Index.

4  For an explanation of R-squared, beta, and other terms used here, see the Glossary on pages 32 and 33.

5  Wellesley Composite Index, weighted 65% in bonds and 35% in stocks. For the period covered by the volatility measures, the bond component is the Lehman Credit A or Better Index. The stock component included the S&P 500/Barra Value Index (26% of the overall benchmark), the S&P Utilities Index (4.5%), and the S&P Integrated Telecommunication Services Index (4.5%) until July 1, 2006, when the S&P 500/Barra Value Index was replaced by the S&P 500/Citigroup Value Index.

6  “Ten Largest Stocks” excludes any temporary cash investments and equity index products.

 

9

 


Equity Characteristics

 

 

 

 

 

Comparative

Broad

 

Fund

Index1

Index2

Number of Stocks

50

349

4,948

Median Market Cap

$67.3B

$45.9B

$30.6B

Price/Earnings Ratio

14.5x

15.5x

17.6x

Price/Book Ratio

2.6x

2.3x

2.8x

Dividend Yield

3.2%

2.4%

1.7%

Return on Equity

20.6%

15.7%

16.9%

Earnings Growth Rate

16.7%

18.1%

20.8%

Foreign Holdings

1.1%

0.0%

0.7%

 

Fixed Income Characteristics

 

 

 

 

Comparative

Broad

 

Fund

Index3

Index4

Number of Bonds

362

1,906

7,248

Yield to Maturity

5.4%5

5.4%

5.3%

Average Coupon

5.6%

5.6%

5.4%

Average Effective

 

 

 

Maturity

9.4 years

9.2 years

6.9 years

Average Quality6

Aa3

Aa3

Aa1

Average Duration

6.0 years

5.8 years

4.5 years

 

Sector Diversification7

 

(% of fixed income portfolio)

 

 

 

Asset-Backed/Commercial Mortgage-Backed

8%

Finance

32   

Foreign

10   

Government Mortgage-Backed

4   

Industrial

31   

Treasury/Agency

5   

Utilities

6   

Other

4   

 

Distribution by Credit Quality6

 

(% of fixed income portfolio)

 

 

 

Aaa

28%

Aa

30   

A

30   

Baa

9   

Other

3   

 

 


Investment Focus

 


 

Investment Focus

 


 

 

1  S&P 500/Citigroup Value Index.

2  Dow Jones Wilshire 5000 Index.

3  Lehman Credit A or Better Index.

4  Lehman Aggregate Bond Index.

5  Before expenses.

6  Moody’s Investors Service.

7  The mortgage-backed securities sector may include issues from government-sponsored enterprises; such issues are not backed by the full faith and credit of the U.S. government.

 

10

 


Performance Summary

 

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at www.vanguard.com/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.

 

 

Fiscal-Year Total Returns (%): September 30, 1996–March 31, 2007

 

 

 

 

 

 

Wellesley Income Fund

Composite

 

Investor Shares

Index1

Fiscal

Capital

Income

Total

Total

Year

Return

Return

Return

Return

1997

15.5%

6.4%

21.9%

20.3%

1998

8.1   

5.8   

13.9   

12.8   

1999

–5.3   

5.0   

–0.3   

3.2   

2000

2.5   

5.8   

8.3   

9.3   

2001

7.6   

5.3   

12.9   

2.6   

2002

–4.4   

4.7   

0.3   

–4.8   

2003

6.1   

4.6   

10.7   

14.4   

2004

4.2   

4.4   

8.6   

9.3   

2005

2.8   

4.1   

6.9   

7.0   

2006

3.2   

4.4   

7.6   

7.7   

20072

3.4   

2.2   

5.6   

5.7   

 

 

Average Annual Total Returns: Periods Ended March 31, 2007

 

 

 

 

 

 

 

Ten Years

 

Inception Date

One Year

Five Years

Capital

Income

Total

Investor Shares

7/1/1970

12.26%

7.26%

3.91%

4.97%

8.88%

Admiral Shares

5/14/2001

12.40   

7.37   

2.603   

4.683   

7.283

 

 

1  Bond component (65% weighting) is Lehman Long Credit AA or Better Index through March 31, 2000, and Lehman Credit A or Better Index thereafter. Stock component is S&P 500/Barra Value Index (26% weighting), S&P Utilities Index (4.5%), and S&P Telephone Index (4.5%). As of January 1, 2002, the S&P Telephone Index was replaced by the S&P Integrated Telecommunication Services Index. As of July 1, 2006, the S&P 500/Barra Value Index was replaced by the S&P 500/Citigroup Value Index.

2  Six months ended March 31, 2007.

3  Return since inception.

Note: See Financial Highlights tables on pages 24 and 25 for dividend and capital gains information.

 

11

 


Financial Statements (unaudited)

 

Statement of Net Assets

As of March 31, 2007

 

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

 

 

 

 

 

Face

Market

 

 

 

Maturity

Amount

Value•

 

 

Coupon

Date

($000)

($000)

U.S. Government

and Agency Obligations (5.6%)

Agency Bonds and Notes (2.9%)

 

 

 

 

1

Federal Farm Credit Bank

4.875%

1/17/17

50,000

49,242

1

Federal Home Loan Bank

4.375%

3/17/10

80,000

79,078

1

Federal Home Loan Bank

5.500%

7/15/36

40,000

41,233

1

Federal Home

 

 

 

 

 

Loan Mortgage Corp.

7.000%

3/15/10

64,000

67,819

1

Federal Home

 

 

 

 

 

Loan Mortgage Corp.

4.500%

1/15/15

40,000

38,790

1

Federal National

 

 

 

 

 

Mortgage Assn.

7.125%

6/15/10

33,000

35,232

1

Financing Corp.

10.700%

10/6/17

2,755

3,994

1

Financing Corp.

9.650%

11/2/18

4,090

5,696

1

Financing Corp.

8.600%

9/26/19

3,330

4,392

 

Private Export Funding Corp.

4.550%

5/15/15

6,065

5,864

 

Private Export Funding Corp.

4.950%

11/15/15

13,350

13,273

1

Tennessee Valley Auth.

4.375%

6/15/15

35,000

33,535

 

 

 

 

 

378,148

Mortgage-

 

 

 

 

Backed Securities (2.7%)

 

 

 

 

1,2

Federal National Mortgage Assn.

4.500%

12/1/33–10/1/36

108,039

101,651

1,2

Federal National Mortgage Assn.

5.500%

5/1/33–2/1/35

50,423

49,403

1,2

Federal National Mortgage Assn.

6.000%

10/1/35–12/1/36

72,543

73,083

2

Government National

 

 

 

 

 

Mortgage Assn.

6.000%

6/15/31–4/1/37

125,000

126,569

 

 

 

 

 

350,706

Total U.S. Government and

 

 

 

 

Agency Obligations (Cost $732,120)

 

 

728,854

Corporate Bonds (46.3%)

 

 

 

 

Asset-Backed Securities (5.1%)

 

 

 

 

2,3

Aesop Funding II LLC

3.950%

4/20/09

11,800

11,681

2

American Express Credit

 

 

 

 

 

 


 

 

Account Master Trust

4.350%

12/15/11

12,000

11,874

2

Banc of America

 

 

 

 

 

Commercial Mortgage, Inc.

5.740%

5/10/45

25,000

25,906

2

Banc of America

 

 

 

 

 

Commercial Mortgage, Inc.

5.181%

9/10/47

19,180

19,139

2

Bear Stearns Commercial

 

 

 

 

 

Mortgage Securities, Inc.

5.466%

4/12/38

14,575

14,865

2

Bear Stearns Commercial

 

 

 

 

 

Mortgage Securities, Inc.

5.458%

3/11/39

29,615

29,990

2

Bear Stearns Commercial

 

 

 

 

 

Mortgage Securities, Inc.

5.537%

10/12/41

25,315

25,751

2

Bear Stearns Commercial

 

 

 

 

 

Mortgage Securities, Inc.

4.871%

9/11/42

9,500

9,223

2

Bear Stearns Commercial

 

 

 

 

 

Mortgage Securities, Inc.

5.155%

10/12/42

27,445

27,263

2

BMW Vehicle Owner Trust

4.280%

2/25/10

25,655

25,426

2

Capital Auto

 

 

 

 

 

Receivables Asset Trust

3.750%

7/15/09

20,000

19,894

2

Citibank Credit

 

 

 

 

 

Card Issuance Trust

4.550%

6/20/17

15,000

14,414

2

Citigroup/Deutsche

 

 

 

 

 

Bank Commercial Mortgage

5.225%

7/15/44

25,000

24,957

2

Commercial Mortgage

 

 

 

 

 

Pass-Through Certificates

5.116%

6/10/44

30,000

29,621

 

 

12

 


 

 

 

 

Face

Market

 

 

 

Maturity

Amount

Value•

 

 

Coupon

Date

($000)

($000)

2

Commercial Mortgage

 

 

 

 

 

Pass-Through Certificates

5.769%

6/10/46

25,000

25,439

2

Connecticut RRB

 

 

 

 

 

Special Purpose Trust

6.210%

12/30/11

12,870

13,332

2

Credit Suisse

 

 

 

 

 

Mortgage Capital Certificates

5.467%

9/15/39

35,000

35,313

2

Greenwich Capital

 

 

 

 

 

Commercial Funding Corp.

4.533%

1/5/36

20,000

19,534

2

Greenwich Capital

 

 

 

 

 

Commercial Funding Corp.

5.224%

4/10/37

23,200

23,051

2

Greenwich Capital

 

 

 

 

 

Commercial Funding Corp.

4.799%

8/10/42

12,225

12,177

2

GS Mortgage Securities Corp. II

4.751%

7/10/39

20,000

19,330

2

Honda Auto Receivables Owner Trust

3.280%

2/18/10

10,200

10,009

2

JPMorgan Chase

 

 

 

 

 

Commercial Mortgage Securities

4.918%

10/15/42

20,000

19,443

2

JPMorgan Chase

 

 

 

 

 

Commercial Mortgage Securities

5.481%

12/12/44

6,960

7,029

2

JPMorgan Chase

 

 

 

 

 

Commercial Mortgage Securities

5.354%

12/15/44

22,610

22,354

2

LB-UBS Commercial Mortgage Trust

4.954%

9/15/30

12,545

12,261

2

Merrill Lynch Mortgage Trust

5.047%

7/12/38

20,400

20,054

2

Morgan Stanley Capital I

5.230%

9/15/42

13,525

13,432

2

Morgan Stanley Capital I

5.776%

10/15/42

25,000

25,552

2

Morgan Stanley Capital I

5.162%

10/12/52

10,000

9,892

2

Morgan Stanley Capital I

4.540%

7/15/56

20,000

19,484

2

Morgan Stanley Dean Witter Capital I

5.514%

11/12/49

15,000

15,362

2

Onyx Acceptance Owner Trust

3.910%

9/15/11

25,000

24,333

2

USAA Auto Owner Trust

4.130%

11/15/11

12,010

11,870

2

Wachovia Bank

 

 

 

 

 

Commercial Mortgage Trust

5.118%

7/15/42

20,000

19,737

2

Whole Auto Loan Trust

3.040%

4/15/09

1,213

1,212

 

 

 

 

 

670,204

Finance (19.1%)

 

 

 

 

 

Banking (10.9%)

 

 

 

 

 

Associates Corp. of North America

6.250%

11/1/08

25,000

25,422

 

Banc One Corp.

7.750%

7/15/25

25,000

29,681

 

Bank of America Corp.

3.250%

8/15/08

14,750

14,414

 

Bank of America Corp.

3.375%

2/17/09

27,000

26,212

 

Bank of America Corp.

4.875%

1/15/13

43,100

42,190

 

Bank of America Corp.

5.375%

6/15/14

25,525

25,557

 

Bank of America Corp.

5.625%

10/14/16

22,500

22,902

 

Bank of New York Co., Inc.

5.200%

7/1/07

35,000

35,007

 

Bank One Corp.

2.625%

6/30/08

15,000

14,549

 

 


 

 

BB&T Corp.

6.500%

8/1/11

25,000

26,280

 

BB&T Corp.

4.750%

10/1/12

16,000

15,659

 

BB&T Corp.

5.250%

11/1/19

19,000

18,417

 

Citicorp

6.650%

12/15/10

25,000

26,307

 

Citigroup, Inc.

4.125%

2/22/10

12,000

11,717

 

Citigroup, Inc.

6.500%

1/18/11

10,000

10,470

 

Citigroup, Inc.

6.625%

6/15/32

9,000

9,734

 

Citigroup, Inc.

6.000%

10/31/33

15,000

14,994

 

Citigroup, Inc.

5.850%

12/11/34

15,000

14,952

 

Citigroup, Inc.

6.125%

8/25/36

15,000

15,230

 

Credit Suisse First Boston USA, Inc.

4.625%

1/15/08

21,300

21,223

 

Credit Suisse First Boston USA, Inc.

6.500%

1/15/12

18,800

19,828

 

Credit Suisse First Boston USA, Inc.

5.125%

1/15/14

23,825

23,532

 

Credit Suisse First Boston USA, Inc.

4.875%

1/15/15

32,500

31,441

 

Credit Suisse First Boston USA, Inc.

7.125%

7/15/32

13,300

15,517

 

Deutsche Bank Financial LLC

5.375%

3/2/15

8,250

8,235

 

Fifth Third Bank

4.200%

2/23/10

33,000

32,253

3

HBOS Treasury Services PLC

3.750%

9/30/08

11,400

11,199

3

HBOS Treasury Services PLC

4.000%

9/15/09

10,000

9,773

3

HBOS Treasury Services PLC

6.000%

11/1/33

19,000

19,143

 

HSBC Bank USA

4.625%

4/1/14

13,100

12,536

 

HSBC Bank USA

5.875%

11/1/34

21,000

20,723

 

 

13

 


 

 

 

 

Face

Market

 

 

 

Maturity

Amount

Value•

 

 

Coupon

Date

($000)

($000)

 

HSBC Holdings PLC

7.625%

5/17/32

15,800

18,663

 

HSBC Holdings PLC

6.500%

5/2/36

22,000

23,212

 

Huntington National Bank

4.375%

1/15/10

16,000

15,624

 

J.P. Morgan, Inc.

5.750%

10/15/08

20,000

20,358

 

J.P. Morgan, Inc.

6.250%

1/15/09

20,000

20,382

 

JPMorgan Chase & Co.

3.500%

3/15/09

12,000

11,660

 

JPMorgan Chase & Co.

5.750%

1/2/13

14,000

14,264

 

JPMorgan Chase & Co.

5.125%

9/15/14

9,665

9,502

 

Mellon Funding Corp.

5.000%

12/1/14

12,000

11,714

3

Mizuho Finance (Cayman)

5.790%

4/15/14

32,000

32,624

3

National Australia Bank

4.800%

4/6/10

21,000

20,797

 

National City Bank of Pennsylvania

7.250%

10/21/11

22,000

23,859

 

National Westminster Bank PLC

7.375%

10/1/09

29,825

31,496

 

Northern Trust Co.

4.600%

2/1/13

10,000

9,666

 

PNC Bank NA

5.250%

1/15/17

16,000

15,732

 

Regions Financial Corp.

7.000%

3/1/11

25,000

26,561

 

Republic New York Corp.

5.875%

10/15/08

15,000

15,143

 

Royal Bank of Canada

5.650%

7/20/11

20,000

20,478

 

Royal Bank of Scotland Group PLC

6.400%

4/1/09

14,000

14,341

 

Royal Bank of Scotland Group PLC

5.000%

10/1/14

18,975

18,613

 

Sanwa Bank Ltd.

7.400%

6/15/11

22,000

23,757

 

Sovereign Bancorp, Inc.

4.800%

9/1/10

6,265

6,171

 

SunTrust Banks, Inc.

5.050%

7/1/07

20,000

19,999

 

SunTrust Banks, Inc.

6.375%

4/1/11

15,000

15,671

 

UFJ Finance Aruba AEC

6.750%

7/15/13

20,000

21,418

 

US Bancorp

5.100%

7/15/07

17,000

16,990

 

US Bank NA

3.900%

8/15/08

20,000

19,679

 

US Bank NA

6.375%

8/1/11

25,000

26,239

 

US Bank NA

4.950%

10/30/14

12,400

12,062

 

Wachovia Bank NA

4.800%

11/1/14

19,640

18,865

 

Wachovia Corp.

6.000%

10/30/08

15,000

15,192

 

Wachovia Corp.

4.875%

2/15/14

19,250

18,641

 

Wachovia Corp.

6.605%

10/1/25

15,000

16,123

 

Washington Mutual, Inc.

5.250%

9/15/17

38,000

36,172

 

Wells Fargo & Co.

3.500%

4/4/08

17,000

16,645

 

Wells Fargo & Co.

3.125%

4/1/09

12,400

11,981

 

Wells Fargo Bank NA

7.550%

6/21/10

25,000

26,848

 

Wells Fargo Bank NA

5.950%

8/26/36

25,000

25,337

 

Wells Fargo Financial

5.500%

8/1/12

34,100

34,809

 

World Savings Bank, FSB

4.125%

3/10/08

20,000

19,728

 

World Savings Bank, FSB

4.500%

6/15/09

6,000

5,927

 

World Savings Bank, FSB

4.125%

12/15/09

16,000

15,643

 

 

 

 

 

 

 

Brokerage (2.0%)

 

 

 

 

 

 


 

 

Bear Stearns Co., Inc.

3.250%

3/25/09

15,500

14,963

 

Goldman Sachs Group, Inc.

3.875%

1/15/09

30,000

29,401

 

Goldman Sachs Group, Inc.

5.250%

10/15/13

29,400

29,108

 

Goldman Sachs Group, Inc.

6.125%

2/15/33

12,200

12,171

 

Lehman Brothers Holdings, Inc.

3.600%

3/13/09

8,970

8,721

 

Lehman Brothers Holdings, Inc.

4.800%

3/13/14

15,000

14,407

 

Merrill Lynch & Co., Inc.

4.125%

1/15/09

27,125

26,707

 

Merrill Lynch & Co., Inc.

5.000%

2/3/14

15,000

14,692

 

Morgan Stanley Dean Witter

3.875%

1/15/09

36,000

35,258

 

Morgan Stanley Dean Witter

5.300%

3/1/13

37,925

37,693

 

Morgan Stanley Dean Witter

7.250%

4/1/32

27,100

31,214

 

 

14

 


 

 

 

 

Face

Market

 

 

 

Maturity

Amount

Value•

 

 

Coupon

Date

($000)

($000)

 

Finance Companies (1.9%)

 

 

 

 

 

American Express Centurion Bank

4.375%

7/30/09

11,500

11,347

 

American Express Co.

5.500%

9/12/16

25,000

25,233

 

American General Finance Corp.

2.750%

6/15/08

15,100

14,681

 

American General Finance Corp.

4.000%

3/15/11

12,000

11,479

 

General Electric Capital Corp.

7.375%

1/19/10

10,000

10,606

 

General Electric Capital Corp.

8.125%

5/15/12

10,000

11,331

 

General Electric Capital Corp.

5.450%

1/15/13

25,550

25,861

 

General Electric Capital Corp.

6.750%

3/15/32

74,050

83,871

 

HSBC Finance Corp.

4.625%

1/15/08

13,700

13,627

 

HSBC Finance Corp.

5.250%

1/14/11

10,000

9,985

 

HSBC Finance Corp.

4.750%

7/15/13

12,225

11,798

 

International Lease Finance Corp.

5.400%

2/15/12

20,000

20,142

 

 

 

 

 

 

 

Insurance (3.7%)

 

 

 

 

 

ACE INA Holdings, Inc.

5.700%

2/15/17

15,000

15,063

 

Allstate Corp.

7.500%

6/15/13

20,000

22,228

 

Allstate Life Global Funding

4.250%

2/26/10

13,000

12,720

 

American International Group, Inc.

2.875%

5/15/08

14,250

13,893

 

American International Group, Inc.

4.250%

5/15/13

14,250

13,504

 

American International Group, Inc.

6.250%

5/1/36

15,000

15,676

 

AXA Financial, Inc.

6.500%

4/1/08

10,000

10,117

 

Berkshire Hathaway Finance Corp.

4.125%

1/15/10

48,255

47,184

 

Cincinnati Financial Corp.

6.920%

5/15/28

11,750

12,704

 

Genworth Financial, Inc.

5.125%

3/15/11

17,635

17,612

 

Genworth Financial, Inc.

5.750%

5/15/13

10,000

10,305

 

Hartford Financial

 

 

 

 

 

Services Group, Inc.

5.500%

10/15/16

16,665

16,662

 

Hartford Financial

 

 

 

 

 

Services Group, Inc.

6.100%

10/1/41

26,000

26,290

3

Liberty Mutual Insurance Co.

8.500%

5/15/25

21,665

25,610

 

MBIA, Inc.

7.000%

12/15/25

19,500

21,204

3

MetLife Global Funding I

4.625%

8/19/10

15,000

14,757

3

MetLife Global Funding I

5.750%

7/25/11

15,000

15,324

3

Metropolitan Life Insurance Co.

7.800%

11/1/25

25,000

29,894

3

New York Life Insurance

5.875%

5/15/33

39,760

40,302

 

Principal Life Income Funding

5.125%

3/1/11

18,895

18,896

 

Protective Life Secured Trust

3.700%

11/24/08

9,985

9,765

 

Prudential Financial, Inc.

5.100%

9/20/14

12,000

11,751

 

Prudential Financial, Inc.

4.750%

6/13/15

21,000

19,995

 

Travelers Property Casualty Corp.

5.000%

3/15/13

6,200

6,093

 

Travelers Property Casualty Corp.

6.375%

3/15/33

6,680

6,924

 

UnitedHealth Group, Inc.

5.375%

3/15/16

16,000

15,868

 

XL Capital Ltd.

5.250%

9/15/14

16,000

15,632

 

 


 

 

 

 

 

 

 

Real Estate Investment Trusts (0.4%)

 

Brandywine Operating Partnership

5.750%

4/1/12

10,030

10,199

 

Health Care Property Investors, Inc.

6.000%

1/30/17

20,000

19,994

 

Simon Property Group Inc.

5.875%

3/1/17

25,000

25,569

 

 

 

 

 

 

 

Other (0.2%)

 

 

 

 

3

SovRisc BV

4.625%

10/31/08

25,000

24,905

 

 

 

 

 

2,494,619

 

 

 

 

 

 

Industrial (18.5%)

 

 

 

 

 

Basic Industry (2.1%)

 

 

 

 

 

Alcan, Inc.

4.875%

9/15/12

10,500

10,275

 

Alcan, Inc.

4.500%

5/15/13

22,300

21,085

 

 

15

 


 

 

 

 

Face

Market

 

 

 

Maturity

Amount

Value•

 

 

Coupon

Date

($000)

($000)

3

Alcoa, Inc.

5.720%

2/23/19

33,663

33,226

3

Alcoa, Inc.

5.870%

2/23/22

11,337

11,289

 

BHP Billiton Finance

4.800%

4/15/13

33,500

32,625

 

Dow Chemical Co.

5.750%

12/15/08

50,000

50,382

 

E.I. du Pont de Nemours & Co.

6.750%

9/1/07

25,000

25,113

 

E.I. du Pont de Nemours & Co.

4.125%

3/6/13

27,200

25,590

 

Monsanto Co.

5.500%

8/15/25

9,550

9,040

 

Monsanto Co.

5.500%

7/30/35

15,000

13,806

 

Praxair, Inc.

6.375%

4/1/12

25,000

26,331

 

Rio Tinto Finance USA Ltd.

2.625%

9/30/08

15,000

14,494

 

 

 

 

 

 

 

Capital Goods (2.7%)

 

 

 

 

 

Boeing Capital Corp.

4.750%

8/25/08

10,470

10,427

 

Boeing Co.

6.625%

2/15/38

20,950

23,705

 

Caterpillar Financial Services Corp.

3.625%

11/15/07

12,800

12,679

 

Caterpillar Financial Services Corp.

2.700%

7/15/08

11,800

11,447

 

Caterpillar, Inc.

6.625%

7/15/28

6,000

6,606

 

Caterpillar, Inc.

6.950%

5/1/42

15,000

17,117

 

General Dynamics Corp.

3.000%

5/15/08

11,400

11,132

 

General Dynamics Corp.

4.250%

5/15/13

41,100

39,010

 

Goodrich Corp.

6.800%

2/1/18

7,135

7,641

 

Illinois Tool Works, Inc.

5.750%

3/1/09

25,000

25,341

 

John Deere Capital Corp.

4.500%

8/22/07

10,000

9,964

 

John Deere Capital Corp.

4.625%

4/15/09

15,000

14,853

 

John Deere Capital Corp.

7.000%

3/15/12

25,000

26,938

 

Minnesota Mining

 

 

 

 

 

& Manufacturing Corp.

6.375%

2/15/28

25,000

26,874

 

PACTIV Corp.

8.125%

6/15/17

20,000

22,806

3

Siemens Financieringsmat

5.750%

10/17/16

25,000

25,417

 

Tyco International Group SA

6.000%

11/15/13

20,800

21,968

 

United Technologies Corp.

7.125%

11/15/10

25,000

26,632

 

United Technologies Corp.

4.875%

5/1/15

15,000

14,554

 

 

 

 

 

 

 

Communications (4.9%)

 

 

 

 

 

AT&T Inc.

6.250%

3/15/11

15,500

16,089

 

BellSouth Corp.

6.000%

10/15/11

31,000

31,949

 

BellSouth Corp.

6.000%

11/15/34

34,000

32,830

 

CBS Corp.

7.700%

7/30/10

26,740

28,726

 

Chesapeake

 

 

 

 

 

& Potomac Telephone Co.

7.875%

1/15/22

16,000

18,146

 

Comcast Cable Communications, Inc.

6.200%

11/15/08

5,250

5,332

 

Comcast Cable Communications, Inc.

6.750%

1/30/11

10,000

10,533

 

Comcast Corp.

5.300%

1/15/14

21,000

20,760

 

Comcast Corp.

6.450%

3/15/37

20,000

20,018

 

 


 

3

Cox Communications, Inc.

5.875%

12/1/16

40,000

40,268

 

Deutsche Telekom

 

 

 

 

 

International Finance

8.250%

6/15/30

39,200

48,545

 

France Telecom

7.750%

3/1/11

24,000

26,119

 

France Telecom

8.500%

3/1/31

20,800

27,027

 

Gannett Co., Inc.

4.125%

6/15/08

14,000

13,822

 

Gannett Co., Inc.

6.375%

4/1/12

25,000

26,097

 

GTE California Inc.

6.700%

9/1/09

25,000

25,752

 

Michigan Bell Telephone Co.

7.850%

1/15/22

25,000

28,165

 

New Cingular Wireless Services

8.750%

3/1/31

27,000

34,821

 

New Jersey Bell Telephone Co.

8.000%

6/1/22

14,585

16,337

 

News America Inc.

6.200%

12/15/34

11,000

10,670

 

Telefonica Europe BV

7.750%

9/15/10

25,000

26,961

 

Verizon Communications Corp.

5.500%

4/1/17

40,000

39,770

 

 

16

 


 

 

 

 

Face

Market

 

 

 

Maturity

Amount

Value•

 

 

Coupon

Date

($000)

($000)

 

Verizon Global Funding Corp.

4.375%

6/1/13

14,500

13,757

 

Verizon Virginia, Inc.

4.625%

3/15/13

10,800

10,246

 

Vodafone Group PLC

5.375%

1/30/15

11,250

11,089

 

Washington Post Co.

5.500%

2/15/09

50,000

50,323

 

 

 

 

 

 

 

Consumer Cyclicals (1.8%)

 

 

 

 

 

CVS Corp.

4.875%

9/15/14

12,000

11,523

 

CVS Corp.

6.125%

8/15/16

14,285

14,749

 

Home Depot Inc.

3.750%

9/15/09

12,000

11,635

 

Lowe’s Cos., Inc.

5.000%

10/15/15

28,125

27,266

 

McDonald’s Corp.

5.750%

3/1/12

10,000

10,269

 

Target Corp.

6.350%

1/15/11

16,500

17,210

 

Target Corp.

5.875%

3/1/12

31,000

32,041

 

The Walt Disney Co.

5.625%

9/15/16

20,000

20,370

 

Time Warner, Inc.

6.875%

5/1/12

10,000

10,650

 

Time Warner, Inc.

5.875%

11/15/16

20,000

20,163

 

Wal-Mart Stores, Inc.

4.375%

7/12/07

10,000

9,973

 

Wal-Mart Stores, Inc.

6.875%

8/10/09

50,000

52,031

 

 

 

 

 

 

 

Consumer Noncyclicals (4.0%)

 

 

 

 

 

Abbott Laboratories

4.350%

3/15/14

20,000

18,927

 

Anheuser-Busch Cos., Inc.

6.000%

4/15/11

31,125

32,086

 

Archer-Daniels-Midland Co.

7.125%

3/1/13

6,200

6,783

 

Archer-Daniels-Midland Co.

5.935%

10/1/32

5,000

4,969

 

Becton, Dickinson & Co.

4.550%

4/15/13

25,900

24,919

 

Bestfoods

6.625%

4/15/28

25,000

27,253

3

Cargill Inc.

6.125%

9/15/36

22,000

22,338

 

Clorox Co.

4.200%

1/15/10

14,535

14,218

 

Coca-Cola Co.

5.750%

3/15/11

45,000

46,159

 

Coca-Cola Enterprises Inc.

5.750%

11/1/08

25,000

25,310

 

Diageo Capital PLC

3.500%

11/19/07

10,400

10,277

 

Diageo Capital PLC

3.375%

3/20/08

10,200

10,016

 

Eli Lilly & Co.

6.000%

3/15/12

10,000

10,424

 

Eli Lilly & Co.

5.500%

3/15/27

20,000

19,221

 

GlaxoSmithKline Capital Inc.

4.375%

4/15/14

10,000

9,478

 

GlaxoSmithKline Capital Inc.

5.375%

4/15/34

16,055

15,548

 

Johnson & Johnson

3.800%

5/15/13

19,895

18,688

 

Johnson & Johnson

6.730%

11/15/23

15,000

17,040

 

Kimberly-Clark Corp.

6.250%

7/15/18

25,000

26,317

 

Kraft Foods, Inc.

5.625%

11/1/11

22,625

22,890

 

Pepsico, Inc.

3.200%

5/15/07

18,000

17,952

 

Pharmacia Corp.

6.600%

12/1/28

10,500

11,648

 

Procter & Gamble Co.

4.300%

8/15/08

13,000

12,874

 

Procter & Gamble Co.

6.450%

1/15/26

25,000

27,255

 

 


 

 

Procter & Gamble Co.

5.550%

3/5/37

20,000

19,451

2

Procter & Gamble Co. ESOP

9.360%

1/1/21

24,212

30,241

 

Schering-Plough Corp.

5.550%

12/1/13

16,985

17,284

 

 

 

 

 

 

 

Energy (1.7%)

 

 

 

 

 

Anadarko Petroleum Corp.

3.250%

5/1/08

10,800

10,575

 

Burlington Resources, Inc.

6.500%

12/1/11

25,000

26,433

 

ChevronTexaco Capital Co.

3.500%

9/17/07

22,000

21,816

 

ChevronTexaco Corp.

8.625%

4/1/32

25,000

34,499

 

ConocoPhillips Canada

5.625%

10/15/16

25,000

25,466

 

Devon Financing Corp.

7.875%

9/30/31

15,000

17,733

 

 

17

 


 

 

 

 

Face

Market

 

 

 

Maturity

Amount

Value•

 

 

Coupon

Date

($000)

($000)

 

Encana Corp.

6.500%

8/15/34

15,000

15,562

 

Halliburton Co.

5.500%

10/15/10

15,400

15,568

 

Phillips Petroleum Co.

7.000%

3/30/29

11,500

12,920

 

Suncor Energy, Inc.

5.950%

12/1/34

28,000

27,987

 

Valero Energy Corp.

7.500%

4/15/32

16,600

18,857

 

 

 

 

 

 

 

Technology (0.6%)

 

 

 

 

 

Cisco Systems Inc.

5.250%

2/22/11

18,200

18,287

 

Hewlett-Packard Co.

3.625%

3/15/08

10,800

10,634

 

International

 

 

 

 

 

Business Machines Corp.

4.750%

11/29/12

5,000

4,931

 

International

 

 

 

 

 

Business Machines Corp.

7.000%

10/30/25

25,000

28,621

 

Pitney Bowes, Inc.

4.750%

5/15/18

10,000

9,223

 

 

 

 

 

 

 

Transportation (0.1%)

 

 

 

 

 

Norfolk Southern Corp.

6.200%

4/15/09

15,000

15,277

 

 

 

 

 

 

 

Other (0.6%)

 

 

 

 

 

Dover Corp.

4.875%

10/15/15

20,000

19,155

 

Eaton Corp.

5.750%

7/15/12

15,600

15,960

 

Eaton Corp.

5.300%

3/15/17

20,000

19,813

 

Eaton Corp.

6.500%

6/1/25

10,000

10,764

 

Eaton Corp.

5.250%

6/15/35

14,500

13,355

 

Stanley Works

3.500%

11/1/07

5,000

4,946

 

 

 

 

 

2,418,347

Utilities (3.6%)

 

 

 

 

 

Electric Utilities (3.5%)

 

 

 

 

 

Alabama Power Co.

5.550%

2/1/17

11,765

11,913

3

Baltimore Gas & Electric Co.

5.900%

10/1/16

15,000

15,325

 

Consolidated Edison Co. of New York

5.625%

7/1/12

16,205

16,612

 

Consolidated Edison Co. of New York

4.875%

2/1/13

9,700

9,532

 

Consolidated Edison Co. of New York

3.850%

6/15/13

6,000

5,559

 

Duke Energy Corp.

6.250%

1/15/12

20,000

20,910

 

Exelon Corp.

6.750%

5/1/11

17,500

18,261

 

Florida Power & Light Co.

4.850%

2/1/13

12,000

11,789

 

Florida Power Corp.

6.650%

7/15/11

25,000

26,479

 

Georgia Power Co.

4.875%

7/15/07

25,000

24,961

 

Indiana Michigan Power Co.

6.050%

3/15/37

20,000

19,693

 

Kentucky Utilities Co.

7.920%

5/15/07

5,000

5,011

 

National Rural Utilities

 

 

 

 

 

Cooperative Finance Corp.

7.250%

3/1/12

40,000

43,525

 

National Rural Utilities

 

 

 

 

 

Cooperative Finance Corp.

4.750%

3/1/14

12,000

11,634

 

 


 

 

NStar Electric Co.

4.875%

10/15/12

20,800

20,389

 

Oklahoma Gas & Electric Co.

6.500%

4/15/28

10,000

10,639

 

PacifiCorp

6.625%

6/1/07

10,000

10,017

 

PECO Energy Co.

4.750%

10/1/12

12,000

11,677

 

SCANA Corp.

6.875%

5/15/11

25,000

26,501

 

SCANA Corp.

6.250%

2/1/12

28,930

30,094

 

Southern California Edison Co.

5.000%

1/15/14

11,800

11,618

 

Southern Co.

5.300%

1/15/12

20,000

20,182

 

Southwestern Electric Power

5.550%

1/15/17

20,000

19,935

 

Virginia Electric & Power Co.

4.750%

3/1/13

16,350

15,856

 

Wisconsin Electric Power Co.

5.700%

12/1/36

13,825

13,604

 

Wisconsin Power & Light Co.

5.700%

10/15/08

12,650

12,748

 

Wisconsin Public Service

6.125%

8/1/11

8,000

8,285

 

 

18

 


 

 

 

 

Face

Market

 

 

 

Maturity

Amount

Value•

 

 

Coupon

Date

($000)

($000)

 

Natural Gas (0.1%)

 

 

 

 

3

Duke Energy Field Services

6.450%

11/3/36

9,375

9,622

 

 

 

 

 

462,371

Total Corporate Bonds

 

 

 

 

(Cost $6,020,754)

 

 

 

6,045,541

Sovereign Bonds (U.S. Dollar-Denominated) (6.4%)

 

African Development Bank

4.500%

1/15/09

22,500

22,389

 

African Development Bank

3.750%

1/15/10

6,400

6,219

 

Asian Development Bank

4.500%

9/4/12

40,000

39,328

 

BK Nederlandse Gemeenten

6.000%

3/26/12

50,000

52,297

3

Corporacion Nacional del Cobre

6.150%

10/24/36

18,710

19,236

 

European Investment Bank

3.500%

3/14/08

26,000

25,693

 

European Investment Bank

4.000%

3/3/10

20,000

19,589

 

European Investment Bank

4.625%

5/15/14

54,000

52,633

 

European Investment Bank

4.625%

10/20/15

15,000

14,559

 

Export Development Canada

4.625%

4/1/10

50,000

49,831

 

Inter-American Development Bank

3.375%

3/17/08

30,000

29,611

 

International Bank for

 

 

 

 

 

Reconstruction & Development

4.125%

6/24/09

11,800

11,650

 

Japan Bank International

4.750%

5/25/11

35,000

34,751

 

Kreditanstalt fur Wiederaufbau

3.375%

1/23/08

60,000

58,991

 

Kreditanstalt fur Wiederaufbau

3.500%

3/14/08

18,000

17,778

 

Kreditanstalt fur Wiederaufbau

3.250%

3/30/09

18,000

17,471

^

Kreditanstalt fur Wiederaufbau

4.125%

10/15/14

22,000

20,841

 

Landwirtschaftliche Rentenbank

4.125%

7/15/08

67,000

66,443

 

Oesterreichische Kontrollbank

4.250%

10/6/10

15,000

14,745

 

Oesterreichische Kontrollbank

4.500%

3/9/15

17,000

16,479

 

Province of British Columbia

5.375%

10/29/08

9,500

9,568

 

Province of Manitoba

4.450%

4/12/10

20,000

19,683

 

Province of New Brunswick

3.500%

10/23/07

4,600

4,544

 

Province of New Brunswick

5.200%

2/21/17

30,000

30,270

 

Province of Ontario

5.000%

10/18/11

20,000

20,071

 

Province of Ontario

5.125%

7/17/12

25,000

25,093

 

Province of Ontario

4.500%

2/3/15

40,000

38,608

 

Province of Quebec

6.125%

1/22/11

19,500

20,255

 

Province of Quebec

5.125%

11/14/16

20,000

19,883

 

Quebec Hydro Electric

6.300%

5/11/11

50,000

51,834

Total Sovereign Bonds

 

 

 

 

(Cost $837,522)

 

 

 

830,343

Taxable Municipal Bonds (2.1%)

 

 

 

 

 

Illinois (Taxable Pension) GO

4.950%

6/1/23

21,275

20,443

 

Illinois (Taxable Pension) GO

5.100%

6/1/33

130,545

124,670

 

Oregon School Board Assn.

4.759%

6/30/28

15,000

13,936

 

President and Fellows of Harvard College

6.300%

10/1/37

68,000

72,005

 

 


 

 

Southern California Public Power Auth.

6.930%

5/15/17

30,000

34,043

 

Wisconsin Public Service Rev.

5.700%

5/1/26

9,000

9,293

Total Taxable Municipal Bonds

 

 

 

 

(Cost $271,856)

 

 

 

274,390

 

 

19

 


 

 

 

Market

 

 

 

Value

 

 

Shares

($000)

Common Stocks (38.6%)

 

 

Consumer Staples (4.0%)

 

 

 

Altria Group, Inc.

2,031,700

178,404

 

Kellogg Co.

2,241,300

115,270

 

Kimberly-Clark Corp.

1,405,900

96,290

 

General Mills, Inc.

1,208,300

70,347

 

Campbell Soup Co.

876,800

34,151

 

Diageo PLC ADR

300,000

24,285

 

 

 

518,747

Energy (4.3%)

 

 

 

Chevron Corp.

2,841,600

210,165

 

ExxonMobil Corp.

2,277,826

171,862

 

ConocoPhillips Co.

1,967,500

134,479

^

Royal Dutch Shell

 

 

 

PLC ADR Class B

669,256

44,579

 

 

 

561,085

Financials (11.1%)

 

 

 

Bank of America Corp.

5,092,788

259,834

 

Citigroup, Inc.

4,440,900

227,996

 

U.S. Bancorp

4,385,700

153,368

 

PNC Financial

 

 

 

Services Group

1,992,500

143,400

 

UBS AG (New York Shares)

2,215,000

131,637

 

JPMorgan Chase & Co.

2,434,900

117,800

 

Host Hotels &

 

 

 

Resorts Inc. REIT

3,441,400

90,543

 

The Allstate Corp.

1,168,400

70,174

 

SunTrust Banks, Inc.

800,800

66,498

 

The Chubb Corp.

1,123,000

58,025

 

Wells Fargo & Co.

1,349,700

46,470

 

Wachovia Corp.

842,200

46,363

 

The Bank of

 

 

 

New York Co., Inc.

1,000,000

40,550

 

 

 

1,452,658

Health Care (2.4%)

 

 

 

Wyeth

2,426,100

121,378

 

Abbott Laboratories

1,467,900

81,909

 

Bristol-Myers Squibb Co.

2,357,800

65,452

 

GlaxoSmithKline PLC ADR

913,400

50,474

 

 

 

319,213

Industrials (3.0%)

 

 

 

General Electric Co.

6,531,700

230,961

 

Pitney Bowes, Inc.

2,084,100

94,597

 

Waste Management, Inc.

1,326,600

45,648

 

 


 

 

R.R. Donnelley & Sons Co.

700,800

25,642

 

 

 

396,848

Materials (3.7%)

 

 

 

Dow Chemical Co.

2,801,900

128,495

 

E.I. du Pont de

 

 

 

Nemours & Co.

2,487,000

122,932

 

PPG Industries, Inc.

1,084,900

76,279

 

Air Products &

 

 

 

Chemicals, Inc.

700,100

51,779

 

Packaging Corp. of America

2,004,100

48,900

 

Lyondell Chemical Co.

1,000,000

29,970

 

International Paper Co.

626,850

22,817

 

 

 

481,172

Telecommunication Services (4.3%)

 

 

AT&T Inc.

9,832,380

387,691

 

Verizon

 

 

 

Communications Inc.

3,921,800

148,715

 

Chunghwa Telecom Co.,

 

 

 

Ltd. ADR

1,158,000

23,067

 

 

 

559,473

Utilities (5.8%)

 

 

 

FPL Group, Inc.

4,609,800

281,981

 

Exelon Corp.

1,400,100

96,201

 

PPL Corp.

1,630,000

66,667

 

Consolidated Edison Inc.

1,240,600

63,345

 

American Electric

 

 

 

Power Co., Inc.

1,190,900

58,056

 

Southern Co.

1,541,600

56,500

 

Dominion Resources, Inc.

601,800

53,422

 

SCANA Corp.

1,045,900

45,151

 

Entergy Corp.

289,900

30,416

 

 

 

751,739

Total Common Stocks

 

 

(Cost $3,745,383)

 

5,040,935

Temporary Cash Investments (2.5%)

 

Money Market Fund (0.0%)

 

 

4

Vanguard Market

 

 

 

Liquidity Fund,

 

 

 

5.288%—Note G

6,515,400

6,515

 

 

Face

 

 

 

Amount

 

 

 

($000)

 

Repurchase Agreement (2.5%)

 

 

Goldman, Sachs & Co.

 

 

 

5.370%, 4/2/07

 

 

 

(Dated 3/30/07,

 

 

 

 


 

 

Repurchase Value $322,444,000,

 

 

collateralized by Federal

 

 

 

Home Loan Mortgage Corp.

 

 

3.500%–7.000%,

 

 

 

1/1/09–11/1/36,

 

 

 

Federal National Mortgage Assn.

 

 

4.000%–6.500%,

 

 

 

8/1/18–11/1/36)

322,300

322,300

Total Temporary Cash Investments

 

(Cost $328,815)

 

328,815

Total Investments (101.5%)

 

 

(Cost $11,936,450)

 

13,248,878

 

 

20

 


 

Market

 

Value

 

($000)

Other Assets and Liabilities (–1.5%)

 

Other Assets—Note C

130,776

Payables for Investment

 

Securities Purchased

(290,979)

Other Liabilities—Note G

(37,122)

 

(197,325)

Net Assets (100%)

13,051,553

 

At March 31, 2007, net assets consisted of:5

 

Amount

 

($000)

Paid-in Capital

11,624,702

Overdistributed Net Investment Income

(4,060)

Accumulated Net Realized Gains

118,483

Unrealized Appreciation

1,312,428

Net Assets

13,051,553

 

 

 

 

Investor Shares—Net Assets

 

Applicable to 360,268,148 outstanding $.001

par value shares of beneficial interest

 

(unlimited authorization)

7,934,901

Net Asset Value Per Share—

 

Investor Shares

$22.02

 

 

 

 

Admiral Shares—Net Assets

 

Applicable to 95,887,335 outstanding $.001

par value shares of beneficial interest

 

(unlimited authorization)

5,116,652

Net Asset Value Per Share—

 

Admiral Shares

$53.36

 

•  See Note A in Notes to Financial Statements.

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

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

2  The average or expected maturity is shorter than the final maturity shown because of the possibility of interim principal payments and prepayments or the possibility of the issue being called.

3  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 March 31, 2007, the aggregate value of these securities was $432,730,000, representing 3.3% of net assets.

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

5  See Note E in Notes to Financial Statements for the tax-basis components of net assets.
ADR—American Depositary Receipt.

GO—General Obligation Bond.
REIT—Real Estate Investment Trust.

 

21

 


Statement of Operations

 

 

Six Months Ended

 

March 31, 2007

 

($000)

Investment Income

 

Income

 

Dividends

76,490

Interest

201,048

Security Lending

40

Total Income

277,578

Expenses

 

Investment Advisory Fees—Note B

 

Basic Fee

3,325

Performance Adjustment

The Vanguard Group—Note C

 

Management and Administrative

 

Investor Shares

6,657

Admiral Shares

1,931

Marketing and Distribution

 

Investor Shares

784

Admiral Shares

361

Custodian Fees

26

Shareholders’ Reports

 

Investor Shares

97

Admiral Shares

9

Trustees’ Fees and Expenses

9

Total Expenses

13,199

Expenses Paid Indirectly—Note D

(76)

Net Expenses

13,123

Net Investment Income

264,455

Realized Net Gain (Loss) on Investment Securities Sold

166,857

Change in Unrealized Appreciation

 

(Depreciation) of Investment Securities

255,033

Net Increase (Decrease)

 

in Net Assets Resulting from Operations

686,345

 

 

22

 


Statement of Changes in Net Assets

 

 

Six Months Ended

Year Ended

 

Mar. 31,

Sept. 30,

 

2007

2006

 

($000)

($000)

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net Investment Income

264,455

503,593

Realized Net Gain (Loss)

166,857

381,568

Change in Unrealized Appreciation (Depreciation)

255,033

(7,189)

Net Increase (Decrease)

 

 

in Net Assets Resulting from Operations

686,345

877,972

Distributions

 

 

Net Investment Income

 

 

Investor Shares

(162,480)

(313,981)

Admiral Shares

(105,786)

(188,826)

Realized Capital Gain1

 

 

Investor Shares

(230,076)

(135,445)

Admiral Shares

(144,878)

(76,238)

Total Distributions

(643,220)

(714,490)

Capital Share Transactions—Note H

 

 

Investor Shares

326,462

(471,707)

Admiral Shares

484,380

524,469

Net Increase (Decrease)

 

 

from Capital Share Transactions

810,842

52,762

Total Increase (Decrease)

853,967

216,244

Net Assets

 

 

Beginning of Period

12,197,586

11,981,342

End of Period2

13,051,553

12,197,586

 

 

1  Includes fiscal 2007 and 2006 short-term gain distributions totaling $21,203,000 and $4,961,000, respectively. Short-term gain distributions are treated as ordinary income dividends for tax purposes.

2  Net Assets—End of Period includes undistributed (overdistributed) net investment income of ($4,060,000) and ($249,000).

 

23

 


Financial Highlights

 

Wellesley Income Fund Investor Shares

 

 

 

 

 

 

 

 

 

 

 

 

Six Months

 

 

 

 

 

 

Ended

 

 

 

For a Share Outstanding

Mar. 31,

Year Ended September 30,

Throughout Each Period

2007

2006

2005

2004

2003

2002

Net Asset Value,

 

 

 

 

 

 

Beginning of Period

$21.95

$21.66

$21.11

$20.25

$19.08

$20.69

Investment Operations

 

 

 

 

 

 

Net Investment Income

.460

.904

.851

.844

.862

.943

Net Realized and Unrealized

 

 

 

 

 

 

Gain (Loss) on Investments

.748

.673

.592

.871

1.163

(.886)

Total from

 

 

 

 

 

 

Investment Operations

1.208

1.577

1.443

1.715

2.025

.057

Distributions

 

 

 

 

 

 

Dividends from

 

 

 

 

 

 

Net Investment Income

(.466)

(.903)

(.855)

(.855)

(.855)

(.955)

Distributions from

 

 

 

 

 

 

Realized Capital Gains

(.672)

(.384)

(.038)

(.712)

Total Distributions

(1.138)

(1.287)

(.893)

(.855)

(.855)

(1.667)

Net Asset Value,

 

 

 

 

 

 

End of Period

$22.02

$21.95

$21.66

$21.11

$20.25

$19.08

 

 

 

 

 

 

 

Total Return

5.57%

7.61%

6.93%

8.60%

10.74%

0.26%

 

 

 

 

 

 

 

Ratios/Supplemental Data

Net Assets,

 

 

 

 

 

 

End of Period (Millions)

$7,935

$7,580

$7,954

$8,851

$8,171

$6,985

Ratio of Total Expenses

 

 

 

 

 

 

to Average Net Assets1

0.25%*

0.25%

0.24%

0.26%

0.31%

0.30%

Ratio of Net

 

 

 

 

 

 

Investment Income to

 

 

 

 

 

 

Average Net Assets

4.16%*

4.21%

3.98%

4.06%

4.33%

4.72%

Portfolio Turnover Rate

18%*

19%

18%

23%

28%

43%

 

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

*  Annualized.

 

24

 


Wellesley Income Fund Admiral Shares

 

 

 

 

 

 

 

 

 

 

 

 

Six Months

 

 

 

 

 

 

Ended

 

 

 

For a Share Outstanding

Mar. 31,

Year Ended September 30,

Throughout Each Period

2007

2006

2005

2004

2003

2002

Net Asset Value,

 

 

 

 

 

 

Beginning of Period

$53.18

$52.47

$51.16

$49.07

$46.22

$50.14

Investment Operations

 

 

 

 

 

 

Net Investment Income

1.140

2.247

2.121

2.099

2.136

2.318

Net Realized and Unrealized

 

 

 

 

 

 

Gain (Loss) on Investments

1.823

1.638

1.413

2.113

2.835

(2.164)

Total from

 

 

 

 

 

 

Investment Operations

2.963

3.885

3.534

4.212

4.971

.154

Distributions

 

 

 

 

 

 

Dividends from

 

 

 

 

 

 

Net Investment Income

(1.155)

(2.245)

(2.131)

(2.122)

(2.121)

(2.348)

Distributions from

 

 

 

 

 

 

Realized Capital Gains

(1.628)

(.930)

(.093)

(1.726)

Total Distributions

(2.783)

(3.175)

(2.224)

(2.122)

(2.121)

(4.074)

Net Asset Value,

 

 

 

 

 

 

End of Period

$53.36

$53.18

$52.47

$51.16

$49.07

$46.22

 

 

 

 

 

 

 

Total Return

5.64%

7.74%

7.01%

8.72%

10.89%

0.29%

 

 

 

 

 

 

 

Ratios/Supplemental Data

 

 

 

 

 

 

Net Assets,

 

 

 

 

 

 

End of Period (Millions)

$5,117

$4,618

$4,027

$1,507

$1,274

$915

Ratio of Total Expenses

 

 

 

 

 

 

to Average Net Assets1

0.15%*

0.14%

0.14%

0.15%

0.20%

0.23%

Ratio of Net

 

 

 

 

 

 

Investment Income to

 

 

 

 

 

 

Average Net Assets

4.26%*

4.32%

4.05%

4.17%

4.43%

4.78%

Portfolio Turnover Rate

18%*

19%

18%

23%

28%

43%

 

 

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

*  Annualized.

See accompanying Notes, which are an integral part of the Financial Statements.

 

 

25

 


Notes to Financial Statements

 

Vanguard Wellesley 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. Investor Shares are available to any investor who meets the fund’s minimum purchase requirements. Admiral Shares are designed for investors who meet certain administrative, service, tenure, and account-size criteria.

 

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

 

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4:00 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Bonds, and temporary cash investments acquired over 60 days to maturity, are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Other temporary cash investments are valued at amortized cost, which approximates market value. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value.

 

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

 

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

 

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

 

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

 

6. Other: Dividend income is recorded on the ex-dividend date. Interest income is accrued daily. Premiums and discounts on debt securities purchased are amortized and accreted, respectively, to interest income over the lives of the respective securities. 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.

 

 

26


 

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 the fund for a fee calculated at an annual percentage rate of average net assets. The basic fee is subject to quarterly adjustments based on the fund’s performance for the preceding three years relative to a combined index comprising the Lehman Brothers Credit A or Better Bond Index, the S&P 500/Citigroup Value Index, the S&P Utilities Index, and the S&P Integrated Telecommunication Services Index. For the six months ended March 31, 2007, the investment advisory fee represented an effective annual basic rate of 0.05% of the fund’s average net assets, with no adjustment required based on performance.

 

C. The Vanguard Group furnishes at cost corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At March 31, 2007, the fund had contributed capital of $1,213,000 to Vanguard (included in Other Assets), representing 0.01% of the fund’s net assets and 1.21% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers 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. The fund’s custodian bank has also agreed to reduce its fees when the fund maintains cash on deposit in the non-interest-bearing custody account. For the six months ended March 31, 2007, these arrangements reduced the fund’s management and administrative expenses by $50,000 and custodian fees by $26,000.

 

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

 

At March 31, 2007, the cost of investment securities for tax purposes was $11,936,450,000. Net unrealized appreciation of investment securities for tax purposes was $1,312,428,000, consisting of unrealized gains of $1,422,080,000 on securities that had risen in value since their purchase and

$109,652,000 in unrealized losses on securities that had fallen in value since their purchase.

 

F. During the six months ended March 31, 2007, the fund purchased $1,305,960,000 of investment securities and sold $1,115,032,000 of investment securities, other than U.S. government securities and temporary cash investments. Purchases and sales of U.S. government securities were $272,395,000 and $5,110,000, respectively.

 

27

 


G. The market value of securities on loan to broker-dealers at March 31, 2007, was $6,293,000, for which the fund received cash collateral of $6,515,000.

 

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

 

 

Six Months Ended

 

Year Ended

 

 

March 31, 2007

 

September 30, 2006

 

 

Amount

Shares

 

Amount

Shares

 

($000)

(000)

 

($000)

(000)

Investor Shares

 

 

 

 

 

Issued

727,531

32,952

 

985,222

46,086

Issued in Lieu of Cash Distributions

359,256

16,411

 

404,884

19,078

Redeemed

(760,325)

(34,372)

 

(1,861,813)

(87,144)

Net Increase (Decrease)

 

 

 

 

 

—Investor Shares

326,462

14,991

 

(471,707)

(21,980)

Admiral Shares

 

 

 

 

 

Issued

563,659

10,512

 

969,253

18,665

Issued in Lieu of Cash Distributions

213,859

4,032

 

219,515

4,268

Redeemed

(293,138)

(5,486)

 

(664,299)

(12,853)

Net Increase (Decrease)

 

 

 

 

 

—Admiral Shares

484,380

9,058

 

524,469

10,080

Investor Shares

 

 

 

 

 

Issued

727,531

32,952

 

985,222

46,086

Issued in Lieu of Cash Distributions

359,256

16,411

 

404,884

19,078

Redeemed

(760,325)

(34,372)

 

(1,861,813)

(87,144)

Net Increase (Decrease)

 

 

 

 

 

—Investor Shares

326,462

14,991

 

(471,707)

(21,980)

Admiral Shares

 

 

 

 

 

Issued

563,659

10,512

 

969,253

18,665

Issued in Lieu of Cash Distributions

213,859

4,032

 

219,515

4,268

Redeemed

(293,138)

(5,486)

 

(664,299)

(12,853)

Net Increase (Decrease

 

 

 

 

 

—Admiral Shares

484,380

9,058

 

524,469

10,080

 

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

 

 

28

 


About Your Fund’s Expenses

 

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

 

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

 

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

 

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

 

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

 

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

 

Six Months Ended March 31, 2007

 

 

 

 

 

 

 

 

Beginning

Ending

Expenses

 

Account Value

Account Value

Paid During

Wellesley Income Fund

9/30/2006

3/31/2007

Period1

Based on Actual Fund Return

 

 

 

Investor Shares

$1,000.00

$1,055.73

$1.28

Admiral Shares

1,000.00

1,056.44

0.77

Based on Hypothetical 5% Yearly Return

 

 

 

Investor Shares

$1,000.00

$1,023.68

$1.26

Admiral Shares

1,000.00

1,024.18

0.76

 

1  The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratios for that period are 0.25% for Investor Shares and 0.15% 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.

29

 


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

 

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

 

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

 

 

 

30

 


Trustees Approve Advisory Agreement

 

The board of trustees of Vanguard Wellesley Income Fund has renewed the fund’s investment advisory agreement with Wellington Management Company, LLP. The board determined that retaining Wellington Management was in the best interests of the fund and its shareholders.

 

The board based its decision upon an evaluation of the advisor’s investment staff, portfolio management process, and performance. The trustees considered the factors discussed below, among others. However, no single factor determined whether the board approved the agreement. Rather, it was the totality of the circumstances that drove the board’s decision.

 

The board approved a change to the performance adjustment schedule in the investment advisory agreement. The schedule now will be based on a “linear” rather than a “step” approach. The board concluded that linear adjustments better align the interests of an advisor with those of the fund shareholders because the advisor’s compensation is more closely linked to its performance.

 

Nature, extent, and quality of services

The board considered the quality of the fund’s investment management over both the short and long term, and took into account the organizational depth and stability of the firm. The board noted that Wellington Management Company, founded in 1928, is among the nation’s oldest and most respected institutional managers. The firm has advised the fund since its inception in 1970.

 

The board also noted that the two senior portfolio managers, each of whom has over two decades of investment industry experience, are backed by well-tenured teams of equity and fixed income research analysts who conduct detailed fundamental analysis of their respective industries and companies.

 

The board concluded that the advisor’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory agreement.

 

Investment performance

The board considered the short- and long-term performance of the fund, including any periods of outperformance or underperformance of a relevant benchmark and peer group. The fund has performed in line with expectations, and its results have been consistent with its investment strategy.

 

The board noted that the fund’s short- and long-term performance have been consistently competitive versus the fund’s benchmark and peer group. Information about the fund’s most recent performance can be found in the Performance Summary section of this report.

 

Cost

The board concluded that the fund’s expense ratio was far below the average expense ratio charged by funds in its peer group. The board noted that the fund’s advisory fees were also well below the peer-group average. Information about the fund’s expense ratio appears in the About Your Fund’s Expenses section of this report as well as in the Financial Statements section, which also includes information about the advisory fee rate. The board did not consider profitability of Wellington Management in determining whether to approve the advisory fee, because Wellington Management is independent of Vanguard, and the advisory fee is the result of arm’s-length negotiations.

 


The benefit of economies of scale

The board concluded that the fund’s shareholders benefit from economies of scale because of breakpoints in the fund’s advisory fee schedule. The breakpoints reduce the effective rate of the fee as the fund’s assets increase.

 

The advisory agreement will continue for one year and is renewable by the fund’s board after that for successive one-year periods.

 

 

31

 


Glossary

 

Average Coupon. The average interest rate paid on the fixed income securities held by a fund. It is expressed as a percentage of face value.

 

Average Duration. An estimate of how much the value of the bonds held by a fund will fluctuate in response to a change in interest rates. To see how the value could change, multiply the average duration by the change in rates. If interest rates rise by 1 percentage point, the value of the bonds in a fund with an average duration of five years would decline by about 5%. If rates decrease by a percentage point, the value would rise by 5%.

 

Average Effective Maturity. The average length of time until fixed income securities held by a fund reach maturity and are repaid, taking into consideration the possibility that the issuer may call the bond before its maturity date. The figure reflects the proportion of fund assets represented by each security; it also reflects any futures contracts held. In general, the longer the average effective maturity, the more a fund’s share price will fluctuate in response to changes in market interest rates.

 

Average Quality. An indicator of credit risk, this figure is the average of the ratings assigned to a fund’s fixed income holdings by credit-rating agencies. The agencies make their judgment after appraising an issuer’s ability to meet its obligations. Quality is graded on a scale, with Aaa or AAA indicating the most creditworthy bond issuers. U.S. Treasury securities are considered to have the highest credit quality.

 

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

 

Dividend Yield. The current, annualized rate of dividends paid on a share of stock, divided by its current share price. For a fund, the weighted average yield for stocks it holds. The index yield is based on the current annualized rate of dividends paid on stocks in the index.

 

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

 

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

 

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

 

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is measured from the inception date.

 

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

 

32

 


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

 

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

 

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

 

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

 

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

 

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

 

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

 

Yield to Maturity. The rate of return an investor would receive if the fixed income securities held by a fund were held to their maturity dates.

 

 

33

 


 

 

 

 

 

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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 on an at-cost basis.

 

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

 

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

 

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

 

 

Chairman of the Board, Chief Executive Officer, and Trustee

 

 

John J. Brennan1

 

Born 1954

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

Trustee since May 1987;

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

Chairman of the Board and

companies served by The Vanguard Group.

Chief Executive Officer

 

147 Vanguard Funds Overseen

 

 

 

Independent Trustees

 

 

 

Charles D. Ellis

 

Born 1937

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

Trustee since January 2001

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

147 Vanguard Funds Overseen

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

 

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

 

 

Rajiv L. Gupta

 

Born 1945

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

Trustee since December 20012

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

147 Vanguard Funds Overseen

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

 

Trustee of Drexel University and of the Chemical Heritage Foundation.

 

 

Amy Gutmann

 

Born 1949

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

Trustee since June 2006

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

147 Vanguard Funds Overseen

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

 

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

 

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

 

Corporation of New York since 2005 and of Schuylkill River Development Corporation and

 

Greater Philadelphia Chamber of Commerce since 2004.

 

 


JoAnn Heffernan Heisen

 

Born 1950

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

Trustee since July 1998

Global Diversity Officer since 2006, Vice President and Chief Information Officer

147 Vanguard Funds Overseen

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

 

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

 

at Princeton and Women’s Research and Education Institute.

 

 

André F. Perold

 

Born 1952

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

Trustee since December 2004

and Banking, Harvard Business School; Senior Associate Dean, Director of Faculty

147 Vanguard Funds Overseen

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

 

of UNX, Inc. (equities trading firm) since 2003; Chair of the Investment Committee of

 

HighVista Strategies LLC (private investment firm) since 2005; Director of registered

 

investment companies advised by Merrill Lynch Investment Managers and affiliates

 

(1985–2004), Genbel Securities Limited (South African financial services firm)

 

(1999–2003), Gensec Bank (1999–2003), Sanlam, Ltd. (South African insurance

 

company) (2001–2003), and Stockback, Inc. (credit card firm) (2000–2002).

 

 

Alfred M. Rankin, Jr.

 

Born 1941

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

Trustee since January 1993

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

147 Vanguard Funds Overseen

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

 

 

J. Lawrence Wilson

 

Born 1936

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

Trustee since April 1985

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

147 Vanguard Funds Overseen

AmerisourceBergen Corp. (pharmaceutical distribution); Trustee of Vanderbilt University

 

and of Culver Educational Foundation.

 

 

Executive Officers1

 

 

 

Heidi Stam

 

Born 1956

Principal Occupation(s) During the Past Five Years: Managing Director of The Vanguard

Secretary since July 2005

Group, Inc., since 2006; General Counsel of The Vanguard Group since 2005; Secretary of

147 Vanguard Funds Overseen

The Vanguard Group, and of each of the investment companies served by The Vanguard

 

Group, since 2005; Principal of The Vanguard Group (1997–2006).

 

 

Thomas J. Higgins

 

Born 1957

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

Treasurer since July 1998

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

147 Vanguard Funds Overseen

 

 

 

 

Vanguard Senior Management Team

 

 

R. Gregory Barton

Kathleen C. Gubanich

Michael S. Miller

Mortimer J. Buckley

Paul A. Heller

Ralph K. Packard

James H. Gately

F. William McNabb, III

George U. Sauter

 

 

Founder

 

 

 

John C. Bogle

 

Chairman and Chief Executive Officer, 1974–1996

 

 

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

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

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

 



P.O. Box 2600

Valley Forge, PA 19482-2600

 

Connect with Vanguard® > www.vanguard.com

 

Fund Information > 800-662-7447

Vanguard, Admiral, Connect with Vanguard, Wellesley, and

 

the ship logo are trademarks of The Vanguard Group, Inc.

Direct Investor Account Services > 800-662-2739

 

 

All other marks are the exclusive property of their

Institutional Investor Services > 800-523-1036

respective owners.

 

 

Text Telephone for the

 

Hearing-Impaired > 800-952-3335

All comparative mutual fund data are from Lipper Inc.

 

or Morningstar, Inc., unless otherwise noted.

 

 

 

 

 

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

 

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

This material may be used in conjunction

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

with the offering of shares of any Vanguard

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

fund only if preceded or accompanied by

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

the fund’s current prospectus.

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

 

securities it owned during the 12 months ended June 30.

 

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

 

or www.sec.gov.

 

 

 

 

 

You can review and copy information about your fund

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Public Reference Section, Securities and Exchange

 

Commission, Washington, DC 20549-0102.

 

 

 

 

 

 

 

 

 

© 2007 The Vanguard Group, Inc.

 

All rights reserved.

 

Vanguard Marketing Corporation, Distributor.

 

 

 

Q272 052007




Item 2: Not Applicable

Item 3: Not Applicable

Item 4: Not Applicable

Item 5: Not applicable.

Item 6: Not applicable.

Item 7: Not applicable.

Item 8: Not applicable.

Item 9: Not applicable.

Item 10: Not applicable.

Item 11: Controls and Procedures

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

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

Item 12: Exhibits.

        Certifications.

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

VANGUARD WELLESLEY INCOME FUND

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

Date:   May 16, 2007

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 WELLESLEY INCOME FUND

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

Date:   May 16, 2007

VANGUARD WELLESLEY INCOME FUND

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

Date:   May 16, 2007

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