N-CSRS 1 trustee_final.htm VANGUARD TRUSTEES EQUITY FUND trustee_final.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-02968-99

Name of Registrant: Vanguard Trustees’ Equity Fund
Address of Registrant: P.O. Box 2600
  Valley Forge, PA 19482
 
Name and address of agent for service: Anne E. Robinson, Esquire
  P.O. Box 876
  Valley Forge, PA 19482

 

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

Date of fiscal year end: October 31

Date of reporting period: October 31, 2016 – April 30, 2017

Item 1: Reports to Shareholders

 



Semiannual Report | April 30, 2017

Vanguard International Value Fund


 

A new format, unwavering commitment

As you begin reading this report, you’ll notice that we’ve made some improvements to the opening sections—based on feedback from you, our clients.

Page 1 starts with a new ”Your Fund’s Performance at a Glance,” a concise, handy summary of how your fund performed during the period.

In the renamed ”Chairman’s Perspective,” Bill McNabb will focus on enduring principles and investment insights.

We’ve modified some tables, and eliminated some redundancy, but we haven’t removed any information.

At Vanguard, we’re always looking for better ways to communicate and to help you make sound investment decisions. Thank you for entrusting your assets to us.

Contents  
Your Fund’s Performance at a Glance. 1
Chairman’s Perspective. 2
Advisors’ Report. 6
Fund Profile. 10
Performance Summary. 12
Financial Statements. 13
About Your Fund’s Expenses. 28
Trustees Approve Advisory Arrangements. 30
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 front of this report. Of course, the risks of investing in your fund are spelled out in the prospectus.

See the Glossary for definitions of investment terms used in this report.

About the cover: No matter what language you speak, Vanguard has one consistent message and set of principles. Our primary focus is on you, our clients. We conduct our business with integrity as a faithful steward of your assets. This message is shown translated into seven languages, reflecting our expanding global presence.


 

Your Fund’s Performance at a Glance

• Vanguard International Value Fund returned 11.50% for the six months ended April 30, 2017. The fund surpassed its benchmark’s result and the average return of its peers.

• The fund’s three advisors primarily invest in undervalued stocks from the developed markets of Europe and the Pacific region as well as emerging markets.

• The fund’s European portfolio performed best, returning more than 16%, a result superior to that of the benchmark’s European stocks. By country, the biggest contribution came from the United Kingdom, where the British pound rebounded a bit from its post-Brexit decline, benefiting U.S.-based investors. The fund’s holdings in France, Germany, and Switzerland also outperformed.

• Results from the Pacific region and emerging markets were also positive but more modest.

• In terms of relative performance, the fund’s stock selections in the consumer discretionary, financial, and health care sectors were the top contributors. Stock selection was weakest in information technology.

Total Returns: Six Months Ended April 30, 2017    
    Total
    Returns
Vanguard International Value Fund   11.50%
MSCI All Country World Index ex USA   10.37
International Funds Average   10.62

International Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

 

 
 
 
Expense Ratios    
Your Fund Compared With Its Peer Group    
    Peer Group
  Fund Average
International Value Fund 0.43% 1.34%

 

The fund expense ratio shown is from the prospectus dated February 23, 2017, and represents estimated costs for the current fiscal year. For the six months ended April 30, 2017, the fund’s annualized expense ratio was 0.41%. The peer-group expense ratio is derived from data provided by Lipper, a Thomson Reuters Company, and captures information through year-end 2016.

Peer group: International Funds.

1


 

Chairman’s Perspective


Bill McNabb
Chairman and Chief Executive Officer

Dear Shareholder,

“Buy what you know.”

It’s one of the adages of investing, and it has plenty of intuitive appeal. After all, the familiar seems inherently less risky. It’s no wonder that many investors heavily tilt their portfolios toward the stocks and bonds of their home country. This is known in investing parlance as “home bias.”

U.S. investors sometimes think they can get all the global diversification they need by owning shares of U.S.-based multinational companies. And that may seem like the best of both worlds: international diversification without ever leaving the friendly confines of home.

The potential pitfall is that, as Vanguard research has suggested, the performance of a company’s shares tends to be highly correlated to its domestic market, regardless of where that company conducts most of its business.

Americans aren’t alone in being portfolio homebodies. Vanguard has found that in a range of developed countries—Australia, Canada, Japan, and the United Kingdom, as well as the United States—investors held a greater percentage of domestic stocks than would be indicated if they had taken their cues from a globally diversified, market-weighted benchmark. (You can see this tendency in the chart later in this letter.)

2


 

Why home bias exists

Vanguard’s Investment Strategy Group identified a range of reasons why investors might not embrace global diversification, including concerns about currency risk and an expectation that their home country will deliver outsized returns.

One factor we identified—preference for the familiar—seems particularly relevant. With so much global uncertainty about geopolitics, monetary policy, and the economic outlook, it’s understandable why investors may not want to stray too far from home.

But in their aversion to the unknown, investors can end up increasing, rather than lessening, their risks. That’s

because they’re sacrificing broad global diversification—one of the best ways I know of to help control risk.

In many cases, individual country markets are much less diversified than the global market in total. Global investing, then, can be an answer for investors who want to reduce concentration risk. That can include overconcentration in a particular country, region, or industry.

And the good news is that global investing is easier than ever, thanks to the wide availability of low-cost, internationally diversified stock and bond funds. It’s possible, in a sense, to own the whole world with just a couple of funds.

Market Barometer      
      Total Returns
    Periods Ended April 30, 2017
  Six One Five Years
  Months Year (Annualized)
Stocks      
Russell 1000 Index (Large-caps) 13.46% 18.03% 13.63%
Russell 2000 Index (Small-caps) 18.37 25.63 12.95
Russell 3000 Index (Broad U.S. market) 13.83 18.58 13.57
FTSE All-World ex US Index (International) 10.55 12.98 5.60
 
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index      
(Broad taxable market) -0.67% 0.83% 2.27%
Bloomberg Barclays Municipal Bond Index      
(Broad tax-exempt market) -0.34 0.14 3.16
Citigroup Three-Month U.S. Treasury Bill Index 0.23 0.37 0.11
 
CPI      
Consumer Price Index 1.16% 2.20% 1.22%

 

3


 

Expanding our opportunities

A key to overcoming home bias is reframing the way we look at investing outside our home countries. Take, for example, automakers or pharmaceutical companies. There are well-regarded firms in both industries located throughout the world. Over the next five years, nobody can know for sure whether a Japanese or U.S. or European company will produce a popular new sedan that outsells the competition or come up with new treatments to combat illness. So why not own them all? And that includes their bonds along with their stocks.

Full global diversification also allows you to capitalize on opportunities in both developed and emerging economies. Betting on which individual country—let alone company—will be the next market darling can be a fool’s errand.

A better choice can be to harness the potential of all markets. In my personal investment account, I have an emerging markets position that complements my developed-market holdings. Not only can global diversification help control risk, but it can also expand our set of opportunities among stocks and bonds.

Home bias shows investors across the world are fixated on the familiar

Investors often own a greater share of their home country’s stocks than would be indicated by the allocations of a globally diversified, market-capitalization-weighted index fund.


Global index weight
Investor holdings in domestic equities

Notes: Data as of December 31, 2014 (the latest available from the International Monetary Fund, or IMF), in U.S. dollars. Domestic investment is calculated by subtracting total foreign investment (as reported by the IMF) in a given country from its market capitalization in the MSCI All Country World Index. Given that the IMF data are voluntary, there may be some discrepancies between the market values in the survey and the MSCI ACWI.

Sources: Vanguard, based on data from the IMF’s Coordinated Portfolio Investment Survey (2014), Bloomberg, Thomson Reuters Datastream, and FactSet.

4


 

Ultimately, I believe we have the best chance for investment success by giving ourselves more opportunities, not fewer. Own the whole haystack and you never have to worry about finding the needle.

Thank you for entrusting your assets to Vanguard.


F. William McNabb III

Chairman and Chief Executive Officer

May 12, 2017

5


 

Advisors’ Report

For the six months ended April 30, 2017, Vanguard International Value Fund returned 11.50%. Your fund is managed by three independent advisors, a strategy that enhances the fund’s diversification by providing exposure to distinct yet complementary investment approaches. It is not uncommon for different advisors to have different views about individual securities or the broader investment environment.

The table below presents the advisors, the percentage and amount of fund assets that each manages, and brief descriptions of their investment strategies. Each advisor has also prepared a discussion of the investment environment during the fiscal period and of how the portfolio’s positioning reflects this assessment. These reports were prepared on May 19, 2017.

Vanguard International Value Fund Investment Advisors

  Fund Assets Managed  
Investment Advisor % $ Million Investment Strategy
Lazard Asset Management LLC 39 3,393 The advisor uses a research-driven, bottom-up,
      relative-value approach in selecting stocks. The goal is
      to identify individual stocks that offer an appropriate
      trade-off between low relative valuation and high
      financial productivity.
Edinburgh Partners Limited 34 3,016 The advisor employs a concentrated, low-turnover,
      value-oriented investment approach that results in a
      portfolio of companies with good long-term prospects
      and below-market price/earnings ratios. In-depth
      fundamental research on industries and companies is
      central to this investment process.
ARGA Investment Management, 26 2,275 The advisor believes that investors overreact to
LP     short-term developments, leading to opportunities to
      generate gains from investing in “good businesses at
      great prices.” Its valuation-focused process uses a
      dividend discount model to select stocks that trade at a
      discount to intrinsic value based on the company’s
      long-term earnings power and dividend-paying
      capability.
Cash Investments 1 121 These short-term reserves are invested by Vanguard in
      equity index products to simulate investments in
      stocks. Each advisor may also maintain a modest cash
      position.

 

6


 

Lazard Asset Management LLC

Portfolio Managers:

Michael G. Fry, Managing Director

Michael A. Bennett, CPA,

Managing Director

International equity markets rose sharply over the six months. This strong performance was realized despite several geopolitical events, such as the United Kingdom’s referendum on whether to leave the European Union and the U.S. presidential election, which brought surprising outcomes. Both were initially received poorly by investors but ultimately were assessed more favorably. Additionally, a cyclical market rotation to lower-quality stocks that began in the second half of 2016 continued through January of this year. In more recent months, stocks reverted to being driven by more traditional fundamentals.

During the period, our holdings in the information technology, financial, and industrial sectors outperformed, while those in telecommunication services, utilities, and real estate lagged.

Our stock selection in industrials was the biggest driver of our portfolio’s relative returns. British companies exposed to U.S. construction and infrastructure spending, such as Ashtead Group, a construction-equipment rental business, and Wolseley, a distributor of heating and plumbing products, rallied on the back of Donald Trump’s victory.

Swedish lock manufacturer Assa Abloy outperformed on strong results, driven by increased demand for electromechanical and digital products.

Stock selection in the consumer sectors was also beneficial. French automobile-parts manufacturer Valeo rose on strong results. Unilever, an Anglo/Dutch personal consumer-goods company, rallied on the news that U.S.-based Kraft Heinz approached it to merge. Although Unilever declined the proposal, management announced a review of options to unlock further shareholder value. Lastly, the portfolio’s overweight to the information technology sector helped relative returns.

Most of our underperformance was driven by the portfolio’s lower-than-benchmark allocation to the strong-performing financial sector, where we remain underweighted, in particular to European banks because of the numerous risks still pervasive in the sector.

Elsewhere, the portfolio’s higher-than-benchmark allocation to telecommunication services detracted from relative returns, although this was almost entirely offset by strong stock selection. Stock selection in utilities also hurt relative returns as shares of Brazilian water utility SABESP declined over concerns about the state regulator’s tariff review. In materials, stock selection detracted, with shares of Anglo-Australian miner BHP falling as an employee strike halted production at one of its Chilean copper mines.

7


 

Edinburgh Partners Limited

Portfolio Manager:

Sandy Nairn, Director and CEO

Market levels rose strongly over the half year, led primarily by returns in Europe. This was likely in part because of the elections in Italy, the Netherlands and France, where extremist and anti-European Union parties have been unable to deliver the electoral success that markets feared. As a consequence, concerns about the potential stability of the euro and, hence, the European financial system, have partially abated.

The three main sector concentrations in our portfolio continue to be energy, health care, and banks, reflecting the opportunities we see in the negative sentiments surrounding each.

Despite the recent weakness in energy, we did not add to our exposure, given the performance of our previous positions. However, if we see further softness in energy company share prices, we may consider doing so.

The health care sector was affected by the rhetoric of the U.S. presidential campaign, which brought attention to some notorious examples of price gouging. This negative outlook was partially reversed after Donald Trump’s election, and although not directly relevant to the European holdings of Roche, AstraZeneca, Novartis, and Sanofi, they nevertheless reacted positively.

We continue to believe there is value in bank share prices. We initiated a position in Bank Negara Indonesia and added to positions in Banco Bilbao Vizcaya Argentaria. It is difficult to predict when yield curves will become more supportive of making profitable loans, but we are convinced this is the direction they will travel, with profit levels beginning to recover. Bank shares have started to anticipate this, and share price performance has improved.

Our main sales were in shares of Toyota; appreciation had pushed the price higher, but our concerns over sales volumes and potential financing issues made the risk–reward calculation much less appealing. On the other hand, we established a position in Chinese search company Baidu, which returned to an attractive range after a period when concerns over strategy and competition had led to share price softness.

ARGA Investment Management, LP

Portfolio Managers:

A. Rama Krishna, CFA, Founder and

Chief Investment Officer

Steven Morrow, CFA, Director of Research

International equity markets rose during the period. Favorable market drivers included signs of a global economic recovery and Chinese stabilization, along with rising earnings expectations in Europe and emerging markets.

8


 

ARGA seeks to generate superior long-term returns by investing in companies that trade at discounts to their intrinsic values because of transitory stress from macro, regulatory, country, industry, or company factors—and then profit when those valuations recover.

Strict adherence to our valuation-based investment approach was rewarded during the six months, as stress receded and valuations recovered for many of our portfolio’s holdings. Strong absolute performance was broad-based, with almost all sectors and regions contributing. Favorable performance drivers were largely company-specific.

Our research process identified attractive valuation opportunities for a number of individual companies, leading in aggregate to large exposure increases in financial services and emerging markets.

Our screening process judged that financial companies were cheap for much of 2016. We refrained from initiating positions then because our research showed that many European and other banks needed to raise additional capital. Toward the end of the year and into 2017, those capital increases were largely complete. We initiated positions in a number of European banks and other financial institutions with still-attractive stock valuations.

In summer 2016, we took profits in many of our emerging-market holdings whose valuations had grown less compelling as their share prices rose. Our research over the last six months uncovered a generally new set of attractively valued emerging-market companies with strong underlying businesses and competitive positions. We again increased the portfolio’s exposure in those markets. Although emerging markets broadly outpaced developed markets in 2016, their company valuation opportunities persisted. This was largely a result of the prior—almost unprecedented—five-year period when stocks of economically sensitive emerging-market businesses performed poorly.

To fund our expanded exposures, we exited several Japanese and energy positions whose valuations had become less attractive as those share prices rose.

We continue to find many attractively valued companies undergoing transitory stress that are likely to profitably recover, generating strong future returns for investors.

9


 

International Value Fund

Fund Profile
As of April 30, 2017

Portfolio Characteristics    
    MSCI AC
    World Index
  Fund ex USA
Number of Stocks 156 1,852
Median Market Cap $34.2B $32.7B
Price/Earnings Ratio 27.7x 20.0x
Price/Book Ratio 1.5x 1.7x
Return on Equity 8.7% 13.6%
Earnings Growth    
Rate 5.7% 6.3%
Dividend Yield 2.6% 2.9%
Turnover Rate    
(Annualized) 42%
Ticker Symbol VTRIX
Expense Ratio1 0.43%
Short-Term Reserves 1.9%

 

Sector Diversification (% of equity exposure)

    MSCI AC
    World Index
  Fund ex USA
Consumer Discretionary 14.3% 11.4%
Consumer Staples 6.6 9.9
Energy 9.7 6.6
Financials 23.2 23.3
Health Care 8.7 8.1
Industrials 13.1 12.0
Information Technology 13.1 10.1
Materials 2.0 7.9
Real Estate 1.7 3.2
Telecommunication Services 6.1 4.4
Utilities 1.5 3.1

 

Volatility Measures  
  MSCI AC
  World Index
  ex USA
R-Squared 0.95
Beta 0.97

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

 

 

Ten Largest Holdings (% of total net assets)

Novartis AG Pharmaceuticals 2.0%
Royal Dutch Shell plc Integrated Oil & Gas 1.8
BP plc Integrated Oil & Gas 1.7
Baidu Inc. Internet Software &  
  Services 1.7
SoftBank Group Corp. Wireless  
  Telecommunication  
  Services 1.6
TOTAL SA Integrated Oil & Gas 1.6
Sumitomo Mitsui    
Financial Group Inc. Diversified Banks 1.6
DBS Group Holdings Ltd. Diversified Banks 1.4
Roche Holding AG Pharmaceuticals 1.4
Taiwan Semiconductor    
Manufacturing Co. Ltd. Semiconductors 1.3
Top Ten   16.1%

The holdings listed exclude any temporary cash investments and equity index products.

 

Allocation by Region (% of equity exposure)


1 The expense ratio shown is from the prospectus dated February 23, 2017, and represents estimated costs for the current fiscal year. For the six months ended April 30, 2017, the annualized expense ratio was 0.41%.

10


 

International Value Fund

Market Diversification (% of equity exposure)

    MSCI AC
    World
    Index
  Fund ex USA
Europe    
United Kingdom 18.6% 12.4%
France 7.0 7.3
Germany 5.5 6.7
Switzerland 5.3 6.1
Spain 3.3 2.4
Finland 1.5 0.7
Sweden 1.3 2.1
Netherlands 1.3 2.5
Belgium 1.1 0.8
Norway 1.1 0.4
Other 1.6 3.4
Subtotal 47.6% 44.8%
Pacific    
Japan 22.1% 16.1%
South Korea 3.5 3.5
Hong Kong 3.4 2.5
Singapore 2.0 0.9
Australia 1.2 5.2
Subtotal 32.2% 28.2%
Emerging Markets    
China 3.7% 6.4%
Brazil 2.0 1.7
Indonesia 1.5 0.6
Taiwan 2.2 2.9
Turkey 1.2 0.3
Thailand 1.1 0.5
Russia 1.0 0.9
Other 2.0 6.7
Subtotal 14.7% 20.0%
North America    
United States 3.6% 0.0%
Canada 1.9 6.6
Subtotal 5.5% 6.6%
Middle East    
Other 0.0% 0.4%

 

11


 

International Value Fund

Performance Summary

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


Average Annual Total Returns: Periods Ended March 31, 2017

This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.

Securities and Exchange Commission rules require that we provide this information.

  Inception One Five Ten
  Date Year Years Years
International Value Fund 5/16/1983 13.46% 5.20% 1.21%

 

See Financial Highlights for dividend and capital gains information.

12


 

International Value Fund

Financial Statements (unaudited)

Statement of Net Assets
As of April 30, 2017

The fund reports a complete list of its holdings in regulatory filings 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 sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (95.7%)1    
Australia (0.9%)    
  BHP Billiton Ltd. 3,179,140 56,601
  QBE Insurance Group Ltd. 2,248,872 21,607
      78,208
Belgium (1.0%)    
  Anheuser-Busch InBev SA 592,931  66,865
  KBC Group NV 358,256 25,890
      92,755
Brazil (2.0%)    
  BB Seguridade    
  Participacoes SA 5,884,500 55,414
* Petroleo Brasileiro    
  SA ADR 3,731,900 33,625
  Estacio Participacoes SA 5,634,800 31,653
* Cia de Saneamento    
  Basico do Estado    
  de Sao Paulo 2,855,800 26,335
  Cielo SA 3,323,920 25,238
* Petroleo Brasileiro    
  SA ADR Preference    
  Shares 163,340 1,426
      173,691
Canada (1.8%)    
  Canadian Natural    
  Resources Ltd. 2,054,300 65,434
  Suncor Energy Inc. 1,649,700 51,701
  Canadian National    
  Railway Co. 608,900 44,013
      161,148
China (3.5%)    
* Baidu Inc. ADR 848,100 152,853
  Tencent Holdings Ltd. 3,262,400 102,222
  Lenovo Group Ltd. 50,174,000 32,078
* Alibaba Group Holding    
  Ltd. ADR 204,100 23,574
      310,727

 

Denmark (0.4%)    
  Carlsberg A/S Class B 355,937 35,516
 
Finland (1.5%)    
* Sampo Oyj Class A 1,452,558 69,516
  Nokia Oyj 10,546,558 60,293
      129,809
France (6.6%)    
  TOTAL SA 2,715,831 139,412
  Sanofi 1,073,339 101,424
  BNP Paribas SA 1,340,391 94,601
* Valeo SA 1,125,470 80,989
  Vinci SA 761,177 64,882
* ArcelorMittal 4,031,966 31,685
  Cie Generale des    
  Etablissements Michelin 219,700 28,737
^ AXA SA 857,109 22,868
  Engie SA 965,914 13,619
      578,217
Germany (5.1%)    
  SAP SE 845,742 84,715
* Commerzbank AG 8,441,270 82,754
  Bayer AG 433,237 53,606
  E.ON SE 6,285,881 49,001
* Muenchener    
  Rueckversicherungs-    
  Gesellschaft AG in    
  Muenchen 249,902 47,911
  Bayerische Motoren    
  Werke AG 478,119 45,680
  Continental AG 167,728 37,571
  Fresenius Medical Care    
  AG & Co. KGaA 323,687 28,733
  Siemens AG 165,421 23,729
      453,700
Hong Kong (3.3%)    
  Galaxy Entertainment    
  Group Ltd. 18,827,000 104,593

 

13


 

International Value Fund    
 
 
 
    Market
    Value
  Shares ($000)
CK Hutchison Holdings    
Ltd. 5,040,692 62,945
Swire Pacific Ltd.    
Class A 6,451,850 62,214
Melco Resorts    
& Entertainment Ltd.    
ADR 1,917,100 42,080
Li & Fung Ltd. 38,162,000 15,980
    287,812
India (0.8%)    
ICICI Bank Ltd. ADR 7,834,900 67,145
 
Indonesia (1.4%)    
Telekomunikasi    
Indonesia Persero    
Tbk PT ADR 2,078,638 68,075
Bank Negara Indonesia    
Persero Tbk PT 119,284,300 56,959
    125,034
Ireland (0.3%)    
* Ryanair Holdings plc ADR 315,754 29,027
 
Italy (0.8%)    
* UniCredit SPA 2,889,116 47,042
Banca Mediolanum SPA 3,097,047 23,689
    70,731
Japan (21.1%)    
SoftBank Group Corp. 1,898,900 144,037
Sumitomo Mitsui    
Financial Group Inc. 3,699,200 137,354
Panasonic Corp. 8,435,300 100,871
Nidec Corp. 1,049,000 96,250
Nippon Telegraph    
& Telephone Corp. 2,141,800 91,788
Omron Corp. 2,189,200 91,656
East Japan Railway Co. 941,200 84,466
Daiwa House Industry    
Co. Ltd. 2,719,500 80,848
Japan Tobacco Inc. 2,295,300 76,378
Mitsubishi Corp. 3,537,200 76,333
Nomura Holdings Inc. 12,169,400 73,134
Sumitomo Mitsui Trust    
Holdings Inc. 2,118,800 72,581
Sumitomo Electric    
Industries Ltd. 4,439,000 72,497
Takashimaya Co. Ltd. 7,429,000 68,406
Hino Motors Ltd. 5,343,800 67,050
Makita Corp. 1,764,400 62,953
DeNA Co. Ltd. 2,726,500 58,449
Ryohin Keikaku Co. Ltd. 246,900 55,676
Sony Corp. 1,291,600 44,320
Seven & i Holdings    
Co. Ltd. 994,783 42,014
JFE Holdings Inc. 2,146,400 36,610

 

  KDDI Corp. 1,380,000 36,589
  Tokyo Electron Ltd. 259,500 31,502
  FANUC Corp. 130,300 26,528
  Honda Motor Co. Ltd. 827,700 24,091
  Dentsu Inc. 407,600 23,008
  Astellas Pharma Inc. 1,625,500 21,436
  Daiwa Securities Group    
  Inc. 3,414,000 20,769
  Toyota Motor Corp. 345,709 18,710
  Yamato Kogyo Co. Ltd. 701,000 17,534
      1,853,838
Netherlands (1.2%)    
  Wolters Kluwer NV 1,521,063 64,545
  Aegon NV 5,169,405 26,384
  Gemalto NV 271,096 15,178
      106,107
Norway (1.0%)    
  Statoil ASA 2,719,818 44,792
  Telenor ASA 2,296,675 37,100
  TGS Nopec Geophysical    
  Co. ASA 470,284 10,253
      92,145
Other (0.4%)    
2 Vanguard FTSE All-World    
  ex-US ETF 718,406 35,080
 
Philippines (0.3%)    
  Alliance Global Group    
  Inc. 75,827,000 22,462
 
Russia (1.0%)    
  Gazprom PJSC ADR    
  (London Shares) 9,420,057 44,722
  Lukoil PJSC ADR 385,850 19,152
  Mobile TeleSystems    
  PJSC ADR 1,816,647 18,748
  Gazprom PJSC ADR 740,167 3,509
      86,131
Singapore (1.9%)    
  DBS Group Holdings Ltd. 8,958,700 123,723
  Genting Singapore plc 58,872,000 46,906
      170,629
South Africa (0.8%)    
* Sanlam Ltd. 7,725,510 41,026
  Mr Price Group Ltd. 1,423,313 16,731
* Nampak Ltd. 10,159,532 13,607
      71,364
South Korea (3.3%)    
  Samsung Electronics    
  Co. Ltd. 39,106 76,664
  SK Hynix Inc. 1,222,581 57,918
  LG Electronics Inc. 864,991 52,508
  E-MART Inc. 178,078 35,970
  Hana Financial Group Inc. 984,207 33,803

 

14


 

International Value Fund    
 
 
 
      Market
      Value
    Shares ($000)
  Shinhan Financial Group    
  Co. Ltd. 561,096 23,427
  Hyundai Home Shopping    
  Network Corp. 125,479 13,454
      293,744
Spain (3.2%)    
^ Banco Santander SA 9,848,652 64,183
  Banco Bilbao Vizcaya    
  Argentaria SA 7,576,533 60,700
  Telefonica SA 5,419,820 59,943
  Banco de Sabadell SA 28,956,274 55,695
  Red Electrica Corp. SA 1,967,251 38,340
      278,861
Sweden (1.2%)    
*,^ Assa Abloy AB Class B 3,186,098 68,963
  Swedbank AB Class A 1,741,427 41,272
      110,235
Switzerland (5.1%)    
  Novartis AG 2,238,879 172,360
  Roche Holding AG 457,969 119,834
* Adecco Group AG 1,221,508 90,760
  Credit Suisse Group AG 2,335,158 35,614
  Cie Financiere    
  Richemont SA 333,220 27,843
* GAM Holding AG 446,196 5,718
      452,129
Taiwan (2.1%)    
  Taiwan Semiconductor    
  Manufacturing Co. Ltd. 18,385,704 118,439
  Silicon Motion    
  Technology Corp. ADR 1,412,526 68,578
      187,017
Thailand (1.0%)    
  Bangkok Bank PCL 13,166,800 68,251
  Kasikornbank PCL    
  (Foreign) 4,177,000 22,321
      90,572
Turkey (1.2%)    
* Turkcell Iletisim    
  Hizmetleri AS 15,942,479 55,778
* KOC Holding AS 5,171,490 24,305
* Turkiye Halk Bankasi AS 6,486,202 21,505
      101,588
United Kingdom (18.0%)    
  Royal Dutch Shell plc    
  Class A    
  (Amsterdam Shares) 4,237,202 110,485
  Prudential plc 4,628,401 102,722
  British American    
  Tobacco plc 1,415,211 95,617
  Shire plc 1,494,652 88,123
  AstraZeneca plc 1,396,938 83,662
  BP plc ADR 2,362,200 81,071

 

  Carnival plc 1,300,298 80,141
  Unilever plc 1,529,632 78,697
* Tesco plc 30,615,060 72,656
  BP plc 12,540,598 71,790
  Rolls-Royce Holdings plc 5,992,677 62,992
  Compass Group plc 2,928,475 59,128
  Wolseley plc 845,227 53,720
  Royal Dutch Shell plc    
  Class A 1,998,307 51,893
* Royal Bank of Scotland    
  Group plc 14,611,000 50,162
  HSBC Holdings plc 5,877,471 48,468
  Whitbread plc 926,618 48,413
  Barclays plc 15,923,984 43,607
  RELX NV 2,149,707 43,585
  London Stock Exchange    
  Group plc 890,354 39,012
3 Worldpay Group plc 10,024,383 38,930
  Associated British Foods    
  plc 1,068,968 38,920
  Lloyds Banking Group    
  plc 40,236,676 36,154
  Ashtead Group plc 1,596,507 33,680
* Standard Chartered plc 2,469,312 23,077
  Kingfisher plc 4,592,434 20,317
^ Petrofac Ltd. 1,590,239 16,760
  GlaxoSmithKline plc 392,147 7,893
      1,581,675
United States (3.5%)    
  Accenture plc Class A 588,690 71,408
  Aon plc 478,055 57,290
  Medtronic plc 632,585 52,561
* Michael Kors Holdings    
  Ltd. 1,231,200 45,961
  Signet Jewelers Ltd. 48,754 3,210
*,^ Weatherford    
  International plc 12,813,002 73,931
      304,361
Total Common Stocks    
(Cost $8,079,070)   8,431,458

 

15


 

International Value Fund    
 
 
 
    Market
    Value
  Shares ($000)
Temporary Cash Investments (4.6%)1  
Money Market Fund (4.4%)  
4,5 Vanguard Market    
Liquidity Fund,    
1.034% 3,892,756 389,353
 
  Face  
  Amount  
  ($000)  

 

      U.S. Government and Agency Obligations (0.2%)
6      United States Treasury Bill,
  0.646%, 5/18/17 400 400
  United States Treasury Bill,    
  0.618%, 5/25/17 1,200 1,199
  United States Treasury Bill,    
  0.516%–0.713%, 6/1/17 4,000 3,998
6 United States Treasury Bill,    
  0.593%, 7/13/17 3,500 3,495
6 United States Treasury Bill,    
  0.602%, 7/20/17 3,000 2,995
      12,087
Total Temporary Cash Investments  
(Cost $401,433)   401,440
Total Investments (100.3%)    
(Cost $8,480,503)   8,832,898
Other Assets and Liabilities (-0.3%)  
Other Assets7   193,168
Liabilities 5   (220,807)
      (27,639)
Net Assets (100%)    
Applicable to 250,090,833 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization)   8,805,259
Net Asset Value Per Share   $35.21

 

  Amount
  ($000)
Statement of Assets and Liabilities  
Assets  
Investments in Securities, at Value  
Unaffiliated Issuers 8,408,465
Affiliated Vanguard Funds 424,433
Total Investments in Securities 8,832,898
Investment in Vanguard 587
Receivables for Investment  
Securities Sold 124,108
Receivables for Accrued Income 48,128
Receivables for Capital Shares Issued 7,131
Other Assets7 13,214
Total Assets 9,026,066
Liabilities  
Payables for Investment Securities  
Purchased 39,282
Collateral for Securities on Loan 134,760
Payables to Investment Advisor 3,703
Payables for Capital Shares Redeemed 24,353
Payables to Vanguard 17,178
Other Liabilities 1,531
Total Liabilities 220,807
Net Assets 8,805,259

 

16


 

International Value Fund

At April 30, 2017, net assets consisted of:

Amount
($000)

Paid-in Capital 8,533,239
Undistributed Net Investment Income 48,172
Accumulated Net Realized Losses (133,335)
Unrealized Appreciation (Depreciation)  
Investment Securities 352,395
Futures Contracts 2,050
Forward Currency Contracts 2,941
Foreign Currencies (203)
Net Assets 8,805,259

 

• See Note A in Notes to Financial Statements.
* Non-income-producing security.
^ Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $128,642,000.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures
investments, the fund’s effective common stock and temporary cash investment positions represent 96.9% and 3.4%, respectively, of
net assets.
2 Considered an affiliated company of the fund as the issuer is another member of The Vanguard Group.
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 April 30, 2017, the value of this security represented 0.4% 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 Includes $134,760,000 of collateral received for securities on loan.
6 Securities with a value of $5,741,000 have been segregated as initial margin for open futures contracts.
7 Cash of $410,000 has been segregated as initial margin for open forward currency contracts.
ADR—American Depositary Receipt.
See accompanying Notes, which are an integral part of the Financial Statements.

17


 

International Value Fund  
 
 
Statement of Operations  
 
  Six Months Ended
  April 30, 2017
  ($000)
Investment Income  
Income  
Dividends1,2 103,455
Interest2 1,529
Securities Lending—Net 1,666
Total Income 106,650
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 6,889
Performance Adjustment 307
The Vanguard Group—Note C  
Management and Administrative 8,142
Marketing and Distribution 709
Custodian Fees 465
Shareholders’ Reports 102
Trustees’ Fees and Expenses 7
Total Expenses 16,621
Net Investment Income 90,029
Realized Net Gain (Loss)  
Investment Securities Sold2 148,840
Futures Contracts 17,978
Foreign Currencies and Forward Currency Contracts (11,889)
Realized Net Gain (Loss) 154,929
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 657,256
Futures Contracts (536)
Foreign Currencies and Forward Currency Contracts 7,005
Change in Unrealized Appreciation (Depreciation) 663,725
Net Increase (Decrease) in Net Assets Resulting from Operations 908,683

 

1 Dividends are net of foreign withholding taxes of $10,395,000.

2 Dividend income, interest income, and realized net gain (loss) from affiliated companies of the fund were $379,000, $1,448,000, and $39,000, respectively.

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

18


 

International Value Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  April 30, October 31,
  2017 2016
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 90,029 175,609
Realized Net Gain (Loss) 154,929 (244,554)
Change in Unrealized Appreciation (Depreciation) 663,725 25,943
Net Increase (Decrease) in Net Assets Resulting from Operations 908,683 (43,002)
Distributions    
Net Investment Income (177,656) (158,648)
Realized Capital Gain
Total Distributions (177,656) (158,648)
Capital Share Transactions    
Issued 582,519 1,245,725
Issued in Lieu of Cash Distributions 167,200 150,128
Redeemed (548,300) (1,252,986)
Net Increase (Decrease) from Capital Share Transactions 201,419 142,867
Total Increase (Decrease) 932,446 (58,783)
Net Assets    
Beginning of Period 7,872,813 7,931,596
End of Period1 8,805,259 7,872,813

 

1 Net Assets—End of Period includes undistributed (overdistributed) net investment income of $48,172,000 and $139,918,000.

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

19


 

International Value Fund            
 
 
Financial Highlights            
 
 
Six Months          
  Ended          
For a Share Outstanding April 30,     Year Ended October 31,
Throughout Each Period 2017 2016 2015 2014 2013 2012
Net Asset Value, Beginning of Period $32.30 $33.22 $36.87 $37.12 $29.78 $28.98
Investment Operations            
Net Investment Income . 361 .721 . 669 . 9771 .757 .804
Net Realized and Unrealized Gain (Loss)            
on Investments 3.275 (.979) (3.373) (.530) 7.402 .838
Total from Investment Operations 3.636 (.258) (2.704) .447 8.159 1.642
Distributions            
Dividends from Net Investment Income (.726) (. 662) (. 946) (. 697) (. 819) (. 842)
Distributions from Realized Capital Gains  —
Total Distributions (.726) (. 662) (. 946) (. 697) (. 819) (. 842)
Net Asset Value, End of Period $35.21 $32.30 $33.22 $36.87 $37.12 $29.78
 
Total Return2 11.50% -0.67% -7.43% 1.20% 27.94% 6.00%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $8,805 $7,873 $7,932 $8,271 $8,028 $6,465
Ratio of Total Expenses to            
Average Net Assets3 0.41% 0.43% 0.46% 0.44% 0.43% 0.40%
Ratio of Net Investment Income to            
Average Net Assets 2.21% 2.29% 1.95% 2.64%1 2.24% 2.77%
Portfolio Turnover Rate 42% 30% 36% 37% 52% 53%

 

The expense ratio, net investment income ratio, and turnover rate for the current period have been annualized.

1 Net investment income per share and the ratio of net investment income to average net assets include $.175 and 0.47%, respectively, resulting from income received from Vodafone Group plc in the form of cash and shares in Verizon Communications Inc. in February 2014.

2 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.

3 Includes performance-based investment advisory fee increases (decreases) of 0.01%, 0.03%, 0.04%, 0.03%, 0.01%, and (0.03%).

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

20


 

International Value Fund

Notes to Financial Statements

Vanguard International Value Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund invests in securities of foreign issuers, which may subject it to investment risks not normally associated with investing in securities of U.S. corporations.

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

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

2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).

3. Futures and Forward Currency Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract.

21


 

International Value Fund

The fund enters into forward currency contracts to provide the appropriate currency exposure related to any open futures contracts or to protect the value of securities and related receivables and payables against changes in foreign exchange rates. The fund’s risks in using these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the ability of the counterparties to fulfill their obligations under the contracts. The fund mitigates its counterparty risk by entering into forward currency contracts only with a diverse group of prequalified counterparties, monitoring their financial strength, entering into master netting arrangements with its counterparties, and requiring its counterparties to transfer collateral as security for their performance. In the absence of a default, the collateral pledged or received by the fund cannot be repledged, resold, or rehypothecated. The master netting arrangements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate the forward currency contracts, determine the net amount owed by either party in accordance with its master netting arrangements, and sell or retain any collateral held up to the net amount owed to the fund under the master netting arrangements. The forward currency contracts contain provisions whereby a counterparty may terminate open contracts if the fund’s net assets decline below a certain level, triggering a payment by the fund if the fund is in a net liability position at the time of the termination. The payment amount would be reduced by any collateral the fund has pledged. Any assets pledged as collateral for open contracts are noted in the Statement of Net Assets. The value of collateral received or pledged is compared daily to the value of the forward currency contracts exposure with each counterparty, and any difference, if in excess of a specified minimum transfer amount, is adjusted and settled within two business days.

Futures contracts are valued at their quoted daily settlement prices. Forward currency contracts are valued at their quoted daily prices obtained from an independent third party, adjusted for currency risk based on the expiration date of each contract. The aggregate settlement values and notional amounts of the contracts are not recorded in the Statement of Assets and Liabilities. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures or forward currency contracts.

During the six months ended April 30, 2017, the fund’s average investments in long and short futures contracts represented 1% and 0% of net assets, respectively, based on the average of aggregate settlement values at each quarter-end during the period. The fund’s average investment in forward currency contracts represented 3% of net assets, based on the average of notional amounts at each quarter-end during the period.

4. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (October 31, 2013–2016), and for the period ended April 30, 2017, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

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

6. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and

22


 

International Value Fund

entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Assets and Liabilities for the return of the collateral, during the period the securities are on loan. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.

7. Credit Facility: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $3.1 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. Borrowings may be utilized for temporary and emergency purposes, and are subject to the fund’s regulatory and contractual borrowing restrictions. The participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn amount of the facility; these fees are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under this facility bear interest at a rate based upon the higher of the one-month London Interbank Offered Rate, federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread.

The fund had no borrowings outstanding at April 30, 2017, or at any time during the period then ended.

8. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. 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.

Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the fund’s understanding of the applicable countries’ tax rules and rates. The fund has filed tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Such tax reclaims received during the year, if any, are included in dividend income. No other amounts for additional tax reclaims are reflected in the financial statements due to the uncertainty as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment.

B. The investment advisory firms Lazard Asset Management LLC, Edinburgh Partners Limited, and ARGA Investment Management, LP, each provide investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fee of Lazard Asset Management LLC is subject to quarterly adjustments based on performance relative to the MSCI All County World Index ex USA for the preceding five years. The basic fee of Edinburgh Partners Limited is subject to quarterly adjustments based on

23


 

International Value Fund

performance relative to the MSCI All County World Index ex USA for the preceding three years. The basic fee of ARGA Investment Management, LP, is subject to quarterly adjustments based on performance relative to the MSCI All County World Index ex USA since October 31, 2012.

Vanguard manages the cash reserves of the fund as described below.

For the six months ended April 30, 2017, the aggregate investment advisory fee represented an effective annual basic rate of 0.17% of the fund’s average net assets, before an increase of $307,000 (0.01%) based on performance.

C. In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund corporate management, administrative, marketing, distribution, and cash management services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees. Vanguard does not require reimbursement in the current period for certain costs of operations (such as deferred compensation/benefits and risk/insurance costs); the fund’s liability for these costs of operations is included in Payables to Vanguard on the Statement of Assets and Liabilities.

Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At April 30, 2017, the fund had contributed to Vanguard capital in the amount of $587,000, representing 0.01% of the fund’s net assets and 0.23% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.

D. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1—Quoted prices in active markets for identical securities.

Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

The following table summarizes the market value of the fund’s investments as of April 30, 2017, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 1,228,940 7,202,518
Temporary Cash Investments 389,353 12,087
Futures Contracts—Assets1 115
Futures Contracts—Liabilities1 (168)
Forward Currency Contracts—Assets 4,304
Forward Currency Contracts—Liabilities (1,363)
Total 1,618,240 7,217,546
1 Represents variation margin on the last day of the reporting period.      

 

24


 

International Value Fund

Securities in certain countries may transfer between Level 1 and Level 2 because of differences in stock market closure times that may result from transitions between standard and daylight saving time in those countries and the United States. Based on values on the date of transfer, securities valued at $134,107,000 based on Level 2 inputs were transferred from Level 1 during the fiscal period. Additionally, based on values on the date of transfer, securities valued at $131,550,000 based on Level 1 inputs were transferred from Level 2 during the fiscal period.

E. At April 30, 2017, the fair values of derivatives were reflected in the Statement of Assets and Liabilities as follows:

    Foreign  
  Equity Exchange  
  Contracts Contracts Total
Statement of Assets and Liabilities Caption ($000) ($000) ($000)
Other Assets 115 4,304 4,419
Other Liabilities (168) (1,363) (1,531)

 

Realized net gain (loss) and the change in unrealized appreciation (depreciation) on derivatives for the six months ended April 30, 2017, were:

    Foreign  
  Equity Exchange  
  Contracts Contracts Total
Realized Net Gain (Loss) on Derivatives ($000) ($000) ($000)
Futures Contracts 17,978 17,978
Forward Currency Contracts (7,770) (7,770)
Realized Net Gain (Loss) on Derivatives 17,978 (7,770) 10,208
 
Change in Unrealized Appreciation (Depreciation) on Derivatives      
Futures Contracts (536) (536)
Forward Currency Contracts 5,910 5,910
Change in Unrealized Appreciation (Depreciation) on Derivatives (536) 5,910 5,374

 

At April 30, 2017, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Appreciation
Futures Contracts Expiration Contracts Long (Short) (Depreciation)
Dow Jones EURO STOXX 50 Index June 2017 1,218 46,528 1,667
Topix Index June 2017 174 23,883 (226)
S&P ASX 200 Index June 2017 208 22,995 680
FTSE 100 Index June 2017 58 5,376 (71)
        2,050

 

Unrealized appreciation (depreciation) on open Dow Jones EURO STOXX 50 Index and FTSE 100 Index futures contracts is required to be treated as realized gain (loss) for tax purposes.

25


 

International Value Fund

At April 30, 2017, the fund had open forward currency contracts to receive and deliver currencies as follows. Unrealized appreciation (depreciation) on open forward currency contracts is treated as realized gain (loss) for tax purposes.

            Unrealized
  Contract         Appreciation
        Contract Amount (000)  
  Settlement         (Depreciation)
Counterparty Date   Receive   Deliver ($000)
Morgan Stanley Capital Services LLC 6/21/17 EUR 81,280 USD 87,029 1,750
Toronto Dominion Securities 6/13/17 JPY 4,861,344 USD 42,860 827
Toronto Dominion Securities 6/20/17 AUD 55,623 USD 41,979 (367)
Toronto Dominion Securities 6/21/17 GBP 8,858 USD 10,789 702
Bank of America, N.A. 6/21/17 EUR 2,910 USD 3,126 52
Barclays Bank plc 6/21/17 EUR 2,772 USD 2,956 72
Citibank, N.A. 6/13/17 JPY 312,200 USD 2,734 72
BNP Paribas 6/20/17 AUD 3,161 USD 2,386 (21)
BNP Paribas 6/21/17 EUR 2,078 USD 2,226 43
Goldman Sachs International 6/20/17 AUD 1,899 USD 1,436 (15)
Deutsche Bank AG 6/13/17 JPY 150,450 USD 1,360 (8)
Barclays Bank plc 6/20/17 AUD 1,716 USD 1,295 (12)
JPMorgan Chase Bank N.A. 6/13/17 JPY 134,677 USD 1,186 24
Morgan Stanley Capital Services LLC 6/21/17 GBP 510 USD 623 38
BNP Paribas 6/21/17 GBP 292 USD 355 23
Barclays Bank plc 6/21/17 GBP 217 USD 270 11
Deutsche Bank AG 6/21/17 USD 31,369 EUR 29,048 (358)
JPMorgan Chase Bank N.A. 6/20/17 USD 23,346 AUD 30,334 653
BNP Paribas 6/13/17 USD 18,010 JPY 2,009,930 (52)
Morgan Stanley Capital Services LLC 6/21/17 USD 12,639 EUR 11,643 (78)
Goldman Sachs International 6/21/17 USD 8,165 EUR 7,614 (151)
JPMorgan Chase Bank N.A. 6/13/17 USD 6,942 JPY 774,000 (13)
Goldman Sachs International 6/21/17 USD 5,389 GBP 4,326 (223)
Goldman Sachs International 6/20/17 USD 1,797 AUD 2,352 37
JPMorgan Chase Bank N.A. 6/21/17 USD 1,746 GBP 1,396 (65)
            2,941
AUD—Australian dollar.            
EUR—Euro.            
GBP—British pound.            
JPY—Japanese yen.            
USD—U.S. dollar.            

 

At April 30, 2017, the counterparty (counterparties) had deposited in segregated accounts securities and cash with a value of $4,416,000 in connection with open forward currency contracts.

26


 

International Value Fund

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

During the six months ended April 30, 2017, the fund realized net foreign currency losses of $4,119,000, which decreased distributable net income for tax purposes; accordingly, such losses have been reclassified from accumulated net realized losses to undistributed net investment income.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at October 31, 2016, the fund had available capital losses totaling $293,096,000 to offset future net capital gains. Of this amount, $45,618,000 is subject to expiration on October 31, 2017. Capital losses of $247,478,000 realized beginning in fiscal 2012 may be carried forward indefinitely under the Regulated Investment Company Modernization Act of 2010, but must be used before any expiring loss carryforwards. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending October 31, 2017; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At April 30, 2017, the cost of investment securities for tax purposes was $8,484,624,000. Net unrealized appreciation of investment securities for tax purposes was $348,274,000, consisting of unrealized gains of $1,141,127,000 on securities that had risen in value since their purchase and $792,853,000 in unrealized losses on securities that had fallen in value since their purchase.

G. During the six months ended April 30, 2017, the fund purchased $1,724,354,000 of investment securities and sold $1,640,028,000 of investment securities, other than temporary cash investments.

H. Capital shares issued and redeemed were:    
  Six Months Ended Year Ended
  April 30, 2017 October 31, 2016
  Shares Shares
  (000) (000)
Issued 17,629 40,253
Issued in Lieu of Cash Distributions 5,264 4,906
Redeemed (16,550) (40,193)
Net Increase (Decrease) in Shares Outstanding 6,343 4,966

 

I. Management has determined that no material events or transactions occurred subsequent to April 30, 2017, that would require recognition or disclosure in these financial statements.

27


 

About Your Fund’s Expenses

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

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

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

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

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

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

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

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

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

28


 

Six Months Ended April 30, 2017      
  Beginning Ending Expenses
  Account Value Account Value Paid During
International Value Fund 10/31/2016 4/30/2017 Period
Based on Actual Fund Return $1,000.00 $1,115.01 $2.15
Based on Hypothetical 5% Yearly Return 1,000.00 1,022.76 2.06

 

The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratio for that period is 0.41%. 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 (181/365).

29


 

Trustees Approve Advisory Arrangements

The board of trustees of Vanguard International Value Fund has renewed the fund’s investment advisory arrangements with ARGA Investment Management, LP (ARGA); Edinburgh Partners Limited (Edinburgh Partners); and Lazard Asset Management LLC, (Lazard). The board determined that renewing the fund’s advisory arrangements was in the best interests of the fund and its shareholders.

The board based its decision upon an evaluation of each advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisors and made monthly presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.

The board, or an investment committee made up of board members, also received information throughout the year during advisory presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and the advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.

In addition, the board received monthly reports, which included a Market and Economic Report, a Fund Dashboard Monthly Summary, and a Fund Performance Report.

Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangements. Rather, it was the totality of the circumstances that drove the board’s decision.

Nature, extent, and quality of services

The board reviewed the quality of the fund’s investment management services over both the short and long term, and took into account the organizational depth and stability of each advisor. The board considered the following:

ARGA. ARGA is an independent investment management firm focused on global equities. ARGA invests in businesses that it believes are undervalued based on long-term earnings power and dividend-paying capability. ARGA’s investment philosophy is based on the belief that investors overreact to short-term developments, leading to opportunities to generate gains from investing in “good businesses at great prices.” Its deep value-oriented process uses a dividend discount model to select stocks that trade at a discount to intrinsic value and can often lead to significant allocations to beaten-down sectors and countries. ARGA has managed a portion of the fund since 2012.

Edinburgh Partners. Founded in 2003, Edinburgh Partners is an independent fund management company specializing in global investment management. Edinburgh Partners employs a concentrated, low-turnover, value-oriented investment approach that results in a portfolio of companies with good long-term growth prospects and below-market price/earnings ratios. In-depth fundamental research on companies and industries is central to Edinburgh Partners’ investment process. The team conducts scenario analysis to determine the full range of potential outcomes and focuses on long-term, five-year earnings rather than shorter-term results. Edinburgh Partners has managed a portion of the fund since 2008.

30


 

Lazard. Lazard provides investment management services for clients around the world in a variety of investment mandates, including international equities, domestic equities, and fixed income securities. The investment team at Lazard employs a bottom-up stock selection process to identify stocks with sustainable financial productivity and attractive valuations. The investment process incorporates three types of investment research: financial screening, fundamental analysis, and accounting validation. Lazard heavily utilizes scenario analysis to understand the risks that macroeconomic factors pose to investment theses and the full range of potential outcomes for each holding. An experienced team of global sector analysts supports the portfolio management team. Lazard is a subsidiary of Lazard Freres & Co. LLC and has managed a portion of the fund since 2006.

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

Investment performance

The board considered the short- and long-term performance of the fund and each advisor, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangements should continue. 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 well below the average expense ratio charged by funds in its peer group and that the fund’s advisory fee rate was also well below the peer-group average. Information about the fund’s expenses 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 fund’s advisory fee rate.

The board did not consider the profitability of ARGA, Edinburgh Partners, or Lazard in determining whether to approve the advisory fees, because the firms are independent of Vanguard and the advisory fees are 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 schedules for ARGA, Edinburgh Partners, and Lazard. The breakpoints reduce the effective rate of the fee as the fund’s assets managed by each advisor increase.

The board will consider whether to renew the advisory arrangements again after a one-year period.

31


 

Glossary

Beta. A measure of the magnitude of a fund’s past share-price fluctuations in relation to the ups and downs of a given market index. The index is assigned a beta of 1.00. Compared with a given index, a fund with a beta of 1.20 typically would have seen its share price rise or fall by 12% when the index rose or fell by 10%. For this report, beta is based on returns over the past 36 months for both the fund and the index. Note that a fund’s beta should be reviewed in conjunction with its R-squared (see definition). The lower the R-squared, the less correlation there is between the fund and the index, and the less reliable beta is as an indicator of volatility.

Dividend Yield. Dividend income earned by stocks, expressed as a percentage of the aggregate market value (or of net asset value, for a fund). The yield is determined by dividing the amount of the annual dividends by the aggregate value (or net asset value) at the end of the period. For a fund, the dividend yield is based solely on stock holdings and does not include any income produced by other investments.

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

Equity Exposure. A measure that reflects a fund’s investments in stocks and stock futures. Any holdings in short-term reserves are excluded.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

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.

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. For this report, R-squared is based on returns over the past 36 months for both the fund and the index.

32


 

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.

Benchmark Information

Spliced International Index: MSCI EAFE Index through May 31, 2010; MSCI All Country World Index ex USA thereafter.

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. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 197 Vanguard funds.

The following table provides 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. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

InterestedTrustee1

F. William McNabb III

Born 1957. Trustee Since July 2009. Chairman of the Board. Principal Occupation(s) During the Past Five Years and Other Experience: Chairman of the Board of The Vanguard Group, Inc., and of each of the investment companies served by The Vanguard Group, since January 2010; Director of The Vanguard Group since 2008; Chief Executive Officer and President of The Vanguard Group, and of each of the investment companies served by The Vanguard Group, since 2008; Director of Vanguard Marketing Corporation; Managing Director of The Vanguard Group (1995–2008).

IndependentTrustees

Emerson U. Fullwood

Born 1948. Trustee Since January 2008. Principal Occupation(s) During the Past Five Years and Other Experience: Executive Chief Staff and Marketing Officer for North America and Corporate Vice President (retired 2008) of Xerox Corporation (document management products and services); Executive in Residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology; Lead Director of SPX FLOW, Inc. (multi-industry manufacturing); Director of the United Way of Rochester, the University of Rochester Medical Center, Monroe Community College Foundation, North Carolina A&T University, and Roberts Wesleyan College.

Rajiv L. Gupta

Born 1945. Trustee Since December 2001.2 Principal Occupation(s) During the Past Five Years and Other Experience: Chairman and Chief Executive Officer (retired 2009) and President (2006–2008) of Rohm and Haas Co. (chemicals); Director of Arconic Inc. (diversified manufacturer), HP Inc. (printer and personal computer manufacturing), and Delphi Automotive plc (automotive components); Senior Advisor at New Mountain Capital.

Amy Gutmann

Born 1949. Trustee Since June 2006. Principal Occupation(s) During the Past Five Years and Other Experience: President of the University of Pennsylvania; Christopher H. Browne Distinguished Professor of Political Science, School of Arts and Sciences, and Professor of Communication, Annenberg School for Communication, with secondary faculty appointments in the Department of Philosophy, School of Arts and Sciences, and at the Graduate School of Education, University of Pennsylvania; Trustee of the National Constitution Center; Chair of the Presidential Commission for the Study of Bioethical Issues.

JoAnn Heffernan Heisen

Born 1950. Trustee Since July 1998. Principal Occupation(s) During the Past Five Years and Other Experience: Corporate Vice President and Member of the Executive Committee (1997–2008), Chief Global Diversity Officer (retired 2008), Vice President and Chief Information Officer (1997–2005), Controller (1995–1997), Treasurer (1991–1995), and Assistant Treasurer (1989–1991) of Johnson & Johnson (pharmaceuticals/medical devices/consumer products); Director of Skytop Lodge Corporation (hotels) and the Robert Wood Johnson Foundation; Member of the Advisory Board of the Institute for Women’s Leadership at Rutgers University.

F. Joseph Loughrey

Born 1949. Trustee Since October 2009. Principal Occupation(s) During the Past Five Years and Other Experience: President and Chief Operating Officer (retired 2009) of Cummins Inc. (industrial machinery); Chairman of the Board of Hillenbrand, Inc. (specialized consumer services), Oxfam America, and the Lumina Foundation for Education; Director of SKF AB (industrial machinery), Hyster-Yale Materials Handling, Inc. (forklift trucks), and the V Foundation for Cancer Research; Member of the Advisory Council for the College of Arts and Letters and Chair of the Advisory


 

Board to the Kellogg Institute for International Studies, both at the University of Notre Dame.

Mark Loughridge

Born 1953. Trustee Since March 2012. Principal Occupation(s) During the Past Five Years and Other Experience: Senior Vice President and Chief Financial Officer (retired 2013) at IBM (information technology services); Fiduciary Member of IBM’s Retirement Plan Committee (2004–2013); Director of the Dow Chemical Company; Member of the Council on Chicago Booth.

Scott C. Malpass

Born 1962. Trustee Since March 2012. Principal Occupation(s) During the Past Five Years and Other Experience: Chief Investment Officer and Vice President at the University of Notre Dame; Assistant Professor of Finance at the Mendoza College of Business at Notre Dame; Member of the Notre Dame 403(b) Investment Committee, the Board of Advisors for Spruceview Capital Partners, and the Investment Advisory Committee of Major League Baseball; Board Member of TIFF Advisory Services, Inc., and Catholic Investment Services, Inc. (investment advisors); Member of the Board of Superintendence of the Institute for the Works of Religion.

André F. Perold

Born 1952. Trustee Since December 2004. Principal Occupation(s) During the Past Five Years and Other Experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011); Chief Investment Officer and Co-Managing Partner of HighVista Strategies LLC (private investment firm); Overseer of the Museum of Fine Arts Boston.

Peter F. Volanakis

Born 1955. Trustee Since July 2009. Principal Occupation(s) During the Past Five Years and Other Experience: President and Chief Operating Officer (retired 2010) of Corning Incorporated (communications equipment); Chairman of the Board of Trustees of Colby-Sawyer College; Member of the Board of Hypertherm, Inc. (industrial cutting systems, software, and consumables).

Executive Officers

Glenn Booraem

Born 1967. Investment Stewardship Officer Since February 2017. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Treasurer (2015–2017), Controller (2010–2015), and Assistant Controller (2001–2010) of each of the investment companies served by The Vanguard Group.

Thomas J. Higgins

Born 1957. Chief Financial Officer Since September 2008. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Chief Financial Officer of each of the investment companies served by The Vanguard Group; Treasurer of each of the investment companies served by The Vanguard Group (1998–2008).

Peter Mahoney

Born 1974. Controller Since May 2015. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Controller of each of the investment companies served by The Vanguard Group; Head of International Fund Services at The Vanguard Group (2008–2014).

Anne E. Robinson

Born 1970. Secretary Since September 2016. Principal Occupation(s) During the Past Five Years and Other Experience: Managing Director of The Vanguard Group, Inc.; General Counsel of The Vanguard Group; Secretary of The Vanguard Group and of each of the investment companies served by The Vanguard Group; Director and Senior Vice President of Vanguard Marketing Corporation; Managing Director and General Counsel of Global Cards and Consumer Services at Citigroup (2014–2016); Counsel at American Express (2003–2014).

Michael Rollings

Born 1963. Treasurer Since February 2017. Principal Occupation(s) During the Past Five Years and Other Experience: Managing Director of The Vanguard Group, Inc.; Treasurer of each of the investment companies served by The Vanguard Group; Executive Vice President and Chief Financial Officer of MassMutual Financial Group (2006–2016).

Vanguard Senior Management Team

Mortimer J. Buckley

John James

Martha G. King

John T. Marcante

Chris D. McIsaac

James M. Norris

Thomas M. Rampulla

Glenn W. Reed

Karin A. Risi

 

Chairman Emeritus and Senior Advisor John J. Brennan

Chairman, 1996–2009

Chief Executive Officer and President, 1996–2008

Founder John C. Bogle

Chairman and Chief Executive Officer, 1974–1996

1 Mr. McNabb is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.

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


 

  P.O. Box 2600
  Valley Forge, PA 19482-2600
 
 
 
Connect with Vanguard® >vanguard.com  
 
 
 
Fund Information > 800-662-7447 CFA® is a registered trademark owned by CFA Institute.
Direct Investor Account Services > 800-662-2739  
Institutional Investor Services > 800-523-1036  
Text Telephone for People  
Who Are Deaf or Hard of Hearing> 800-749-7273  
 
This material may be used in conjunction  
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by  
the fund’s current prospectus.  
 
All comparative mutual fund data are from Lipper, a  
Thomson Reuters Company, or Morningstar, Inc., unless  
otherwise noted.  
 
You can obtain a free copy of Vanguard’s proxy voting  
guidelines by visiting vanguard.com/proxyreporting or by  
calling Vanguard at 800-662-2739. The guidelines are  
also available from the SEC’s website, sec.gov. In  
addition, you may obtain a free report on how your fund  
voted the proxies for securities it owned during the 12  
months ended June 30. To get the report, visit either  
vanguard.com/proxyreporting or 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 email addressed to  
publicinfo@sec.gov or via regular mail addressed to the  
Public Reference Section, Securities and Exchange  
Commission, Washington, DC 20549-1520.  
 
  © 2017 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q462 062017

 

 



Semiannual Report | April 30, 2017

Vanguard Diversified Equity Fund


 

A new format, unwavering commitment

As you begin reading this report, you’ll notice that we’ve made some improvements to the opening sections—based on feedback from you, our clients.

Page 1 starts with a new ”Your Fund’s Performance at a Glance,” a concise, handy summary of how your fund performed during the period.

In the renamed ”Chairman’s Perspective,” Bill McNabb will focus on enduring principles and investment insights.

We’ve modified some tables, and eliminated some redundancy, but we haven’t removed any information.

At Vanguard, we’re always looking for better ways to communicate and to help you make sound investment decisions. Thank you for entrusting your assets to us.

Contents  
Your Fund’s Performance at a Glance. 1
Chairman’s Perspective. 3
Fund Profile. 7
Performance Summary. 8
Financial Statements. 9
About Your Fund’s Expenses. 17
Trustees Approve Advisory Arrangement. 19
Glossary. 21

 

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

See the Glossary for definitions of investment terms used in this report.

About the cover: No matter what language you speak, Vanguard has one consistent message and set of principles. Our primary focus is on you, our clients. We conduct our business with integrity as a faithful steward of your assets. This message is shown translated into seven languages, reflecting our expanding global presence.


 

Your Fund’s Performance at a Glance

• For the six months ended April 30, 2017, Vanguard Diversified Equity Fund returned 13.41%. This result slightly trailed the 13.84% return of the benchmark, the MSCI US Broad Market Index, but was a bit ahead of the 12.97% average return of multi-capitalization core fund peers.

• As a “fund of funds,” Diversified Equity invests in eight actively managed Vanguard funds selected to provide broad exposure to all segments of the U.S. equity market. Together, the funds cover the style and capitalization spectrum, investing in growth and value stocks of small-, mid-, and large-cap companies.

• For the period, growth stocks surpassed their value counterparts, and small-caps exceeded mid- and large-caps. Of the underlying funds, only Vanguard Windsor and Windsor II Funds outpaced their benchmarks.

• Returns for the underlying funds ranged from about 16% for Vanguard Explorer Fund to almost 12% for Vanguard Capital Value and Vanguard Mid-Cap Growth Funds.

Total Returns: Six Months Ended April 30, 2017    
    Total
    Returns
Vanguard Diversified Equity Fund   13.41%
MSCI US Broad Market Index   13.84
Multi-Cap Core Funds Average   12.97
Multi-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.  
 
 
Expense Ratios    
Your Fund Compared With Its Peer Group    
 
  Acquired Fund Fees Peer Group
  and Expenses Average
Diversified Equity Fund 0.36% 1.12%

 

The acquired fund fees and expenses—drawn from the prospectus dated February 23, 2017—represent an estimate of the weighted average of the expense ratios and any transaction fees charged by the underlying mutual funds (the ”acquired” funds) in which the Diversified Equity Fund invests. The Diversified Equity Fund does not charge any expenses or fees of its own. For the six months ended April 30, 2017, the annualized acquired fund fees and expenses were 0.36%. The peer-group expense ratio is derived from data provided by Lipper, a Thomson Reuters Company, and captures information through year-end 2016.

Peer group: Multi-Cap Core Funds.

1


 

Underlying Funds: Allocations and Returns    
Six Months Ended April 30, 2017    
  Percentage of  
  Diversified Equity Fund  
Vanguard Fund Assets Total Returns
Vanguard Growth and Income Fund Investor    
Shares 19.9% 12.66%
Vanguard U.S. Growth Fund Investor Shares 15.2 11.68
Vanguard Morgan™ Growth Fund Investor    
Shares 15.1 14.39
Vanguard Windsor™ II Fund Investor Shares 14.9 12.76
Vanguard Windsor Fund Investor Shares 14.9 14.87
Vanguard Explorer™ Fund Investor Shares 10.0 16.25
Vanguard Mid-Cap Growth Fund 5.1 11.77
Vanguard Capital Value Fund 4.9 11.60
Combined 100.0% 13.41%

 

2


 

Chairman’s Perspective


Bill McNabb
Chairman and Chief Executive Officer

Dear Shareholder,

“Buy what you know.”

It’s one of the adages of investing, and it has plenty of intuitive appeal. After all, the familiar seems inherently less risky. It’s no wonder that many investors heavily tilt their portfolios toward the stocks and bonds of their home country. This is known in investing parlance as “home bias.”

U.S. investors sometimes think they can get all the global diversification they need by owning shares of U.S.-based multinational companies. And that may seem like the best of both worlds: international diversification without ever leaving the friendly confines of home.

The potential pitfall is that, as Vanguard research has suggested, the performance of a company’s shares tends to be highly correlated to its domestic market, regardless of where that company conducts most of its business.

Americans aren’t alone in being portfolio homebodies. Vanguard has found that in a range of developed countries—Australia, Canada, Japan, and the United Kingdom, as well as the United States—investors held a greater percentage of domestic stocks than would be indicated if they had taken their cues from a globally diversified, market-weighted benchmark. (You can see this tendency in the chart later in this letter.)

3


 

Why home bias exists

Vanguard’s Investment Strategy Group identified a range of reasons why investors might not embrace global diversification, including concerns about currency risk and an expectation that their home country will deliver outsized returns.

One factor we identified—preference for the familiar—seems particularly relevant. With so much global uncertainty about geopolitics, monetary policy, and the economic outlook, it’s understandable why investors may not want to stray too far from home.

But in their aversion to the unknown, investors can end up increasing, rather than lessening, their risks. That’s because they’re sacrificing broad global diversification—one of the best ways I know of to help control risk.

In many cases, individual country markets are much less diversified than the global market in total. Global investing, then, can be an answer for investors who want to reduce concentration risk. That can include overconcentration in a particular country, region, or industry.

And the good news is that global investing is easier than ever, thanks to the wide availability of low-cost, internationally diversified stock and bond funds. It’s possible, in a sense, to own the whole world with just a couple of funds.

Market Barometer      
      Total Returns
    Periods Ended April 30, 2017
  Six One Five Years
  Months Year (Annualized)
Stocks      
Russell 1000 Index (Large-caps) 13.46% 18.03% 13.63%
Russell 2000 Index (Small-caps) 18.37 25.63 12.95
Russell 3000 Index (Broad U.S. market) 13.83 18.58 13.57
FTSE All-World ex US Index (International) 10.55 12.98 5.60
 
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index      
(Broad taxable market) -0.67% 0.83% 2.27%
Bloomberg Barclays Municipal Bond Index      
(Broad tax-exempt market) -0.34 0.14 3.16
Citigroup Three-Month U.S. Treasury Bill Index 0.23 0.37 0.11
 
CPI      
Consumer Price Index 1.16% 2.20% 1.22%

 

4


 

Expanding our opportunities

A key to overcoming home bias is reframing the way we look at investing outside our home countries. Take, for example, automakers or pharmaceutical companies. There are well-regarded firms in both industries located throughout the world. Over the next five years, nobody can know for sure whether a Japanese or U.S. or European company will produce a popular new sedan that outsells the competition or come up with new treatments to combat illness. So why not own them all? And that includes their bonds along with their stocks.

Full global diversification also allows you to capitalize on opportunities in both developed and emerging economies. Betting on which individual country—let alone company—will be the next market darling can be a fool’s errand.

A better choice can be to harness the potential of all markets. In my personal investment account, I have an emerging markets position that complements my developed-market holdings. Not only can global diversification help control risk, but it can also expand our set of opportunities among stocks and bonds.

Home bias shows investors across the world are fixated on the familiar

Investors often own a greater share of their home country’s stocks than would be indicated by the allocations of a globally diversified, market-capitalization-weighted index fund.


Global index weight
Investor holdings in domestic equities

Notes: Data as of December 31, 2014 (the latest available from the International Monetary Fund, or IMF), in U.S. dollars. Domestic investment is calculated by subtracting total foreign investment (as reported by the IMF) in a given country from its market capitalization in the MSCI All Country World Index. Given that the IMF data are voluntary, there may be some discrepancies between the market values in the survey and the MSCI ACWI.

Sources: Vanguard, based on data from the IMF’s Coordinated Portfolio Investment Survey (2014), Bloomberg, Thomson Reuters Datastream, and FactSet.

5


 

Ultimately, I believe we have the best chance for investment success by giving ourselves more opportunities, not fewer. Own the whole haystack and you never have to worry about finding the needle.

Thank you for entrusting your assets to Vanguard.


F. William McNabb III

Chairman and Chief Executive Officer

May 12, 2017

6


 

Diversified Equity Fund

Fund Profile
As of April 30, 2017

Portfolio Characteristics    
    MSCI US
    Broad Market
  Fund Index
Number of Stocks 1,511 3,108
Median Market Cap $38.2B $58.1B
Price/Earnings Ratio 27.7x 26.8x
Price/Book Ratio 2.8x 2.9x
Return on Equity 20.8% 24.3%
Earnings Growth    
Rate 10.6% 9.8%
Dividend Yield 1.5% 1.9%
Turnover Rate    
(Annualized) 9%
Ticker Symbol VDEQX
Acquired Fund Fees    
and Expenses1 0.36%
30-Day SEC Yield 1.34%

 

Allocation to Underlying Vanguard Funds

Vanguard Growth and Income Fund  
Investor Shares 19.9%
Vanguard U.S. Growth Fund Investor  
Shares 15.2
Vanguard Morgan Growth Fund Investor  
Shares 15.1
Vanguard Windsor II Fund Investor Shares 14.9
Vanguard Windsor Fund Investor Shares 14.9
Vanguard Explorer Fund Investor Shares 10.0
Vanguard Mid-Cap Growth Fund 5.1
Vanguard Capital Value Fund 4.9

 

Volatility Measures  
  MSCI US
  Broad Market
  Index
R-Squared 0.98
Beta 1.04

These measures show the degree and timing of the fund’s fluctuations compared with the index over 36 months.

Sector Diversification (% of equity exposure)

    MSCI US
    Broad Market
  Fund Index
Consumer Discretionary 13.4% 13.0%
Consumer Staples 5.6 8.3
Energy 5.0 5.9
Financials 13.7 14.2
Health Care 15.1 13.6
Industrials 10.8 10.9
Information Technology 27.2 21.3
Materials 3.0 3.4
Real Estate 2.6 4.1
Telecommunication Services 1.2 2.1
Utilities 1.6 3.2
Other 0.8 0.0

 

Fund percentages reflect holdings of underlying funds.

1 This figure—drawn from the prospectus dated February 23, 2017—represents an estimate of the weighted average of the expense ratios and any transaction fees charged by the underlying mutual funds (the ”acquired” funds) in which the Diversified Equity Fund invests. The Diversified Equity Fund does not charge any expenses or fees of its own. For the six months ended April 30, 2017, the annualized acquired fund fees and expenses were 0.36%.

7


 

Diversified Equity Fund

Performance Summary

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

Fiscal-Year Total Returns (%): October 31, 2006, Through April 30, 2017


Note: For 2017, performance data reflect the six months ended April 30, 2017.

Average Annual Total Returns: Periods Ended March 31, 2017

This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.

Securities and Exchange Commission rules require that we provide this information.

  Inception One Five Ten
  Date Year Years Years
Diversified Equity Fund 6/10/2005 16.95% 12.28% 6.95%

 

See Financial Highlights for dividend and capital gains information.

8


 

Diversified Equity Fund

Financial Statements (unaudited)

Statement of Net Assets
As of April 30, 2017

The fund reports a complete list of its holdings in regulatory filings 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 sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

    Market
    Value
  Shares ($000)
Investment Companies (100.0%)    
U.S. Stock Funds (100.0%)    
Vanguard Growth and Income Fund Investor Shares 6,161,775 270,440
Vanguard U.S. Growth Fund Investor Shares 6,293,318 205,729
Vanguard Morgan Growth Fund Investor Shares 7,514,932 204,782
Vanguard Windsor II Fund Investor Shares 5,485,608 202,693
Vanguard Windsor Fund Investor Shares 9,278,062 201,612
Vanguard Explorer Fund Investor Shares 1,455,797 135,986
Vanguard Mid-Cap Growth Fund 2,834,818 68,461
Vanguard Capital Value Fund 5,416,823 66,898
Total Investment Companies (Cost $901,676)   1,356,601
Temporary Cash Investment (0.0%)    
Money Market Fund (0.0%)    
1 Vanguard Market Liquidity Fund, 1.034% (Cost $182) 1,822 182
Total Investments (100.0%) (Cost $901,858)   1,356,783
Other Assets and Liabilities (0.0%)    
Other Assets   419
Liabilities   (782)
Total Other Assets and Liabilities   (363)
Net Assets (100%)    
Applicable to 41,856,906 outstanding $.001 par value shares of    
beneficial interest (unlimited authorization)   1,356,420
Net Asset Value Per Share   $32.41

 

9


 

Diversified Equity Fund  
 
 
 
 
  Amount
  ($000)
Statement of Assets and Liabilities  
Assets  
Investments in Securities, at Value—Affiliated Vanguard Funds 1,356,783
Receivables for Investment Securities Sold 117
Receivables for Capital Shares Issued 302
Total Assets 1,357,202
Liabilities  
Payables for Capital Shares Redeemed 782
Total Liabilities 782
Net Assets 1,356,420
 
 
At April 30, 2017, net assets consisted of:  
  Amount
  ($000)
Paid-in Capital 852,550
Overdistributed Net Investment Income (40)
Accumulated Net Realized Gains 48,985
Unrealized Appreciation (Depreciation) 454,925
Net Assets 1,356,420

 

• See Note A in Notes to Financial Statements.
1 Affiliated fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
See accompanying Notes, which are an integral part of the Financial Statements.

10


 

Diversified Equity Fund  
 
 
Statement of Operations  
 
  Six Months Ended
  April 30, 2017
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 12,074
Net Investment Income—Note B 12,074
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 44,299
Affiliated Investment Securities Sold 5,788
Realized Net Gain (Loss) 50,087
Change in Unrealized Appreciation (Depreciation) of Investment Securities 104,109
Net Increase (Decrease) in Net Assets Resulting from Operations 166,270

 

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

11


 

Diversified Equity Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  April 30, October 31,
  2017 2016
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 12,074 16,847
Realized Net Gain (Loss) 50,087 97,394
Change in Unrealized Appreciation (Depreciation) 104,109 (100,060)
Net Increase (Decrease) in Net Assets Resulting from Operations 166,270 14,181
Distributions    
Net Investment Income (16,846) (15,681)
Realized Capital Gain1 (77,095) (106,084)
Total Distributions (93,941) (121,765)
Capital Share Transactions    
Issued 55,110 71,521
Issued in Lieu of Cash Distributions 89,282 116,441
Redeemed (136,465) (259,810)
Net Increase (Decrease) from Capital Share Transactions 7,927 (71,848)
Total Increase (Decrease) 80,256 (179,432)
Net Assets    
Beginning of Period 1,276,164 1,455,596
End of Period2 1,356,420 1,276,164

 

1 Includes fiscal 2017 and 2016 short-term gain distributions totaling $1,082,000 and $9,876,000, 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 ($40,000) and $4,732,000.

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

12


 

Diversified Equity Fund            
 
 
Financial Highlights            
 
 
Six Months          
  Ended          
For a Share Outstanding April 30,     Year Ended October 31,
Throughout Each Period 2017 2016 2015 2014 2013 2012
Net Asset Value, Beginning of Period $30.76 $33.15 $33.18 $29.43 $22.70 20.34
Investment Operations            
Net Investment Income .299 .397 .394 .3221 .332 .262
Capital Gain Distributions Received 1.051 .860 2.606 .8481 .131 .034
Net Realized and Unrealized Gain (Loss)            
on Investments 2.609 (.836) (1.453) 3.243 6.626 2.310
Total from Investment Operations 3.959 .421 1.547 4.413 7.089 2.606
Distributions            
Dividends from Net Investment Income (. 414) (. 362) (. 342) (. 283) (. 344) (. 246)
Distributions from Realized Capital Gains  (1.895) (2.449) (1.235) (.380) (.015)
Total Distributions (2.309) (2.811) (1.577) (.663) (.359) (.246)
Net Asset Value, End of Period $32.41 $30.76 $33.15 $33.18 $29.43 $22.70
 
Total Return2 13.41% 1.39% 4.71% 15.20% 31.70% 12.97%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $1,356 $1,276 $1,456 $1,513 $1,420 $1,173
Ratio of Total Expenses to            
Average Net Assets
Acquired Fund Fees and Expenses 0.36% 0.36% 0.40% 0.41% 0.40% 0.40%
Ratio of Net Investment Income to            
Average Net Assets 1.48 1.26% 1.16% 1.03% 1.27% 1.18%
Portfolio Turnover Rate 9% 9% 10% 5% 5% 3%

 

The expense ratio, acquired fund fees and expenses, net investment income ratio, and turnover rate for the current period have been annualized. 1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.

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

13


 

Diversified Equity Fund

Notes to Financial Statements

Vanguard Diversified Equity Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund invests in selected Vanguard actively managed U.S. stock funds. Financial statements and other information about each underlying fund are available on vanguard.com.

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

1. Security Valuation: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (October 31, 2013–2016), and for the period ended April 30, 2017, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

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

4. Credit Facility: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $3.1 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. Borrowings may be utilized for temporary and emergency purposes, and are subject to the fund’s regulatory and contractual borrowing restrictions. The participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn amount of the facility; these fees are allocated to the funds based on a method approved by the fund’s board of trustees and borne by the funds in which the fund invests (see Note B). Any borrowings under this facility bear interest at a rate based upon the higher of the one-month London Interbank Offered Rate, federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread.

The fund had no borrowings outstanding at April 30, 2017, or at any time during the period then ended.

5. Other: Income and capital gain distributions received are recorded on the ex-dividend date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

B. In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the period ended April 30, 2017, were borne by the underlying Vanguard funds in which the fund invests. The fund’s trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as directors and employees, respectively, of Vanguard.

14


 

Diversified Equity Fund

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1—Quoted prices in active markets for identical securities.

Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

At April 30, 2017, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.

D. 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 April 30, 2017, the cost of investment securities for tax purposes was $901,858,000. Net unrealized appreciation of investment securities for tax purposes was $454,925,000, consisting entirely of unrealized gains on securities that had risen in value since their purchase.

E.      Capital shares issued and redeemed were:
  Six Months Ended Year Ended
  April 30, 2017 October 31, 2016
  Shares Shares
  (000) (000)
Issued 1,739 2,380
Issued in Lieu of Cash Distributions 2,953 3,838
Redeemed (4,325) (8,643)
Net Increase (Decrease) in Shares Outstanding 367 (2,425)

 

15


 

Diversified Equity Fund

F. Transactions during the period in affiliated underlying Vanguard funds were as follows:  
      Current Period Transactions  
  Oct. 31,   Proceeds     April 30,
  2016   from   Capital Gain 2017
  Market Purchases Securities   Distributions Market
  Value at Cost Sold Income Received Value
  ($000) ($000) ($000) ($000) ($000) ($000)
Vanguard Capital Value Fund 63,618 1,103 3,944 1,103 66,898
Vanguard Explorer Fund 125,724 6,000 9,918 476 5,344 135,986
Vanguard Growth and            
Income Fund 255,676 14,755 16,751 2,741 12,014 270,440
Vanguard Market Liquidity Fund NA1 NA1 182
Vanguard Mid-Cap Growth Fund 63,956 441 2,892 441 68,461
Vanguard Morgan Growth Fund 191,983 10,627 14,169 1,586 8,958 204,782
Vanguard U.S. Growth Fund 191,416 3,594 8,534 782 2,071 205,729
Vanguard Windsor Fund 191,946 8,243 18,027 2,378 5,527 201,612
Vanguard Windsor II Fund 192,005 13,240 13,388 2,567 10,385 202,693
Total 1,276,324 58,003 87,623 12,074 44,299 1,356,783
1 Not applicable—purchases and sales are for temporary cash investment purposes.      

 

G. Management has determined that no material events or transactions occurred subsequent to April 30, 2017, that would require recognition or disclosure in these financial statements.

16


 

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 typical fund’s expenses are expressed as a percentage of its average net assets. The Diversified Equity Fund has no direct expenses, but bears its proportionate share of the costs for the underlying funds in which it invests. These indirect expenses make up the acquired fund fees and expenses, also expressed as a percentage of average net assets.

The following examples are intended to help you understand the ongoing cost (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 costs were calculated using the acquired fund fees and expenses for the Diversified Equity Fund.

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

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

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

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

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

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

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

17


 

Six Months Ended April 30, 2017      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Diversified Equity Fund 10/31/2016 4/30/2017 Period
Based on Actual Fund Return $1,000.00 $1,134.10 $1.90
Based on Hypothetical 5% Yearly Return 1,000.00 1,023.01 1.81

 

The calculations are based on acquired fund fees and expenses charged by the underlying mutual funds in which the Diversified Equity Fund invests. The Diversified Equity Fund’s annualized expense figure for the period is 0.36%. The dollar amounts shown as ”Expenses Paid” are equal to the annualized average weighted expense ratio for the underlying funds 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 (181/365).

18


 

Trustees Approve Advisory Arrangement

The board of trustees of Vanguard Diversified Equity Fund has renewed the fund’s investment advisory arrangement with The Vanguard Group, Inc. (Vanguard), through its Equity Index Group. The board determined that continuing the fund’s internalized management structure 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. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisor and made monthly presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.

The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and the advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.

In addition, the board received monthly reports, which included a Market and Economic Report, a Fund Dashboard Monthly Summary, and a Fund Performance Report.

Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangement. Rather, it was the totality of the circumstances that drove the board’s decision.

Nature, extent, and quality of services

The board reviewed the quality of the fund’s investment management services over both the short and long term and took into account the organizational depth and stability of the advisor. The board considered that Vanguard has been managing investments for more than three decades. The Equity Index Group adheres to a sound, disciplined investment management process; the team has considerable experience, stability, and depth.

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

Investment performance

The board considered the short- and long-term performance of the fund, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangement should continue. 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 acquired fund fees and expenses were well below the average expense ratio charged by funds in its peer group. The fund does not incur advisory expenses directly; however, the board noted that each of the underlying funds in which the fund invests has advisory expenses well below the relevant peer-group average. Information about the fund’s acquired fund fees and expenses appears in the About Your Fund’s Expenses section of this report as well as in the Financial Statements section.

19


 

The board does not conduct a profitability analysis of Vanguard because of Vanguard’s unique “at-cost” structure. Unlike most other mutual fund management companies, Vanguard is owned by the funds it oversees and produces “profits” only in the form of reduced expenses for fund shareholders.

The benefit of economies of scale

The board concluded that Vanguard’s at-cost arrangement with the fund and its underlying funds ensures that the fund will realize economies of scale as the assets of the underlying funds grow, with the cost to shareholders declining as the fund’s assets increase.

The board will consider whether to renew the advisory arrangement again after a one-year period.

20


 

Glossary

30-Day SEC Yield. A fund’s 30-day SEC yield is derived using a formula specified by the U.S. Securities and Exchange Commission. Under the formula, data related to the fund’s security holdings in the previous 30 days are used to calculate the fund’s hypothetical net income for that period, which is then annualized and divided by the fund’s estimated average net assets over the calculation period. For the purposes of this calculation, a security’s income is based on its current market yield to maturity (for bonds), its actual income (for asset-backed securities), or its projected dividend yield (for stocks). Because the SEC yield represents hypothetical annualized income, it will differ—at times significantly—from the fund’s actual experience. As a result, the fund’s income distributions may be higher or lower than implied by the SEC yield.

Acquired Fund Fees and Expenses. Funds that invest in other Vanguard funds incur no direct expenses, but they do bear proportionate shares of the operating, administrative, and advisory expenses of the underlying funds, and they must pay any fees charged by those funds. The figure for acquired fund fees and expenses represents a weighted average of these underlying costs. Acquired is a term that the Securities and Exchange Commission applies to any mutual fund whose shares are owned by another fund.

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%. For this report, beta is based on returns over the past 36 months for both the fund and the index. Note that a fund’s beta should be reviewed in conjunction with its R-squared (see definition). The lower the R-squared, the less correlation there is between the fund and the index, and the less reliable beta is as an indicator of volatility.

Dividend Yield. Dividend income earned by stocks, expressed as a percentage of the aggregate market value (or of net asset value, for a fund). The yield is determined by dividing the amount of the annual dividends by the aggregate value (or net asset value) at the end of the period. For a fund, the dividend yield is based solely on stock holdings and does not include any income produced by other investments.

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

Equity Exposure. A measure that reflects a fund’s investments in stocks and stock futures. Any holdings in short-term reserves are excluded.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

Foreign Holdings. The percentage of a fund represented by securities 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.

21


 

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

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

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

R-Squared. A measure of how much of a fund’s past returns can be explained by the returns from the market in general, as measured by a given index. If a fund’s total returns were precisely synchronized with an index’s returns, its R-squared would be 1.00. If the fund’s returns bore no relationship to the index’s returns, its R-squared would be 0. For this report, R-squared is based on returns over the past 36 months for both the fund and the index.

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.

22


 

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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. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 197 Vanguard funds.

The following table provides 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. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

InterestedTrustee1

F. William McNabb III

Born 1957. Trustee Since July 2009. Chairman of the Board. Principal Occupation(s) During the Past Five Years and Other Experience: Chairman of the Board of The Vanguard Group, Inc., and of each of the investment companies served by The Vanguard Group, since January 2010; Director of The Vanguard Group since 2008; Chief Executive Officer and President of The Vanguard Group, and of each of the investment companies served by The Vanguard Group, since 2008; Director of Vanguard Marketing Corporation; Managing Director of The Vanguard Group (1995–2008).

IndependentTrustees

Emerson U. Fullwood

Born 1948. Trustee Since January 2008. Principal Occupation(s) During the Past Five Years and Other Experience: Executive Chief Staff and Marketing Officer for North America and Corporate Vice President (retired 2008) of Xerox Corporation (document management products and services); Executive in Residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology; Lead Director of SPX FLOW, Inc. (multi-industry manufacturing); Director of the United Way of Rochester, the University of Rochester Medical Center, Monroe Community College Foundation, North Carolina A&T University, and Roberts Wesleyan College.

Rajiv L. Gupta

Born 1945. Trustee Since December 2001.2 Principal Occupation(s) During the Past Five Years and Other Experience: Chairman and Chief Executive Officer (retired 2009) and President (2006–2008) of Rohm and Haas Co. (chemicals); Director of Arconic Inc. (diversified manufacturer), HP Inc. (printer and personal computer manufacturing), and Delphi Automotive plc (automotive components); Senior Advisor at New Mountain Capital.

Amy Gutmann

Born 1949. Trustee Since June 2006. Principal Occupation(s) During the Past Five Years and Other Experience: President of the University of Pennsylvania; Christopher H. Browne Distinguished Professor of Political Science, School of Arts and Sciences, and Professor of Communication, Annenberg School for Communication, with secondary faculty appointments in the Department of Philosophy, School of Arts and Sciences, and at the Graduate School of Education, University of Pennsylvania; Trustee of the National Constitution Center; Chair of the Presidential Commission for the Study of Bioethical Issues.

JoAnn Heffernan Heisen

Born 1950. Trustee Since July 1998. Principal Occupation(s) During the Past Five Years and Other Experience: Corporate Vice President and Member of the Executive Committee (1997–2008), Chief Global Diversity Officer (retired 2008), Vice President and Chief Information Officer (1997–2005), Controller (1995–1997), Treasurer (1991–1995), and Assistant Treasurer (1989–1991) of Johnson & Johnson (pharmaceuticals/medical devices/consumer products); Director of Skytop Lodge Corporation (hotels) and the Robert Wood Johnson Foundation; Member of the Advisory Board of the Institute for Women’s Leadership at Rutgers University.

F. Joseph Loughrey

Born 1949. Trustee Since October 2009. Principal Occupation(s) During the Past Five Years and Other Experience: President and Chief Operating Officer (retired 2009) of Cummins Inc. (industrial machinery); Chairman of the Board of Hillenbrand, Inc. (specialized consumer services), Oxfam America, and the Lumina Foundation for Education; Director of SKF AB (industrial machinery), Hyster-Yale Materials Handling, Inc. (forklift trucks), and the V Foundation for Cancer Research; Member of the Advisory Council for the College of Arts and Letters and Chair of the Advisory


 

Board to the Kellogg Institute for International Studies, both at the University of Notre Dame.

Mark Loughridge

Born 1953. Trustee Since March 2012. Principal Occupation(s) During the Past Five Years and Other Experience: Senior Vice President and Chief Financial Officer (retired 2013) at IBM (information technology services); Fiduciary Member of IBM’s Retirement Plan Committee (2004–2013); Director of the Dow Chemical Company; Member of the Council on Chicago Booth.

Scott C. Malpass

Born 1962. Trustee Since March 2012. Principal Occupation(s) During the Past Five Years and Other Experience: Chief Investment Officer and Vice President at the University of Notre Dame; Assistant Professor of Finance at the Mendoza College of Business at Notre Dame; Member of the Notre Dame 403(b) Investment Committee, the Board of Advisors for Spruceview Capital Partners, and the Investment Advisory Committee of Major League Baseball; Board Member of TIFF Advisory Services, Inc., and Catholic Investment Services, Inc. (investment advisors); Member of the Board of Superintendence of the Institute for the Works of Religion.

André F. Perold

Born 1952. Trustee Since December 2004. Principal Occupation(s) During the Past Five Years and Other Experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011); Chief Investment Officer and Co-Managing Partner of HighVista Strategies LLC (private investment firm); Overseer of the Museum of Fine Arts Boston.

Peter F. Volanakis

Born 1955. Trustee Since July 2009. Principal Occupation(s) During the Past Five Years and Other Experience: President and Chief Operating Officer (retired 2010) of Corning Incorporated (communications equipment); Chairman of the Board of Trustees of Colby-Sawyer College; Member of the Board of Hypertherm, Inc. (industrial cutting systems, software, and consumables).

Executive Officers

Glenn Booraem

Born 1967. Investment Stewardship Officer Since February 2017. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Treasurer (2015–2017), Controller (2010–2015), and Assistant Controller (2001–2010) of each of the investment companies served by The Vanguard Group.

Thomas J. Higgins

Born 1957. Chief Financial Officer Since September 2008. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Chief Financial Officer of each of the investment companies served by The Vanguard Group; Treasurer of each of the investment companies served by The Vanguard Group (1998–2008).

Peter Mahoney

Born 1974. Controller Since May 2015. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Controller of each of the investment companies served by The Vanguard Group; Head of International Fund Services at The Vanguard Group (2008–2014).

Anne E. Robinson

Born 1970. Secretary Since September 2016. Principal Occupation(s) During the Past Five Years and Other Experience: Managing Director of The Vanguard Group, Inc.; General Counsel of The Vanguard Group; Secretary of The Vanguard Group and of each of the investment companies served by The Vanguard Group; Director and Senior Vice President of Vanguard Marketing Corporation; Managing Director and General Counsel of Global Cards and Consumer Services at Citigroup (2014–2016); Counsel at American Express (2003–2014).

Michael Rollings

Born 1963. Treasurer Since February 2017. Principal Occupation(s) During the Past Five Years and Other Experience: Managing Director of The Vanguard Group, Inc.; Treasurer of each of the investment companies served by The Vanguard Group; Executive Vice President and Chief Financial Officer of MassMutual Financial Group (2006–2016).

Vanguard Senior Management Team

Mortimer J. Buckley

John James

Martha G. King

John T. Marcante

Chris D. McIsaac

James M. Norris

Thomas M. Rampulla

Glenn W. Reed

Karin A. Risi

 

Chairman Emeritus and Senior Advisor John J. Brennan

Chairman, 1996–2009

Chief Executive Officer and President, 1996–2008

Founder John C. Bogle

Chairman and Chief Executive Officer, 1974–1996

1 Mr. McNabb is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.

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


 

  P.O. Box 2600
  Valley Forge, PA 19482-2600
 
 
 
Connect with Vanguard® > vanguard.com  
 
 
 
Fund Information > 800-662-7447  
Direct Investor Account Services > 800-662-2739  
Institutional Investor Services > 800-523-1036  
Text Telephone for People  
Who Are Deaf or Hard of Hearing> 800-749-7273  
 
This material may be used in conjunction  
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by  
the fund’s current prospectus.  
 
All comparative mutual fund data are from Lipper, a  
Thomson Reuters Company, or Morningstar, Inc., unless  
otherwise noted.  
 
You can obtain a free copy of Vanguard’s proxy voting  
guidelines by visiting vanguard.com/proxyreporting or by  
calling Vanguard at 800-662-2739. The guidelines are  
also available from the SEC’s website, sec.gov. In  
addition, you may obtain a free report on how your fund  
voted the proxies for securities it owned during the 12  
months ended June 30. To get the report, visit either  
vanguard.com/proxyreporting or 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 email addressed to  
publicinfo@sec.gov or via regular mail addressed to the  
Public Reference Section, Securities and Exchange  
Commission, Washington, DC 20549-1520.  
 
  © 2017 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q6082 062017

 



Semiannual Report | April 30, 2017

Vanguard Emerging Markets Select Stock Fund


 

A new format, unwavering commitment

As you begin reading this report, you’ll notice that we’ve made some improvements to the opening sections—based on feedback from you, our clients.

Page 1 starts with a new ”Your Fund’s Performance at a Glance,” a concise, handy summary of how your fund performed during the period.

In the renamed ”Chairman’s Perspective,” Bill McNabb will focus on enduring principles and investment insights.

We’ve modified some tables, and eliminated some redundancy, but we haven’t removed any information.

At Vanguard, we’re always looking for better ways to communicate and to help you make sound investment decisions. Thank you for entrusting your assets to us.

Contents  
Your Fund’s Performance at a Glance. 1
Chairman’s Perspective. 2
Advisors’ Report. 6
Fund Profile. 11
Performance Summary. 13
Financial Statements. 14
About Your Fund’s Expenses. 29
Trustees Approve Advisory Arrangements. 31
Glossary. 33

 

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

See the Glossary for definitions of investment terms used in this report.

About the cover: No matter what language you speak, Vanguard has one consistent message and set of principles. Our primary focus is on you, our clients. We conduct our business with integrity as a faithful steward of your assets. This message is shown translated into seven languages, reflecting our expanding global presence.


 

Your Fund’s Performance at a Glance

• For the six months ended April 30, 2017, Vanguard Emerging Markets Select Stock Fund returned 10.35%. That performance exceeded the 7.66% return of the benchmark, the FTSE Emerging Index, and the 8.70% average return of peer funds.

• The fund’s objective is to seek long-term capital appreciation through broadly diversified exposure to emerging markets.

• Among countries represented in the fund, Taiwan, India, and Brazil produced some of the strongest returns on a relative basis, while China and Russia detracted from performance.

• Stock selection was positive in most of the fund’s industry sectors. Stocks in the consumer goods and technology sectors drove the fund’s relative performance for the period, while financials and oil and gas were weak spots.

Total Returns: Six Months Ended April 30, 2017    
    Total
    Returns
Vanguard Emerging Markets Select Stock Fund   10.35%
FTSE Emerging Index   7.66
Emerging Markets Funds Average   8.70
Emerging Markets Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.  
 
 
Expense Ratios    
Your Fund Compared With Its Peer Group    
    Peer Group
  Fund Average
Emerging Markets Select Stock Fund 0.90% 1.50%

 

The fund expense ratio shown is from the prospectus dated February 23, 2017, and represents estimated costs for the current fiscal year. For the six months ended April 30, 2017, the fund’s annualized expense ratio was 0.92%. The peer-group expense ratio is derived from data provided by Lipper, a Thomson Reuters Company, and captures information through year-end 2016.

Peer group: Emerging Markets Funds.

1


 

Chairman’s Perspective


Bill McNabb
Chairman and Chief Executive Officer

Dear Shareholder,

“Buy what you know.”

It’s one of the adages of investing, and it has plenty of intuitive appeal. After all, the familiar seems inherently less risky. It’s no wonder that many investors heavily tilt their portfolios toward the stocks and bonds of their home country. This is known in investing parlance as “home bias.”

U.S. investors sometimes think they can get all the global diversification they need by owning shares of U.S.-based multinational companies. And that may seem like the best of both worlds: international diversification without ever leaving the friendly confines of home.

The potential pitfall is that, as Vanguard research has suggested, the performance of a company’s shares tends to be highly correlated to its domestic market, regardless of where that company conducts most of its business.

Americans aren’t alone in being portfolio homebodies. Vanguard has found that in a range of developed countries—Australia, Canada, Japan, and the United Kingdom, as well as the United States—investors held a greater percentage of domestic stocks than would be indicated if they had taken their cues from a globally diversified, market-weighted benchmark. (You can see this tendency in the chart later in this letter.)

2


 

Why home bias exists

Vanguard’s Investment Strategy Group identified a range of reasons why investors might not embrace global diversification, including concerns about currency risk and an expectation that their home country will deliver outsized returns.

One factor we identified—preference for the familiar—seems particularly relevant. With so much global uncertainty about geopolitics, monetary policy, and the economic outlook, it’s understandable why investors may not want to stray too far from home.

But in their aversion to the unknown, investors can end up increasing, rather than lessening, their risks. That’s because they’re sacrificing broad global diversification—one of the best ways I know of to help control risk.

In many cases, individual country markets are much less diversified than the global market in total. Global investing, then, can be an answer for investors who want to reduce concentration risk. That can include overconcentration in a particular country, region, or industry.

And the good news is that global investing is easier than ever, thanks to the wide availability of low-cost, internationally diversified stock and bond funds. It’s possible, in a sense, to own the whole world with just a couple of funds.

Market Barometer      
      Total Returns
    Periods Ended April 30, 2017
  Six One Five Years
  Months Year (Annualized)
Stocks      
Russell 1000 Index (Large-caps) 13.46% 18.03% 13.63%
Russell 2000 Index (Small-caps) 18.37 25.63 12.95
Russell 3000 Index (Broad U.S. market) 13.83 18.58 13.57
FTSE All-World ex US Index (International) 10.55 12.98 5.60
 
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index      
(Broad taxable market) -0.67% 0.83% 2.27%
Bloomberg Barclays Municipal Bond Index      
(Broad tax-exempt market) -0.34 0.14 3.16
Citigroup Three-Month U.S. Treasury Bill Index 0.23 0.37 0.11
 
CPI      
Consumer Price Index 1.16% 2.20% 1.22%

 

3


 

Expanding our opportunities

A key to overcoming home bias is reframing the way we look at investing outside our home countries. Take, for example, automakers or pharmaceutical companies. There are well-regarded firms in both industries located throughout the world. Over the next five years, nobody can know for sure whether a Japanese or U.S. or European company will produce a popular new sedan that outsells the competition or come up with new treatments to combat illness. So why not own them all? And that includes their bonds along with their stocks.

Full global diversification also allows you to capitalize on opportunities in both developed and emerging economies. Betting on which individual country—let alone company—will be the next market darling can be a fool’s errand.

A better choice can be to harness the potential of all markets. In my personal investment account, I have an emerging markets position that complements my developed-market holdings. Not only can global diversification help control risk, but it can also expand our set of opportunities among stocks and bonds.

Home bias shows investors across the world are fixated on the familiar

Investors often own a greater share of their home country’s stocks than would be indicated by the allocations of a globally diversified, market-capitalization-weighted index fund.


Global index weight
Investor holdings in domestic equities

Notes: Data as of December 31, 2014 (the latest available from the International Monetary Fund, or IMF), in U.S. dollars. Domestic investment is calculated by subtracting total foreign investment (as reported by the IMF) in a given country from its market capitalization in the MSCI All Country World Index. Given that the IMF data are voluntary, there may be some discrepancies between the market values in the survey and the MSCI ACWI.

Sources: Vanguard, based on data from the IMF’s Coordinated Portfolio Investment Survey (2014), Bloomberg, Thomson Reuters Datastream, and FactSet.

4


 

Ultimately, I believe we have the best chance for investment success by giving ourselves more opportunities, not fewer. Own the whole haystack and you never have to worry about finding the needle.

Thank you for entrusting your assets to Vanguard.


F. William McNabb III

Chairman and Chief Executive Officer

May 12, 2017

5


 

Advisors’ Report

For the six months ended April 30, 2017, Vanguard Emerging Markets Select Stock Fund returned 10.35%. Your fund is managed by four independent advisors, a strategy that enhances the fund’s diversification by providing exposure to distinct yet complementary investment approaches. It’s not uncommon for different advisors to have different views about individual securities or the broader investment environment.

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

These comments were prepared on May 16, 2017.

Vanguard Emerging Markets Select Stock Fund Investment Advisors

Fund Assets Managed  
Investment Advisor % $ Million Investment Strategy
Wellington Management 24 112 Allocates the assets in its portion of the fund to a team
Company LLP     of global analysts who seek to add value through
      in-depth fundamental research and understanding of
      their industries. By covering the same companies over
      a period of many years, these investment professionals
      gain comprehensive insight to guide decisions for their
      subportfolios.
M&G Investment Management 24 111 Seeks to identify companies that can handle capital
Limited     with discipline, generate returns above the cost of
      capital, and stay focused on creating value. M&G
      attempts to take advantage of pricing deviations
      created by short-term investors.
Oaktree Capital Management, L.P. 24 110 Seeks securities that have been undervalued by
      investors. Oaktree’s investment process is driven by
      bottom-up research, which includes extensive travel to
      meet company management and maintaining in-house
      models focused on deriving reliable cash-flow
      projections.
Pzena Investment Management, 24 110 Uses a deep-value approach that focuses on the most
LLC     undervalued companies based on price-to-normalized
      earnings. The firm believes that this value philosophy
      works well globally and is especially effective in
      emerging markets because of generally wider valuation
      spreads.
Cash Investments 4 24 These short-term reserves are invested by Vanguard in
      equity index products to simulate investment in stocks.
      Each advisor may also maintain a modest cash
      position.

 

6


 

Wellington Management Company LLP

Portfolio Managers:

Cheryl M. Duckworth, CFA,

Senior Managing Director and

Associate Director,

Global Industry Research

Mark Mandel, CFA,

Senior Managing Director and Director,

Global Industry Research

Our portion of the fund focuses on bottom-up stock selection as the primary driver of performance.

Emerging-market equities rose in U.S. dollar terms as measured by the FTSE Emerging Index during the six-month period. Materials, information technology, and financials led, while health care and consumer staples were the weakest sectors.

Positive stock selection within the information technology, consumer staples, and health care sectors drove relative performance. GlobalWafers, a Taiwanese semiconductor and wafer developer, and YPF, an Argentinian oil and gas exploration and production company, were our top relative contributors during the period. GlobalWafers’ stock price rose on expectations that silicon wafer price hikes would continue. In addition, there is optimism about potential synergies from the recent acquisition of SunEdison Semiconductor, as GlobalWafers has made several value-accretive acquisitions in recent years.

YPF has done well over the period as it maintains low debt levels, faces declining development costs, and benefits from the improving macro outlook in Argentina. The Argentinian government has also issued a de facto regulation placing a floor in the low $50s on the price of oil sold. We believe this could give the stock downside protection while retaining upside potential.

Weak security selection within consumer discretionary, energy, and real estate detracted from performance.

Cement producer Cemex Philippines and Russian oil company Lukoil were among our portfolio’s top detractors during the period. Shares of Cemex fell as cement prices were depressed by increased competition and poor weather conditions, which led to weaker demand. Although the company issued a weak outlook for the first half of 2017, we believe that the company’s underlying value, coupled with President Duterte’s infrastructure project initiatives, will see the stock appreciate in the long term.

Lukoil fell during the period because of increased sanctions on Russia, which exacerbated negative market sentiment toward the company. Despite the recent underperformance, the team believes that Lukoil remains an attractive stock. We continue to favor its compelling valuation, accelerating growth, stable balance sheet, and significant greenfield potential.

7


 

M&G Investment Management Limited

Portfolio Manager:

Matthew Vaight, UKSIP

Emerging-market shares rose over the past six months despite experiencing a sell-off in November, shortly after the election of Donald Trump as president of the United States.

Information technology stocks rallied during the period on rising component prices and optimism about new-product launches. Two of the fund’s South Korean holdings, SK Hynix, a memory chip maker, and Samsung Electronics, a consumer electronics firm, made significant share price gains. Catcher Technology, a Taiwanese manufacturer of casings for smartphones, recovered from a period of weakness amid anticipation that its products might be used in Apple’s new iPhone.

CESC, an Indian utility firm, was one of the fund’s best-performing holdings as investors were enthusiastic about the potential restructuring of the business. Barloworld, a South African supplier of industrial equipment, advanced as the recovery of the mining sector contributed to an increase in orders.

In contrast, the holding in HollySys Automation Technologies, a Chinese provider of control devices, dragged on performance. Investors have been concerned about slowing demand for industrial automation and delays in new orders for railway-signaling equipment.

Not holding shares in Tencent, a Chinese internet company, also hurt relative performance, as the stock outperformed.

The share price of Egypt’s Commercial International Bank fell after policymakers ended the country’s currency peg to the U.S. dollar.

We remain positive about the outlook for emerging-market companies. Operational performance is improving, firms are better run, and profitability is rising. We believe this improvement is not currently reflected in valuations.

During the period, we continued to invest in more economically sensitive areas of the market such as financials and information technology, where we see the most attractively valued opportunities.

Oaktree Capital Management, L.P.

Portfolio Managers:

Frank J. Carroll III,

Managing Director and Co-Head of Emerging Markets Equities Timothy D. Jensen, Managing Director and Co-Head of Emerging Markets Equities

Emerging markets’ strong returns during the six months under review reflect a recovery from the sell-off that followed Donald Trump’s presidential victory.

Stronger-than-expected economic growth, rising earnings expectations, strengthening currencies, and several country-specific factors contributed to the strength of the

8


 

FTSE Emerging Index. Consensus 2017 earnings estimates for the emerging markets index were raised during this period, largely because of upward revisions relating to information technology, materials, and energy stocks. Nearly all markets were positive during the period.

China’s markets performed well thanks to strong economic and company data, slowing capital outflows, and a stable currency. Markets in India fell sharply in November after the government withdrew the legal status of large currency notes in an effort to tax its informal economy, but recovered nicely as the impact on growth of the demonetization was less than feared and after the ruling BJP party’s victories in state elections. Russia rallied sharply early in the period on oil-price strength and potentially better relations with the United States under a Trump administration. However, this performance trailed off after oil prices faded and a stronger ruble crimped exporters’ profit margins.

Relative performance was primarily helped by strong stock selection in Brazil, which more often than not offset negative stock selection in India and Taiwan. Our allocation to South Korea helped relative performance. Positive stock selection in consumer discretionary, information technology, and energy contributed to performance while selection in real estate, industrials, and health care detracted.

We remain optimistic about the long-term prospects for emerging markets equities. Most of the companies we are invested in

have very strong balance sheets, and we expect them to further strengthen their financial condition this year given disciplined capital investment plans and earnings growth.

Pzena Investment Management, LLC

Portfolio Managers:

Caroline Cai, CFA, Principal

Allison Fisch, Principal

John P. Goetz, Managing Principal and

Co-Chief Investment Officer

Emerging markets stocks generally performed well over the six-month period. The sectors that contributed most to our absolute performance were materials, financials, and information technology, while telecommunication services was the single detractor. South Korean, Indian, and U.K.-based holdings were large contributors, while Brazilian stocks detracted from results.

The largest individual company contributor to performance was Antofagasta, a U.K.-based Chilean copper mining firm. It continued to rally as future production growth became clearer and optimism about copper prices increased. South Korea’s Samsung Electronics has also performed well since the beginning of 2016. The company announced strong results based on strength in semiconductors and a mobile business that fared better than expected despite earlier recall issues. Reliance Industries, an Indian integrated energy company, also helped returns because of favorable pricing news.

9


 

The largest individual detractor was China Mobile, the leading telecommunication services provider in China; the telecom sector in general suffered but China Mobile faced additional problems because of a change in its billing plans. Companhia de Saneamento Basico do Estado de Sao Paulo, the Brazilian water utility, also detracted from performance after it issued a disappointing earnings report.

Over the last six months, we increased our information technology sector exposure by adding to Lenovo Group and establishing a new position in Baidu. In consumer discretionary, we trimmed

Genting Malaysia (gaming) and decreased the portfolio’s telecommunication services exposure by reducing our holdings in Magyar Telekom.

Opportunities in emerging markets continue to be highly idiosyncratic and based on company specifics. The portfolio’s largest exposures are to the financial, information technology, materials, and energy sectors, and its smallest weights are to real estate and health care. On a regional basis, we are most exposed to North Asia, but currently the most compelling valuations are in emerging European stocks.

10


 

Emerging Markets Select Stock Fund

Fund Profile      
As of April 30, 2017      
 
Portfolio Characteristics    
      MSCI
      AC
    FTSE World
    Emerging Index
  Fund Index ex USA
Number of Stocks 290 985 1,852
Median Market Cap $17.3B $17.7B $32.7B
Price/Earnings Ratio 16.5x 14.9x 20.0x
Price/Book Ratio 1.4x 1.6x 1.7x
Return on Equity 12.3% 15.6% 13.6%
Earnings Growth      
Rate 3.7% 9.6% 6.3%
Dividend Yield 2.4% 2.7% 2.9%
Turnover Rate      
(Annualized) 44%
Ticker Symbol VMMSX
Expense Ratio1 0.90%
Short-Term Reserves 1.6%

 

Sector Diversification (% of equity exposure)

      MSCI
      AC
    FTSE World
    Emerging Index
  Fund Index ex USA
Consumer Discretionary 7.2% 8.8% 11.4%
Consumer Staples 4.7 7.2 9.9
Energy 10.0 9.5 6.6
Financials 27.1 27.9 23.3
Health Care 1.1 2.6 8.1
Industrials 4.7 6.5 12.0
Information Technology  22.8 15.8 10.1
Materials 10.7 8.4 7.9
Real Estate 1.6 3.4 3.2
Telecommunication      
Services 5.3 6.4 4.4
Utilities 4.8 3.5 3.1

 

Volatility Measures    
    MSCI AC
  FTSE World
  Emerging Index
  Index ex USA
R-Squared 0.96 0.78
Beta 1.01 1.19

 

These measures show the degree and timing of the fund’s fluctuations compared with the indexes over 36 months.

Ten Largest Holdings (% of total net assets)

Taiwan Semiconductor    
Manufacturing Co. Ltd. Semiconductors 4.6%
Tencent Holdings Ltd. Internet Software &  
  Services 2.5
LUKOIL PJSC Integrated Oil & Gas 2.0
Sberbank of Russia    
PJSC Diversified Banks 1.6
Reliance Industries Ltd. Oil & Gas Refining &  
  Marketing 1.4
Baidu Inc. Internet Software &  
  Services 1.3
Samsung Electronics Co. Technology  
Ltd. Hardware, Storage &  
  Peripherals 1.3
Ambev SA Brewers 1.3
Itau Unibanco Holding    
SA Diversified Banks 1.2
China Construction Bank    
Corp. Diversified Banks 1.2
Top Ten   18.4%

 

The holdings listed exclude any temporary cash investments and equity index products.

Allocation by Region (% of equity exposure)


1 The expense ratio shown is from the prospectus dated February 23, 2017, and represents estimated costs for the current fiscal year. For the six months ended April 30, 2017, the annualized expense ratio was 0.92%.

11


 

Emerging Markets Select Stock Fund

Market Diversification (% of equity exposure)

      MSCI AC
    FTSE World
    Emerging Index
  Fund Index ex USA
Europe      
United Kingdom 3.3% 0.0% 12.4%
Other 0.7 0.4 31.6
Subtotal 4.0% 0.4% 44.0%
Pacific      
South Korea 7.4% 0.0% 3.5%
Hong Kong 2.8 0.0 2.6
Singapore 1.0 0.0 0.9
Other 0.1 0.0 21.4
Subtotal 11.3% 0.0% 28.4%
Emerging Markets      
China 23.7% 25.3% 4.7%
Taiwan 11.5 14.7 2.9
India 9.8 12.6 2.1
Brazil 9.7 9.2 1.7
Russia 6.6 4.7 0.8
South Africa 4.6 8.9 1.6
Indonesia 3.2 2.8 0.6
Mexico 2.4 4.5 0.8
Turkey 1.8 1.4 0.3
Thailand 1.5 3.6 0.5
Other 5.6 11.9 1.9
Subtotal 80.4% 99.6% 17.9%
North America      
United States 4.0% 0.0% 0.4%
Other 0.3 0.0 6.6
Subtotal 4.3% 0.0% 7.0%
Middle East 0.0% 0.0% 0.2%
Other 0.0% 0.0% 2.5%

 

12


 

Emerging Markets Select Stock Fund

Performance Summary

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

Fiscal-Year Total Returns (%): June 27, 2011, Through April 30, 2017


Note: For 2017, performance data reflect the six months ended April 30, 2017.

Average Annual Total Returns: Periods Ended March 31, 2017

This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.

Securities and Exchange Commission rules require that we provide this information.

  Inception One Five Since
  Date Year Years Inception
Emerging Markets Select Stock Fund 6/27/2011 22.91% 2.00% 0.93%

 

See Financial Highlights for dividend and capital gains information.

13


 

Emerging Markets Select Stock Fund

Financial Statements (unaudited)

Statement of Net Assets
As of April 30, 2017

The fund reports a complete list of its holdings in regulatory filings 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 sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks (93.6%)1    
Argentina (0.4%)    
  YPF SA ADR 79,256 2,047
 
Brazil (9.1%)    
  Ambev SA 788,089 4,534
  Itau Unibanco Holding SA    
  ADR 328,722 4,043
  Telefonica Brasil SA ADR 230,539 3,410
  Vale SA Class B ADR (ADR    
  Preference Shares) 305,483 2,508
  Banco Bradesco SA    
  Preference Shares 235,645 2,480
  MRV Engenharia e    
  Participacoes SA 392,496 1,971
  TOTVS SA 210,466 1,843
  Itau Unibanco Holding    
  SA Preference Shares 140,948 1,743
* Petroleo Brasileiro SA    
  Preference Shares 380,400 1,674
  EDP - Energias do Brasil    
  SA 351,051 1,484
  Telefonica Brasil SA    
  Preference Shares 99,000 1,475
  CVC Brasil Operadora e    
  Agencia de Viagens SA 144,301 1,408
  Ambev SA ADR 239,177 1,371
  Natura Cosmeticos SA 136,145 1,298
* Cia de Saneamento    
  Basico do Estado de    
  Sao Paulo 134,000 1,236
* Randon Participacoes    
  SA Preference Shares 784,518 1,162
* Cyrela Brazil Realty SA    
  Empreendimentos e    
  Participacoes 275,429 1,145
  BRF SA ADR 82,900 1,031

 

  Cia de Saneamento do    
  Parana Preference Shares 287,900 933
  Gerdau SA ADR 278,376 849
* Azul SA ADR 36,581 831
  Vale SA Class B ADR    
  (ADR Common Shares) 89,582 769
  Lojas Renner SA 77,950 727
  Braskem SA Preference    
  Shares 59,900 644
* Usinas Siderurgicas de    
  Minas Gerais SA    
  Preference Shares 453,900 609
  Gerdau SA Preference    
  Shares 172,300 532
  CCR SA 82,300 459
  Multiplan Empreendimentos  
  Imobiliarios SA 13,800 294
  Cia Energetica de Sao    
  Paulo Preference Shares 43,550 248
      42,711
Canada (0.2%)    
^ First Quantum Minerals    
  Ltd. 117,352 1,118
 
China (22.4%)    
  Tencent Holdings Ltd. 379,135 11,880
* Baidu Inc. ADR 34,339 6,189
  China Construction Bank    
  Corp. 6,952,450 5,643
  Lenovo Group Ltd. 7,436,000 4,754
* Alibaba Group Holding    
  Ltd. ADR 40,627 4,692
  Industrial & Commercial    
  Bank of China Ltd. 6,103,780 3,979
  China Mobile Ltd. 354,000 3,769
  China Resources Power    
  Holdings Co. Ltd. 2,037,683 3,669
  PICC Property &    
  Casualty Co. Ltd. 1,955,915 3,144

 

14


 

Emerging Markets Select Stock Fund  
 
 
 
      Market
      Value
    Shares ($000)
  Greatview Aseptic    
  Packaging Co. Ltd. 5,939,199 3,075
  China Pacific Insurance    
  Group Co. Ltd. 829,412 3,060
  CNOOC Ltd. 2,492,567 2,908
  Dongfeng Motor Group    
  Co. Ltd. 2,760,000 2,899
  China Shenhua Energy    
  Co. Ltd. 1,241,000 2,889
  China Overseas Land &    
  Investment Ltd. 918,000 2,663
  China Unicom Hong Kong    
  Ltd. 1,721,973 2,228
  China Telecom Corp. Ltd. 4,426,000 2,159
* China Agri-Industries    
  Holdings Ltd. 4,300,000 2,127
  Hollysys Automation    
  Technologies Ltd. 131,189 2,104
  China Lesso Group    
  Holdings Ltd. 2,636,000 2,099
  China Merchants Bank    
  Co. Ltd. 747,500 1,937
  China Longyuan Power    
  Group Corp. Ltd. 2,510,580 1,930
  Far East Horizon Ltd. 2,044,000 1,880
  China Life Insurance Co.    
  Ltd. 580,000 1,764
  Anhui Conch Cement Co.    
  Ltd. 467,000 1,633
  PetroChina Co. Ltd. 2,202,000 1,547
  Brilliance China    
  Automotive Holdings Ltd. 770,000 1,290
  China Everbright    
  International Ltd. 914,500 1,235
  ENN Energy Holdings Ltd. 222,212 1,205
  China Shineway    
  Pharmaceutical    
  Group Ltd. 918,000 1,110
  China Dongxiang Group    
  Co. Ltd. 5,633,000 1,071
  CNOOC Ltd. ADR 9,097 1,057
2 China Galaxy Securities    
  Co. Ltd. 1,132,000 1,032
  China Railway Group Ltd. 1,180,000 998
  China ZhengTong Auto    
  Services Holdings Ltd. 1,686,500 926
  Haier Electronics Group    
  Co. Ltd. 363,241 842
  Dah Chong Hong    
  Holdings Ltd. 1,920,000 829
  Weichai Power Co. Ltd. 440,000 713
  Guangdong Investment    
  Ltd. 421,548 652
*,2 Tianhe Chemicals Group    
  Ltd. 4,142,000 623

 

  Sunny Optical Technology    
  Group Co. Ltd. 72,800 598
* China Overseas Grand    
  Oceans Group Ltd. 1,137,174 582
  NetEase Inc. ADR 1,804 479
  Longfor Properties Co.    
  Ltd. 262,259 454
* West China Cement Ltd. 2,818,000 424
  Shanghai Fosun    
  Pharmaceutical Group    
  Co. Ltd. 92,672 349
*,^ Hutchison China MediTech    
  Ltd. ADR 17,394 339
  ANTA Sports Products Ltd. 115,780 325
  Sino Biopharmaceutical Ltd. 338,274  278
  CSPC Pharmaceutical    
  Group Ltd. 166,000 230
* China Resources Phoenix    
  Healthcare Holdings Co.    
  Ltd. 149,000 191
  China Traditional Chinese    
  Medicine Holdings Co.    
  Ltd. 317,000 186
* Baoxin Auto Group Ltd. 208,000 96
      104,735
Colombia (0.1%)    
* Cemex Latam Holdings SA 177,733 649
 
Czech Republic (0.2%)    
* Komercni banka as 28,194 1,093
 
Egypt (0.3%)    
* Commercial International    
  Bank Egypt SAE 277,364 1,135
  Commercial International    
  Bank Egypt SAE GDR 52,890 226
      1,361
Greece (0.6%)    
* Alpha Bank AE 638,074 1,359
  Hellenic    
  Telecommunications    
  Organization SA 71,008 690
* Bank of Cyprus    
  Holdings plc 175,359 561
      2,610
Hong Kong (2.7%)    
  AIA Group Ltd. 808,459 5,596
  Stella International    
  Holdings Ltd. 689,500 1,198
* Pacific Basin Shipping    
  Ltd. 6,020,975 1,196
  Sands China Ltd. 244,050 1,105
  AMVIG Holdings Ltd. 3,109,200 1,038

 

15


 

Emerging Markets Select Stock Fund  
 
 
 
      Market
      Value
    Shares ($000)
  Texwinca Holdings Ltd. 1,223,000 820
  First Pacific Co. Ltd. 778,000 599
  Tongda Group Holdings    
  Ltd. 1,434,684 564
  Samsonite International    
  SA 71,400 276
  AAC Technologies    
  Holdings Inc. 17,279 253
* Semiconductor    
  Manufacturing    
  International Corp. 106,900 135
      12,780
Hungary (0.6%)    
  OTP Bank plc 78,991 2,221
  Magyar Telekom    
  Telecommunications plc 349,700 585
      2,806
India (9.1%)    
* Reliance Industries Ltd. 298,405 6,467
  Axis Bank Ltd. 485,949 3,848
  State Bank of India 735,279 3,308
  ICICI Bank Ltd. ADR 304,184 2,607
  NTPC Ltd. 987,020 2,523
  CESC Ltd. 168,382 2,474
  ICICI Bank Ltd. 476,762 2,056
  Bharti Infratel Ltd. 353,525 1,951
* Bank of Baroda 562,069 1,638
  Tata Consultancy Services    
  Ltd. 39,656 1,400
  Hindalco Industries Ltd. 432,218 1,337
  Godrej Consumer    
  Products Ltd. 41,926 1,135
  NHPC Ltd. 2,157,750 1,064
2 L&T Technology    
  Services Ltd. 87,438 1,044
  Aurobindo Pharma Ltd. 109,095 1,028
2 ICICI Prudential Life    
  Insurance Co. Ltd. 149,763 945
  ACC Ltd. 33,122 837
  Ambuja Cements Ltd. 211,700 809
  UltraTech Cement Ltd. 11,748 776
  HDFC Bank Ltd. ADR 9,025 719
  Marico Ltd. 141,100 691
* Punjab National Bank 215,300 565
  Power Grid Corp. of India    
  Ltd. 167,679 542
  Jammu & Kashmir Bank    
  Ltd. 388,537 490
  ITC Ltd. 79,324 343
  Tata Motors Ltd. Class A 68,388 297
  TAKE Solutions Ltd. 135,398 279

 

  Bharat Electronics Ltd. 95,992 273
  Phoenix Mills Ltd. 40,913 264
* Godrej Properties Ltd. 35,254 255
  LIC Housing Finance Ltd. 22,296 232
  Union Bank of India 57,386 153
* Varun Beverages Ltd. 8,359 61
      42,411
Indonesia (3.0%)    
  Bank Mandiri Persero    
  Tbk PT 3,493,800 3,057
  Bank Central Asia Tbk PT 1,356,500 1,804
  Telekomunikasi Indonesia    
  Persero Tbk PT 5,276,310 1,741
  Bank Rakyat Indonesia    
  Persero Tbk PT 1,689,900 1,632
* Bank Tabungan Pensiunan    
  Nasional Tbk PT 6,290,300 1,232
  Hanjaya Mandala    
  Sampoerna Tbk PT 3,625,600 1,037
  Semen Indonesia    
  Persero Tbk PT 1,172,800 775
  Ramayana Lestari    
  Sentosa Tbk PT 6,265,100 599
* Mitra Adiperkasa Tbk PT 1,134,600 538
  Bumi Serpong Damai    
  Tbk PT 3,738,600 501
* Sarana Menara    
  Nusantara Tbk PT 1,461,600 425
  Ace Hardware Indonesia    
  Tbk PT 3,798,400 267
  Pakuwon Jati Tbk PT 4,564,195 213
      13,821
Japan (0.1%)    
  Nexon Co. Ltd. 29,580 503
 
Kenya (0.2%)    
  Safaricom Ltd. 4,474,465 835
* Equity Group    
  Holdings Ltd. 713,500 228
      1,063
Malaysia (0.4%)    
  Genting Malaysia Bhd. 1,255,800 1,697
  Inari Amertron Bhd. 426,766 206
      1,903
Mexico (2.2%)    
* Cemex SAB de CV ADR 285,186 2,629
  Grupo Financiero Banorte    
  SAB de CV 391,706 2,267
  America Movil SAB de    
  CV ADR 110,430 1,700

 

16


 

Emerging Markets Select Stock Fund  
 
 
 
      Market
      Value
    Shares ($000)
  Grupo Financiero    
  Santander Mexico    
  SAB de CV ADR 122,903 1,120
  Alpek SAB de CV 721,400 865
  Mexichem SAB de CV 238,935 654
  Wal-Mart de Mexico SAB    
  de CV 242,100 547
  Infraestructura Energetica    
  Nova SAB de CV 93,600 437
* Grupo Cementos de    
  Chihuahua SAB de CV 9,100 43
* Grupo Comercial Chedraui  
  SA de CV 11,633 24
      10,286
Pakistan (0.4%)    
  United Bank Ltd. 831,005 1,969
 
Peru (0.4%)    
* Credicorp Ltd. 11,728 1,802
 
Philippines (0.6%)    
  Energy Development    
  Corp. 17,910,393 2,162
* Pilipinas Shell Petroleum    
  Corp. 213,490 314
  Jollibee Foods Corp. 48,790 205
  Petron Corp. 996,992 182
      2,863
Poland (0.4%)    
* Cyfrowy Polsat SA 216,084 1,352
  KGHM Polska Miedz SA 19,967 633
      1,985
Qatar (0.1%)    
  Industries Qatar QSC 11,330 324
 
Romania (0.1%)    
2 Societatea Energetica    
  Electrica SA GDR 27,081 370
 
Russia (6.2%)    
  Lukoil PJSC ADR (London    
  Shares) 180,358 8,952
  Rosneft Oil Co. PJSC    
  GDR 1,010,964 5,593
  Sberbank of Russia PJSC    
  ADR (London Shares) 273,779 3,264
  Sberbank of Russia PJSC 1,076,070 3,125
  MMC Norilsk Nickel PJSC    
  ADR 160,302 2,463
  PhosAgro PJSC GDR 96,999 1,431

 

  Sberbank of Russia PJSC    
  ADR (OTC Shares) 105,683 1,257
  Gazprom PJSC ADR 231,938 1,101
  Etalon Group Ltd. GDR 205,215 790
  O’Key Group SA GDR 238,685 501
  LUKOIL PJSC ADR    
  (OTC Shares) 4,971 246
      28,723
Singapore (0.9%)    
  Wilmar International Ltd. 883,200 2,243
  Sembcorp Industries Ltd. 555,900 1,204
* Ezion Holdings Ltd. 3,481,660 746
* Ezion Holdings Ltd    
  Warrants Exp.    
  04/15/2020 372,164 17
      4,210
South Africa (4.2%)    
  Sasol Ltd. 177,557 5,441
  Barloworld Ltd. 254,798 2,295
* Sanlam Ltd. 379,974 2,018
  Imperial Holdings Ltd. 155,500 1,967
  Reunert Ltd. 364,938 1,933
  Naspers Ltd. 9,684 1,841
  AngloGold Ashanti Ltd.    
  ADR 130,129 1,487
  FirstRand Ltd. 315,097 1,176
  Barclays Africa Group Ltd. 43,195 474
  Steinhoff International    
  Holdings NV 65,954 336
  Hyprop Investments Ltd. 32,115 297
  Gold Fields Ltd. 84,177 276
  Aspen Pharmacare    
  Holdings Ltd. 12,120 251
      19,792
South Korea (7.0%)    
  Samsung Electronics Co. Ltd. 3,138 6,152
  POSCO 16,769 3,959
  SK Hynix Inc. 76,107 3,605
  Hana Financial Group Inc. 98,889 3,396
* Hyundai Heavy Industries    
  Co. Ltd. 18,880 2,738
  Dongbu Insurance Co. Ltd. 37,420 2,235
  KB Financial Group Inc. 35,420 1,557
  Koh Young Technology Inc. 27,066 1,277
  Amorepacific Corp. 4,461 1,144
  LG Electronics Inc. 18,175 1,103
  Hyundai Motor Co. 8,623 1,091
  Shinhan Financial Group    
  Co. Ltd. 24,070 1,005

 

17


 

Emerging Markets Select Stock Fund  
 
 
 
      Market
      Value
    Shares ($000)
  Samsung Life Insurance    
  Co. Ltd. 9,886 950
*,2 CEMEX Holdings    
  Philippines Inc. 5,507,500 809
  Kia Motors Corp. 24,540 751
  LG Chem Ltd. 1,799 433
* Hugel Inc. 439 180
  LG Chem Ltd.    
  Preference Shares 1,111 177
      32,562
Sweden (0.1%)    
* Vostok Emerging    
  Finance Ltd. 2,244,920 415
 
Taiwan (10.6%)    
  Taiwan Semiconductor    
  Manufacturing Co.    
  Ltd. ADR 377,680 12,490
  Taiwan Semiconductor    
  Manufacturing Co. Ltd. 1,366,266 8,801
  Delta Electronics Inc. 786,245 4,425
  Compal Electronics Inc. 6,359,000 4,257
  Hon Hai Precision    
  Industry Co. Ltd. 839,607 2,748
  Catcher Technology Co.    
  Ltd. 262,833 2,699
  Chicony Electronics Co.    
  Ltd. 937,094 2,473
  eMemory Technology Inc. 116,000 1,597
  Teco Electric and    
  Machinery Co. Ltd. 1,582,000 1,567
  Cathay Financial Holding    
  Co. Ltd. 781,000 1,252
  Casetek Holdings Ltd. 338,000 1,002
  Globalwafers Co. Ltd. 133,759 955
  Sino-American Silicon    
  Products Inc. 628,300 911
  Largan Precision Co. Ltd. 4,901 814
  Advantech Co. Ltd. 68,986 558
  E.Sun Financial Holding Co.    
  Ltd. 843,358 510
  President Chain Store Corp. 43,056  375
  Realtek Semiconductor    
  Corp. 81,930 277
  Advanced Ceramic X Corp. 20,417 215
* Chunghwa Precision Test    
  Tech Co. Ltd. 4,547 177
  Silicon Motion Technology    
  Corp. ADR 3,394 165

 

  Land Mark Optoelectronics    
  Corp. 18,446 162
  Hota Industrial    
  Manufacturing Co. Ltd. 33,979 150
  Silergy Corp. 8,049 145
  Elite Material Co. Ltd. 36,000 143
  Airtac International Group 12,387 142
  Bizlink Holding Inc. 23,399 140
  Parade Technologies Ltd. 10,237 120
* ASPEED Technology Inc. 5,856 113
* Kingpak Technology Inc. 18,698 106
  Voltronic Power Technology  
  Corp. 6,430 92
      49,581
Thailand (1.4%)    
  Bangkok Bank PCL 519,800 2,694
  Kasikornbank PCL 253,900 1,357
* CP ALL PCL (Foreign) 282,400 498
  PTT Global Chemical PCL 230,025 498
  Bangkok Bank PCL (Foreign) 63,700 344
  Kasikornbank PCL (Foreign) 51,700 276
  LPN Development PCL 780,200 263
  Supalai PCL 366,900 261
  KCE Electronics PCL 47,700 147
      6,338
Turkey (1.7%)    
  Akbank TAS 1,157,418 3,098
* Haci Omer Sabanci    
  Holding AS (Bearer) 716,215 2,133
* Tupras Turkiye Petrol    
  Rafinerileri AS 58,472 1,473
* Turkiye Halk Bankasi AS 385,330 1,277
      7,981
United Arab Emirates (0.8%)    
  Union National Bank    
  PJSC 1,947,812 2,657
* Dubai Financial Market    
  PJSC 3,376,159 1,055
      3,712
United Kingdom (3.1%)    
* Standard Chartered plc    
  (London Shares) 371,983 3,476
  Antofagasta plc 316,307 3,432
* Standard Chartered plc    
  (Hong Kong Shares) 179,507 1,677
* Tullow Oil plc 533,480 1,447
  Petrofac Ltd. 123,541 1,302
  Coca-Cola HBC AG 42,991 1,193

 

18


 

Emerging Markets Select Stock Fund  
 
 
 
      Market
      Value
    Shares ($000)
* KAZ Minerals plc 148,549 969
* Ophir Energy plc 698,401 777
  Hikma Pharmaceuticals plc 7,073 178
      14,451
United States (4.0%)    
3 Vanguard FTSE Emerging    
  Markets ETF 92,737 3,741
  Genpact Ltd. 91,573 2,236
  Millicom International    
  Cellular SA 36,602 2,005
* Ctrip.com International    
  Ltd. ADR 34,138 1,724
* Cognizant Technology    
  Solutions Corp. Class A 26,803 1,614
  Cosan Ltd. 204,888 1,576
* Luxoft Holding Inc. Class A 22,608 1,394
  Southern Copper Corp. 32,152 1,137
* Flex Ltd. 68,106 1,053
* Kosmos Energy Ltd. 160,388 964
* Yandex NV Class A 16,824 459
* BeiGene Ltd. ADR 8,601 352
* JD.com Inc. ADR 5,128 180
      18,435
Total Common Stocks    
(Cost $391,488)   437,410
Temporary Cash Investments (6.2%)1  
Money Market Fund (5.9%)    
4,5 Vanguard Market    
  Liquidity Fund, 1.034% 274,394 27,445

 

    Face Market
    Amount Value
    ($000) ($000)
U.S. Government and Agency Obligations (0.3%)
6 United States Treasury Bill,    
  0.587%, 5/18/17 100 100
6 United States Treasury Bill,    
  0.597%, 5/25/17 500 500
6 United States Treasury Bill,    
  0.741%, 6/1/17 1,000 999
6 United States Treasury Bill,    
  0.761%, 6/22/17 100 100
      1,699
Total Temporary Cash Investments  
(Cost $29,139)   29,144
Total Investments (99.8%)    
(Cost $420,627)   466,554
 
      Amount
      ($000)
Other Assets and Liabilities (0.2%)  
Other Assets   3,586
Liabilities 5   (2,830)
      756
Net Assets (100%)    
Applicable to 23,514,729 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 467,310
Net Asset Value Per Share   $19.87

 

19


 

Emerging Markets Select Stock Fund  
 
 
 
 
  Amount
  ($000)
Statement of Assets and Liabilities  
Assets  
Investments in Securities, at Value  
Unaffiliated Issuers 435,368
Affiliated Vanguard Funds 31,186
Total Investments in Securities 466,554
Investment in Vanguard 30
Receivables for Investment Securities  
Sold 762
Receivables for Accrued Income 818
Receivables for Capital Shares Issued 1,011
Other Assets 965
Total Assets 470,140
Liabilities  
Payables for Investment Securities  
Purchased 1,214
Collateral for Securities on Loan 455
Payables to Investment Advisor 534
Payables for Capital Shares Redeemed 213
Payables to Vanguard 413
Other Liabilities 1
Total Liabilities 2,830
Net Assets 467,310

 

At April 30, 2017, net assets consisted of:  
  Amount
  ($000)
Paid-in Capital 453,391
Undistributed Net Investment Income 500
Accumulated Net Realized Losses (32,741)
Unrealized Appreciation (Depreciation)  
Investment Securities 45,927
Futures Contracts 231
Foreign Currencies 2
Net Assets 467,310

 

• See Note A in Notes to Financial Statements.
* Non-income-producing security.
^ Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $434,000.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures
investments, the fund’s effective common stock and temporary cash investment positions represent 98.2% and 1.6%, respectively, of
net assets.
2 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 April 30, 2017, the aggregate value of these securities was $4,823,000,
representing 1.0% of net assets.
3 Considered an affiliated company of the fund as the issuer is another member of The Vanguard Group.
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 Includes $455,000 of collateral received for securities on loan.
6 Securities with a value of $999,000 have been segregated as initial margin for open futures contracts.
ADR—American Depositary Receipt.
GDR—Global Depositary Receipt.
See accompanying Notes, which are an integral part of the Financial Statements.

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Emerging Markets Select Stock Fund  
 
 
Statement of Operations  
 
  Six Months Ended
  April 30, 2017
  ($000)
Investment Income  
Income  
Dividends1,2 3,000
Interest2 89
Securities Lending—Net 6
Total Income 3,095
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 1,000
Performance Adjustment (37)
The Vanguard Group—Note C  
Management and Administrative 515
Marketing and Distribution 37
Custodian Fees 213
Shareholders’ Reports 10
Total Expenses 1,738
Net Investment Income 1,357
Realized Net Gain (Loss)  
Investment Securities Sold2 (157)
Futures Contracts 717
Foreign Currencies (71)
Realized Net Gain (Loss) 489
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 35,912
Futures Contracts 424
Foreign Currencies
Change in Unrealized Appreciation (Depreciation) 36,336
Net Increase (Decrease) in Net Assets Resulting from Operations 38,182

 

1 Dividends are net of foreign withholding taxes of $366,000.

2 Dividend income, interest income, and realized net gain (loss) from affiliated companies of the fund were $24,000, $87,000, and $83,000, respectively.

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

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Emerging Markets Select Stock Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  April 30, October 31,
  2017 2016
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 1,357 4,208
Realized Net Gain (Loss) 489 (20,561)
Change in Unrealized Appreciation (Depreciation) 36,336 50,352
Net Increase (Decrease) in Net Assets Resulting from Operations 38,182 33,999
Distributions    
Net Investment Income (4,709) (4,421)
Realized Capital Gain
Total Distributions (4,709) (4,421)
Capital Share Transactions    
Issued 158,801 136,138
Issued in Lieu of Cash Distributions 4,315 4,158
Redeemed (68,457) (89,617)
Net Increase (Decrease) from Capital Share Transactions 94,659 50,679
Total Increase (Decrease) 128,132 80,257
Net Assets    
Beginning of Period 339,178 258,921
End of Period1 467,310 339,178

 

1 Net Assets—End of Period includes undistributed (overdistributed) net investment income of $500,000 and $3,964,000.

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

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Emerging Markets Select Stock Fund            
 
 
Financial Highlights            
 
 
Six Months          
  Ended          
For a Share Outstanding April 30,     Year Ended October 31,
Throughout Each Period 2017 2016 2015 2014 2013 2012
Net Asset Value, Beginning of Period $18.27 $16.48 $20.13 $20.37 $18.73 $17.69
Investment Operations            
Net Investment Income .065 .234 .290 .264 .3031 .3021
Net Realized and Unrealized Gain (Loss)            
on Investments 1.787 1.840 (3.685) (.242) 1.567 .764
Total from Investment Operations 1.852 2.074 (3.395) .022 1.870 1.066
Distributions            
Dividends from Net Investment Income (. 252) (. 284) (. 255) (. 262) (. 230) (. 026)
Distributions from Realized Capital Gains  —
Total Distributions (. 252) (. 284) (. 255) (. 262) (. 230) (. 026)
Net Asset Value, End of Period $19.87 $18.27 $16.48 $20.13 $20.37 $18.73
 
Total Return2 10.35% 12.95% -16.99% 0.15% 10.04% 6.04%
 
Ratios/Supplemental Data            
Net Assets, End of Period (Millions) $467 $339 $259 $311 $223 $110
Ratio of Total Expenses to            
Average Net Assets3 0.92% 0.90% 0.93% 0.96% 0.94% 0.92%
Ratio of Net Investment Income to            
Average Net Assets 0.69% 1.57% 1.59% 1.53% 1.55% 1.66%
Portfolio Turnover Rate 44% 46% 49% 54% 54% 93%

 

The expense ratio, net investment income ratio, and turnover rate for the current period have been annualized. 1 Calculated based on average shares outstanding.

2 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable transaction and account service fees.

3 Includes performance-based investment advisory fee increases (decreases) of (0.02%), (0.03%), 0.00%, 0.04%, 0.02%, and 0.01%.

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

23


 

Emerging Markets Select Stock Fund

Notes to Financial Statements

Vanguard Emerging Markets Select Stock Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund invests in securities of foreign issuers, which may subject it to investment risks not normally associated with investing in securities of U.S. corporations.

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

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

2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).

3. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract.

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Emerging Markets Select Stock Fund

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

During the six months ended April 30, 2017, the fund’s average investments in long and short futures contracts represented 5% and 0% of net assets, respectively, based on the average of aggregate settlement values at each quarter-end during the period.

4. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (October 31, 2013–2016), and for the period ended April 30, 2017, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

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

6. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Assets and Liabilities for the return of the collateral, during the period the securities are on loan. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.

7. Credit Facility: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $3.1 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. Borrowings may be utilized for temporary and emergency purposes, and are subject to the fund’s regulatory and contractual borrowing restrictions. The participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn amount of the facility; these fees are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under this facility bear interest at a rate based upon the higher of the one-month London Interbank Offered Rate, federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread.

The fund had no borrowings outstanding at April 30, 2017, or at any time during the period then ended.

25


 

Emerging Markets Select Stock Fund

8. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. 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.

B. The investment advisory firms Wellington Management Company llp, M&G Investment Management Limited, Oaktree Capital Management, L.P., and Pzena Investment Management, LLC, each provide investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fees of Wellington Management Company llp, M&G Investment Management Limited, Oaktree Capital Management, L.P., and Pzena Investment Management, LLC, are subject to quarterly adjustments based on performance relative to the MSCI Emerging Markets Index for the preceding three years.

Vanguard manages the cash reserves of the fund as described below.

For the six months ended April 30, 2017, the aggregate investment advisory fee represented an effective annual basic rate of 0.53% of the fund’s average net assets, before a decrease of $37,000 (0.02%) based on performance.

C. In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund corporate management, administrative, marketing, distribution, and cash management services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees. Vanguard does not require reimbursement in the current period for certain costs of operations (such as deferred compensation/benefits and risk/insurance costs); the fund’s liability for these costs of operations is included in Payables to Vanguard on the Statement of Assets and Liabilities.

Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At April 30, 2017, the fund had contributed to Vanguard capital in the amount of $30,000, representing 0.01% of the fund’s net assets and 0.01% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.

D. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1—Quoted prices in active markets for identical securities.

Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

26


 

Emerging Markets Select Stock Fund

The following table summarizes the market value of the fund’s investments as of April 30, 2017, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks—North and South America 75,043 2,005
Common Stocks—Other 33,831 323,170 3,361
Temporary Cash Investments 27,445 1,699
Futures Contracts—Assets1 69
Total 136,388 326,874 3,361
1 Represents variation margin on the last day of the reporting period.      

 

Securities in certain countries may transfer between Level 1 and Level 2 because of differences in stock market closure times that may result from transitions between standard and daylight saving time in those countries and the United States. Based on values on the date of transfer, securities valued at $21,725,000 based on Level 2 inputs were transferred from Level 1 during the fiscal period. Additionally, based on values on the date of transfer, securities valued at $27,376,000 based on Level 1 inputs were transferred from Level 2 during the fiscal period.

E. At April 30, 2017, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Appreciation
Futures Contracts Expiration Contracts Long (Short) (Depreciation)
MSCI Emerging Market Index June 2017 436 21,342 231

 

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

F. 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.

During the six months ended April 30, 2017, the fund realized net foreign currency losses of $71,000, which decreased distributable net income for tax purposes; accordingly, such losses have been reclassified from accumulated net realized losses to undistributed net investment income.

27


 

Emerging Markets Select Stock Fund

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at October 31, 2016, the fund had available capital losses totaling $32,164,000. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending October 31, 2017; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At April 30, 2017, the cost of investment securities for tax purposes was $420,700,000. Net unrealized appreciation of investment securities for tax purposes was $45,854,000, consisting of unrealized gains of $63,753,000 on securities that had risen in value since their purchase and $17,899,000 in unrealized losses on securities that had fallen in value since their purchase.

G. During the six months ended April 30, 2017, the fund purchased $161,258,000 of investment securities and sold $78,967,000 of investment securities, other than temporary cash investments.

H. Capital shares issued and redeemed were:    
  Six Months Ended Year Ended
  April 30, 2017 October 31, 2016
  Shares Shares
  (000) (000)
Issued 8,440 8,256
Issued in Lieu of Cash Distributions 250 276
Redeemed (3,743) (5,674)
Net Increase (Decrease) in Shares Outstanding 4,947 2,858

 

I. Management has determined that no material events or transactions occurred subsequent to April 30, 2017, that would require recognition or disclosure in these 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 accompanying table illustrates your fund’s costs in two ways:

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

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

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

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

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

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

29


 

Six Months Ended April 30, 2017      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Emerging Markets Select Stock Fund 10/31/2016 4/30/2017 Period
Based on Actual Fund Return $1,000.00 $1,103.45 $4.80
Based on Hypothetical 5% Yearly Return 1,000.00 1,020.23 4.61

 

The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratio for that period is 0.92%. 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 (181/365).

30


 

Trustees Approve Advisory Arrangements

The board of trustees of Vanguard Emerging Markets Select Stock Fund has renewed the fund’s investment advisory arrangements with M&G Investment Management Limited (M&G), Oaktree Capital Management, L.P. (Oaktree), Pzena Investment Management, LLC (Pzena), and Wellington Management Company LLP (Wellington Management). The board determined that renewing the fund’s advisory arrangements was in the best interests of the fund and its shareholders.

The board based its decision upon an evaluation of each advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisors and made monthly presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.

The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and that advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.

In addition, the board received monthly reports, which included a Market and Economic Report, a Fund Dashboard Monthly Summary, and a Fund Performance Report.

Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangements. Rather, it was the totality of the circumstances that drove the board’s decision.

Nature, extent, and quality of services

The board reviewed the quality of the fund’s investment management since its inception in 2011, and took into account the organizational depth and stability of each advisor. The board considered the following:

M&G. Founded in 1931, M&G is an investment management firm offering a broad range of investment products. M&G employs a long-term, bottom-up approach to portfolio management that seeks to identify companies that can handle capital with discipline, generate returns above the cost of capital, and stay focused on creating value. M&G’s long-term view attempts to take advantage of pricing deviations created by short-term investors. The advisor focuses on four areas in which investors tend to misprice returns: (1) external change, or companies benefiting from long-term structural trends; (2) internal change, or companies that are restructuring and improving capital allocation; (3) asset growth, or companies investing heavily in R&D to support innovation and sustainably high returns; and (4) quality, or companies that are well-managed and have high sustainable returns. M&G has advised a portion of the fund since the fund’s inception.

Oaktree. Founded in 1995, Oaktree is an investment advisory firm that focuses on certain specialized investment areas, including emerging markets. The portfolio managers each have over 20 years of investment experience and are supported by an analyst team focused only on emerging markets equity investing. The team’s fundamental research focuses on companies with strong cash flow generation and attractive returns on capital, seeking to purchase these companies at favorable valuations. The team emphasizes developing in-depth industry knowledge by traveling extensively to meet with company management. Oaktree has advised a portion of the fund since the fund’s inception.

31


 

Pzena. Founded in 1995, Pzena is an independent investment management firm that uses a classic value investment strategy in a range of domestic and international portfolios. The firm employs in-depth fundamental research to identify companies that are temporarily underperforming their long-term earnings power. Companies are purchased when Pzena judges that: (1) the company’s problems are temporary; (2) management has a viable strategy to generate earnings recovery; and (3) there is meaningful downside protection in case the earnings recovery does not materialize. Pzena has advised a portion of the fund since the fund’s inception.

Wellington Management. Founded in 1928, Wellington Management is among the nation’s oldest and most respected institutional investment managers. The portfolio managers allocate the assets in Wellington Management’s portion of the fund to a team of investment professionals who are primarily global industry analysts. The relative size of each analyst’s subportfolio is roughly proportional to the weight of the analyst’s coverage universe in the fund’s benchmark. This structure is designed to enable the analysts to add value through in-depth fundamental research and understanding of their respective industries. Wellington Management has advised a portion of the fund since the fund’s inception.

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

Investment performance

The board considered the performance of the fund and each advisor since the fund’s inception, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangements should continue. 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 well below the average expense ratio charged by funds in its peer group and that the fund’s advisory fee rate was 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 fund’s advisory fee rate.

The board did not consider the profitability of M&G, Oaktree, Pzena, or Wellington Management in determining whether to approve the advisory fees, because the firms are independent of Vanguard and the advisory fees are 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 advisory fee schedules for M&G, Oaktree, Pzena, and Wellington Management. The breakpoints reduce the effective rate of the fees as the fund’s assets managed by each advisor increase.

The board will consider whether to renew the advisory arrangements again after a one-year period.

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Glossary

Dividend Yield. Dividend income earned by stocks, expressed as a percentage of the aggregate market value (or of net asset value, for a fund). The yield is determined by dividing the amount of the annual dividends by the aggregate value (or net asset value) at the end of the period. For a fund, the dividend yield is based solely on stock holdings and does not include any income produced by other investments.

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

Equity Exposure. A measure that reflects a fund’s investments in stocks and stock futures. Any holdings in short-term reserves are excluded.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

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.

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.

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.

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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. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 197 Vanguard funds.

The following table provides 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. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

InterestedTrustee1

F. William McNabb III

Born 1957. Trustee Since July 2009. Chairman of the Board. Principal Occupation(s) During the Past Five Years and Other Experience: Chairman of the Board of The Vanguard Group, Inc., and of each of the investment companies served by The Vanguard Group, since January 2010; Director of The Vanguard Group since 2008; Chief Executive Officer and President of The Vanguard Group, and of each of the investment companies served by The Vanguard Group, since 2008; Director of Vanguard Marketing Corporation; Managing Director of The Vanguard Group (1995–2008).

IndependentTrustees

Emerson U. Fullwood

Born 1948. Trustee Since January 2008. Principal Occupation(s) During the Past Five Years and Other Experience: Executive Chief Staff and Marketing Officer for North America and Corporate Vice President (retired 2008) of Xerox Corporation (document management products and services); Executive in Residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology; Lead Director of SPX FLOW, Inc. (multi-industry manufacturing); Director of the United Way of Rochester, the University of Rochester Medical Center, Monroe Community College Foundation, North Carolina A&T University, and Roberts Wesleyan College.

Rajiv L. Gupta

Born 1945. Trustee Since December 2001.2 Principal Occupation(s) During the Past Five Years and Other Experience: Chairman and Chief Executive Officer (retired 2009) and President (2006–2008) of Rohm and Haas Co. (chemicals); Director of Arconic Inc. (diversified manufacturer), HP Inc. (printer and personal computer manufacturing), and Delphi Automotive plc (automotive components); Senior Advisor at New Mountain Capital.

Amy Gutmann

Born 1949. Trustee Since June 2006. Principal Occupation(s) During the Past Five Years and Other Experience: President of the University of Pennsylvania; Christopher H. Browne Distinguished Professor of Political Science, School of Arts and Sciences, and Professor of Communication, Annenberg School for Communication, with secondary faculty appointments in the Department of Philosophy, School of Arts and Sciences, and at the Graduate School of Education, University of Pennsylvania; Trustee of the National Constitution Center; Chair of the Presidential Commission for the Study of Bioethical Issues.

JoAnn Heffernan Heisen

Born 1950. Trustee Since July 1998. Principal Occupation(s) During the Past Five Years and Other Experience: Corporate Vice President and Member of the Executive Committee (1997–2008), Chief Global Diversity Officer (retired 2008), Vice President and Chief Information Officer (1997–2005), Controller (1995–1997), Treasurer (1991–1995), and Assistant Treasurer (1989–1991) of Johnson & Johnson (pharmaceuticals/medical devices/consumer products); Director of Skytop Lodge Corporation (hotels) and the Robert Wood Johnson Foundation; Member of the Advisory Board of the Institute for Women’s Leadership at Rutgers University.

F. Joseph Loughrey

Born 1949. Trustee Since October 2009. Principal Occupation(s) During the Past Five Years and Other Experience: President and Chief Operating Officer (retired 2009) of Cummins Inc. (industrial machinery); Chairman of the Board of Hillenbrand, Inc. (specialized consumer services), Oxfam America, and the Lumina Foundation for Education; Director of SKF AB (industrial machinery), Hyster-Yale Materials Handling, Inc. (forklift trucks), and the V Foundation for Cancer Research; Member of the Advisory Council for the College of Arts and Letters and Chair of the Advisory


 

Board to the Kellogg Institute for International Studies, both at the University of Notre Dame.

Mark Loughridge

Born 1953. Trustee Since March 2012. Principal Occupation(s) During the Past Five Years and Other Experience: Senior Vice President and Chief Financial Officer (retired 2013) at IBM (information technology services); Fiduciary Member of IBM’s Retirement Plan Committee (2004–2013); Director of the Dow Chemical Company; Member of the Council on Chicago Booth.

Scott C. Malpass

Born 1962. Trustee Since March 2012. Principal Occupation(s) During the Past Five Years and Other Experience: Chief Investment Officer and Vice President at the University of Notre Dame; Assistant Professor of Finance at the Mendoza College of Business at Notre Dame; Member of the Notre Dame 403(b) Investment Committee, the Board of Advisors for Spruceview Capital Partners, and the Investment Advisory Committee of Major League Baseball; Board Member of TIFF Advisory Services, Inc., and Catholic Investment Services, Inc. (investment advisors); Member of the Board of Superintendence of the Institute for the Works of Religion.

André F. Perold

Born 1952. Trustee Since December 2004. Principal Occupation(s) During the Past Five Years and Other Experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011); Chief Investment Officer and Co-Managing Partner of HighVista Strategies LLC (private investment firm); Overseer of the Museum of Fine Arts Boston.

Peter F. Volanakis

Born 1955. Trustee Since July 2009. Principal Occupation(s) During the Past Five Years and Other Experience: President and Chief Operating Officer (retired 2010) of Corning Incorporated (communications equipment); Chairman of the Board of Trustees of Colby-Sawyer College; Member of the Board of Hypertherm, Inc. (industrial cutting systems, software, and consumables).

Executive Officers

Glenn Booraem

Born 1967. Investment Stewardship Officer Since February 2017. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Treasurer (2015–2017), Controller (2010–2015), and Assistant Controller (2001–2010) of each of the investment companies served by The Vanguard Group.

Thomas J. Higgins

Born 1957. Chief Financial Officer Since September 2008. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Chief Financial Officer of each of the investment companies served by The Vanguard Group; Treasurer of each of the investment companies served by The Vanguard Group (1998–2008).

Peter Mahoney

Born 1974. Controller Since May 2015. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Controller of each of the investment companies served by The Vanguard Group; Head of International Fund Services at The Vanguard Group (2008–2014).

Anne E. Robinson

Born 1970. Secretary Since September 2016. Principal Occupation(s) During the Past Five Years and Other Experience: Managing Director of The Vanguard Group, Inc.; General Counsel of The Vanguard Group; Secretary of The Vanguard Group and of each of the investment companies served by The Vanguard Group; Director and Senior Vice President of Vanguard Marketing Corporation; Managing Director and General Counsel of Global Cards and Consumer Services at Citigroup (2014–2016); Counsel at American Express (2003–2014).

Michael Rollings

Born 1963. Treasurer Since February 2017. Principal Occupation(s) During the Past Five Years and Other Experience: Managing Director of The Vanguard Group, Inc.; Treasurer of each of the investment companies served by The Vanguard Group; Executive Vice President and Chief Financial Officer of MassMutual Financial Group (2006–2016).

Vanguard Senior Management Team

Mortimer J. Buckley

John James

Martha G. King

John T. Marcante

Chris D. McIsaac

James M. Norris

Thomas M. Rampulla

Glenn W. Reed

Karin A. Risi

 

Chairman Emeritus and Senior Advisor John J. Brennan

Chairman, 1996–2009

Chief Executive Officer and President, 1996–2008

Founder John C. Bogle

Chairman and Chief Executive Officer, 1974–1996

1 Mr. McNabb is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.

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


 

    P.O. Box 2600
    Valley Forge, PA 19482-2600
 
 
 
Connect with Vanguard® > vanguard.com  
 
 
 
Fund Information > 800-662-7447   CFA® is a registered trademark owned by CFA Institute.
Direct Investor Account Services > 800-662-2739  
Institutional Investor Services > 800-523-1036  
Text Telephone for People    
Who Are Deaf or Hard of Hearing> 800-749-7273  
 
This material may be used in conjunction  
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by  
the fund’s current prospectus.  
 
All comparative mutual fund data are from Lipper, a  
Thomson Reuters Company, or Morningstar, Inc., unless  
otherwise noted.    
 
You can obtain a free copy of Vanguard’s proxy voting  
guidelines by visiting vanguard.com/proxyreporting or by  
calling Vanguard at 800-662-2739. The guidelines are  
also available from the SEC’s website, sec.gov. In  
addition, you may obtain a free report on how your fund  
voted the proxies for securities it owned during the 12  
months ended June 30. To get the report, visit either  
vanguard.com/proxyreporting or 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 email addressed to  
publicinfo@sec.gov or via regular mail addressed to the  
Public Reference Section, Securities and Exchange  
Commission, Washington, DC 20549-1520.  
 
    © 2017 The Vanguard Group, Inc.
    All rights reserved.
    Vanguard Marketing Corporation, Distributor.
 
    Q7522 062017

 



Semiannual Report | April 30, 2017

Vanguard Alternative Strategies Fund


 

A new format, unwavering commitment

As you begin reading this report, you’ll notice that we’ve made some improvements to the opening sections—based on feedback from you, our clients.

Page 1 starts with a new ”Your Fund’s Performance at a Glance,” a concise, handy summary of how your fund performed during the period.

In the renamed ”Chairman’s Perspective,” Bill McNabb will focus on enduring principles and investment insights.

We’ve modified some tables, and eliminated some redundancy, but we haven’t removed any information.

At Vanguard, we’re always looking for better ways to communicate and to help you make sound investment decisions. Thank you for entrusting your assets to us.

Contents  
Your Fund’s Performance at a Glance. 1
Chairman’s Perspective. 2
Advisor’s Report. 6
Fund Profile. 9
Performance Summary. 11
Financial Statements. 12
About Your Fund’s Expenses. 32
Trustees Approve Advisory Arrangement. 34
Glossary. 36

 

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

See the Glossary for definitions of investment terms used in this report.

About the cover: No matter what language you speak, Vanguard has one consistent message and set of principles. Our primary focus is on you, our clients. We conduct our business with integrity as a faithful steward of your assets. This message is shown translated into seven languages, reflecting our expanding global presence.


 

Your Fund’s Performance at a Glance

• Vanguard Alternative Strategies Fund returned –1.63% during the six months ended April 30, 2017. Its benchmark, the FTSE 3-month U.S. T-Bill Index + 4%, returned 2.26%.

• The fund seeks to generate returns using a combination of five alternative strategies that are expected to have low correlation with traditional capital markets. These strategies are: long/short equity, event-driven, fixed income, currencies, and commodity-linked investments. The fund’s total return is expected to have lower volatility than that of the overall U.S. stock market.

• The biggest driver of performance during the period was our positioning in commodity-linked investments, which produced the highest losses. Our long/short and event-driven strategies were positive contributors.

• The diversification resulting from the fund’s variety of exposures helped reduce overall volatility. On an annualized basis, the volatility of the fund’s daily returns averaged 4.04%, versus 8.22% for those of the broad U.S. stock market.

Total Returns: Six Months Ended April 30, 2017  
  Total
  Returns
Vanguard Alternative Strategies Fund -1.63%
FTSE 3-month U.S. T-Bill Index + 4% 2.26

 

1


 

Chairman’s Perspective


Bill McNabb
Chairman and Chief Executive Officer

Dear Shareholder,

“Buy what you know.”

It’s one of the adages of investing, and it has plenty of intuitive appeal. After all, the familiar seems inherently less risky. It’s no wonder that many investors heavily tilt their portfolios toward the stocks and bonds of their home country. This is known in investing parlance as “home bias.”

U.S. investors sometimes think they can get all the global diversification they need by owning shares of U.S.-based multinational companies. And that may seem like the best of both worlds: international diversification without ever leaving the friendly confines of home.

The potential pitfall is that, as Vanguard research has suggested, the performance of a company’s shares tends to be highly correlated to its domestic market, regardless of where that company conducts most of its business.

Americans aren’t alone in being portfolio homebodies. Vanguard has found that in a range of developed countries—Australia, Canada, Japan, and the United Kingdom, as well as the United States—investors held a greater percentage of domestic stocks than would be indicated if they had taken their cues from a globally diversified, market-weighted benchmark. (You can see this tendency in the chart later in this letter.)

2


 

Why home bias exists

Vanguard’s Investment Strategy Group identified a range of reasons why investors might not embrace global diversification, including concerns about currency risk and an expectation that their home country will deliver outsized returns.

One factor we identified—preference for the familiar—seems particularly relevant. With so much global uncertainty about geopolitics, monetary policy, and the economic outlook, it’s understandable why investors may not want to stray too far from home.

But in their aversion to the unknown, investors can end up increasing, rather than lessening, their risks. That’s

because they’re sacrificing broad global diversification—one of the best ways I know of to help control risk.

In many cases, individual country markets are much less diversified than the global market in total. Global investing, then, can be an answer for investors who want to reduce concentration risk. That can include overconcentration in a particular country, region, or industry.

And the good news is that global investing is easier than ever, thanks to the wide availability of low-cost, internationally diversified stock and bond funds. It’s possible, in a sense, to own the whole world with just a couple of funds.

Market Barometer      
      Total Returns
    Periods Ended April 30, 2017
  Six One Five Years
  Months Year (Annualized)
Stocks      
Russell 1000 Index (Large-caps) 13.46% 18.03% 13.63%
Russell 2000 Index (Small-caps) 18.37 25.63 12.95
Russell 3000 Index (Broad U.S. market) 13.83 18.58 13.57
FTSE All-World ex US Index (International) 10.55 12.98 5.60
 
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index      
(Broad taxable market) -0.67% 0.83% 2.27%
Bloomberg Barclays Municipal Bond Index      
(Broad tax-exempt market) -0.34 0.14 3.16
Citigroup Three-Month U.S. Treasury Bill Index 0.23 0.37 0.11
 
CPI      
Consumer Price Index 1.16% 2.20% 1.22%

 

3


 

Expanding our opportunities

A key to overcoming home bias is reframing the way we look at investing outside our home countries. Take, for example, automakers or pharmaceutical companies. There are well-regarded firms in both industries located throughout the world. Over the next five years, nobody can know for sure whether a Japanese or U.S. or European company will produce a popular new sedan that outsells the competition or come up with new treatments to combat illness. So why not own them all? And that includes their bonds along with their stocks.

Full global diversification also allows you to capitalize on opportunities in both developed and emerging economies. Betting on which individual country—let alone company—will be the next market darling can be a fool’s errand.

A better choice can be to harness the potential of all markets. In my personal investment account, I have an emerging markets position that complements my developed-market holdings. Not only can global diversification help control risk, but it can also expand our set of opportunities among stocks and bonds.

Home bias shows investors across the world are fixated on the familiar

Investors often own a greater share of their home country’s stocks than would be indicated by the allocations of a globally diversified, market-capitalization-weighted index fund.


Global index weight
Investor holdings in domestic equities

Notes: Data as of December 31, 2014 (the latest available from the International Monetary Fund, or IMF), in U.S. dollars. Domestic investment is calculated by subtracting total foreign investment (as reported by the IMF) in a given country from its market capitalization in the MSCI All Country World Index. Given that the IMF data are voluntary, there may be some discrepancies between the market values in the survey and the MSCI ACWI.

Sources: Vanguard, based on data from the IMF’s Coordinated Portfolio Investment Survey (2014), Bloomberg, Thomson Reuters Datastream, and FactSet.

4


 

Ultimately, I believe we have the best chance for investment success by giving ourselves more opportunities, not fewer. Own the whole haystack and you never have to worry about finding the needle.

Thank you for entrusting your assets to Vanguard.


F. William McNabb III

Chairman and Chief Executive Officer

May 12, 2017

5


 

Advisor’s Report

For the six months ended April 30, 2017, Vanguard Alternative Strategies Fund returned –1.63%, trailing the performance of its benchmark, the FTSE 3-month U.S.T-Bill Index + 4%.

Investment objective and strategy

The objective of the Alternative Strategies Fund is to generate positive returns that have a low correlation with the returns of more traditional asset classes such as stocks and bonds. The fund seeks to meet its objective by using a combination of five alternative investment strategies that span multiple asset classes: equities, fixed income, currencies, and commodities.

Each strategy can use long and short positions to try to minimize market exposure while attempting to capture attractive risk premiums. Individually, the strategies are expected to have low long-term correlation with one another and with traditional capital markets. This should produce a portfolio with lower volatility than that of the overall U.S. stock market.

In addition, the fund can use leverage as it seeks to match the expected risk profile for each strategy. Our leverage targets are subject to internal limits. The goal is to achieve a similar risk profile across the portfolio to maximize diversification and performance.

The strategies the fund currently employs are:

• Long/short equity: This approach focuses on building a long/short portfolio of equity securities based on their volatility

characteristics by executing long positions in low-volatility stocks and short positions in high-volatility stocks. It seeks to capture a risk-adjusted spread by constructing positions to reduce the net market exposure of the overall portfolio to general market movements (beta).

• Event-driven: This strategy seeks to profit from the expectation that a specific event or catalyst (such as a merger/ acquisition deal closure) will affect the stock price of a U.S. or foreign company.

• Fixed income: This approach seeks to exploit the steepness of the Treasury yield curve that is created by investors’ desire to hold shorter-maturity bonds because they tend to be more liquid (trade easily). We try to capture this premium by investing in Treasury futures with longer times to maturity and borrowing those with short maturities.

• Currencies: The fund seeks to benefit from expected currency movements across countries by using long and short foreign currency exchange forward contracts. It does this by selling currencies of countries with poor fundamental characteristics and buying those of countries with strong ones.

• Commodity-linked investments: This strategy seeks to capture the risk premium associated with inventory levels of commodities, which are reflected in the prices of their futures contracts. We take long positions in commodities whose prices are expected to rise because of limited inventory and short positions in those whose prices are expected to fall.

6


 

Investment environment

During the period, the Federal Reserve increased interest rates twice, just the second and third times it has made such a move since the financial crisis. It raised the range for the federal funds rate to 0.75%–1.00%.

The Fed’s decisions came as the U.S. economy posted mostly positive results. Fourth-quarter economic growth was in line with estimates, but GDP growth was lackluster in the first quarter of 2017 largely because of a drop-off in consumer spending. The housing and manufacturing sectors reported moderate activity, and unemployment hit 4.4%, its lowest level since 2007. Wages ticked up, and commodities, especially oil, regained some ground, fueling a rise in inflation. Given that backdrop, the Fed signaled that other hikes could be announced in the near term.

The Fed’s positive outlook on future economic expansion carried over to the U.S. stock market, where several indexes hit all-time highs. The resilient economy played a part in the rally, and strong corporate earnings and the prospect of tax reform, increased infrastructure spending, and greater deregulation contributed to a shift toward riskier assets. That sentiment tapered off toward the end of the period, however, as investors realized that the legislative agenda might take more time to materialize.

Demand was strong for corporate bonds, especially those with lower credit quality and longer maturities, which pushed their prices higher. The average yield on corporates dropped to 116 basis points

(bps) over Treasuries at the end of the period, down from 132 bps at the beginning. (A basis point is equal to one one-hundredth of a percentage point.)

There was less demand for other fixed income securities, which caused their yields to spike. Over the six months, the yield on the 10-year Treasury increased 45 bps to 2.28%, and the 30-year yield rose 37 bps to 2.95%. The yields on money market-eligible securities also rose.

Overseas, major central banks kept their monetary policies accommodative. Political uncertainty eased somewhat as voters in the Netherlands and France turned back nationalist candidates that were focused on dismantling the European Union. Stocks across Europe and Asia rose.

Successes and shortfalls

Although it’s important to understand the impact of macroeconomic factors on the markets, our process seeks to earn a positive absolute return regardless of market performance while controlling volatility. The correlations of the fund’s daily returns with the equity and bond markets were 0.12 and 0.38, respectively.

The biggest driver of performance during the period was our positioning in commodity-linked investments, which produced the fund’s biggest losses. Despite the performance of these strategies, having exposure to commodities added diversification to our portfolio and helped achieve our mandate to produce returns that are less volatile than the market.

7


 

Our fixed income and currency positions produced more modest losses, whereas our long/short and event-driven strategies aided performance.

Although markets can be unpredictable, we are confident that our team of experienced managers and analysts can find opportunities to produce competitive returns over the long term at volatility levels lower than those of the market. We look forward to serving our investors in the future.

Portfolio Managers:

Michael R. Roach, CFA

Anatoly Shtekhman, CFA

Binbin Guo, Principal, Head of Equity

Research and Portfolio Strategies

Vanguard Quantitative Equity Group

May 8, 2017

8


 

Alternative Strategies Fund

Fund Profile
As of April 30, 2017

Fund Characteristics    
Ticker Symbol   VASFX
Total Expense Ratio1   0.71%
Management Expenses   0.26%
Dividend Expenses on Securities  
Sold Short2   0.35%
Borrowing Expenses on Securities  
Sold Short2   0.00%
Other Expenses   0.10%
Turnover Rate (Annualized)   125%
Short-Term Reserves   31.4%
 
 
Portfolio Characteristics    
  Long Short
  Portfolio Portfolio
Number of Stocks 383 154
Median Market Cap $7.0B $4.9B
Price/Earnings Ratio 44.5x -64.9x
Price/Book Ratio 2.8x 1.9x
Return on Equity 19.4% 7.5%
Earnings Growth    
Rate 7.7% 13.0%
Foreign Holdings 7.4% 0.5%

 

Sector Diversification (% of equity exposure)

  Long Short
  Portfolio Portfolio
Consumer Discretionary 11.6% 11.1%
Consumer Staples 5.5 1.5
Energy 2.8 18.5
Financials 12.4 18.6
Health Care 11.8 11.4
Industrials 10.5 12.7
Information Technology 18.7 10.2
Materials 11.1 9.7
Real Estate 4.6 0.6
Telecommunication Services 2.9 4.2
Utilities 8.1 1.5

 

1 The total expense ratio shown is from the prospectus dated February 23, 2017, and represents estimated costs for the current fiscal year. For the six months ended April 30, 2017, the annualized expense ratio was 0.86%.

2 In connection with a short sale, the fund may receive income or be charged a fee based on the market value of the borrowed stock. When a cash dividend is declared on a stock the fund has sold short, the fund is required to pay an amount equal to that dividend to the party from which the fund borrowed the stock and to record the payment of the dividend as an expense.

9


 

Alternative Strategies Fund

Ten Largest Holdings1 (% of total net assets) Long Portfolio

CR Bard Inc. Health Care  
  Equipment 0.8%
VCA Inc. Health Care Facilities 0.8
Mead Johnson Nutrition Packaged Foods &  
Co. Meats 0.8
InvenSense Inc. Electronic  
  Components 0.8
Valspar Corp. Specialty Chemicals 0.8
Lumos Networks Corp. Alternative Carriers 0.7
Level 3 Communications    
Inc. Alternative Carriers 0.7
Headwaters Inc. Construction  
  Materials 0.7
CST Brands Inc. Automotive Retail 0.7
Mobileye NV Application Software 0.7
Top Ten   7.5%

 

Ten Largest Holdings1 (% of total net assets) Short Portfolio

Columbia Banking    
System Inc. Regional Banks 0.7%
Dow Chemical Co. Diversified  
  Chemicals 0.7
Sterling Bancorp Regional Banks 0.7
Knight Transportation Inc. Trucking 0.6
Tesoro Corp. Oil & Gas Refining  
  & Marketing 0.6
Delek US Holdings Inc. Oil & Gas Refining  
  & Marketing 0.5
CenturyLink Inc. Integrated  
  Telecommunication  
  Services 0.4
Henderson Group plc Asset Management  
  & Custody Banks 0.4
Simmons First National    
Corp. Regional Banks 0.3
AT&T Inc. Integrated  
  Telecommunication  
  Services 0.2
Top Ten   5.1%

 

1 The holdings listed exclude any temporary cash investments and equity index products.

10


 

Alternative Strategies Fund

Performance Summary

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

Fiscal-Year Total Returns (%): August 11, 2015, Through April 30, 2017


Note: For 2017, performance data reflect the six months ended April 30, 2017.

Average Annual Total Returns: Periods Ended March 31, 2017

This table presents returns through the latest calendar quarter—rather than through the end of the fiscal period.

Securities and Exchange Commission rules require that we provide this information.

  Inception One Since
  Date Year Inception
Alternative Strategies Fund 8/11/2015 -2.81% 3.24%

 

See Financial Highlights for dividend and capital gains information.

11


 

Alternative Strategies Fund

Consolidated Financial Statements (unaudited)

Consolidated Statement of Net Assets

As of April 30, 2017

The fund reports a complete list of its holdings in regulatory filings 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 sec.gov. Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room (see the back cover of this report for further information).

      Market
      Value
    Shares ($000)
Common Stocks—Long Positions (61.9%)  
Consumer Discretionary (7.2%)    
CST Brands Inc. 40,300 1,946
* Intrawest Resorts Holdings    
  Inc. 72,200 1,702
  Sky plc 117,835 1,514
  Time Warner Inc. 15,000 1,489
* Cabela’s Inc. 27,200 1,485
* Panera Bread Co. Class A 4,200 1,313
* Nord Anglia Education Inc. 40,000 1,288
* Live Nation Entertainment    
  Inc. 9,188 295
* Madison Square Garden Co.    
  Class A 1,443 291
* NVR Inc. 137 289
  McDonald’s Corp. 2,060 288
  Home Depot Inc. 1,809 282
  Pool Corp. 2,351 281
  Walt Disney Co. 2,364 273
  Comcast Corp. Class A 6,956 273
  Yum! Brands Inc. 4,100 270
  Cinemark Holdings Inc. 6,147 266
  TJX Cos. Inc. 3,322 261
  Sirius XM Holdings Inc. 52,042 258
  Omnicom Group Inc. 3,039 250
* Liberty Media Corp-Liberty    
  SiriusXM Class C 6,481 246
  Cable One Inc. 361 246
  Ross Stores Inc. 3,765 245
  Starbucks Corp. 4,000 240
  Vail Resorts Inc. 1,172 232
  Interpublic Group of Cos. Inc. 9,714 229
  Aramark 6,249 228
  Genuine Parts Co. 2,366 218
  Darden Restaurants Inc. 2,537 216
* AutoZone Inc. 309 214
* O’Reilly Automotive Inc. 861 214
  Lowe’s Cos. Inc. 2,414 205

 

  Choice Hotels International    
  Inc. 3,202 201
* Mohawk Industries Inc. 829 195
  Regal Entertainment Group    
  Class A 8,599 190
  Twenty-First Century Fox Inc. 6,353 190
  Leggett & Platt Inc. 3,596 189
  NIKE Inc. Class B 3,365 186
  Service Corp. International 5,743 185
  John Wiley & Sons Inc.    
  Class A 3,260 172
* Liberty Broadband Corp.    
  Class A 1,817 163
* Liberty Broadband Corp. 1,250 114
* Liberty Media Corp-Liberty    
  SiriusXM Class A 712 27
      18,859
Consumer Staples (3.4%)    
  Mead Johnson Nutrition Co. 22,700 2,014
* Rite Aid Corp. 235,100 940
  Costco Wholesale Corp. 1,613 286
  Philip Morris International Inc. 2,444 271
  Altria Group Inc. 3,758 270
  Colgate-Palmolive Co. 3,735 269
  Coca-Cola Co. 6,203 268
  PepsiCo Inc. 2,358 267
  Estee Lauder Cos. Inc.    
  Class A 3,065 267
  Pinnacle Foods Inc. 4,573 266
* US Foods Holding Corp. 9,143 258
  Kellogg Co. 3,608 256
  Procter & Gamble Co. 2,916 255
  Clorox Co. 1,898 254
  Church & Dwight Co. Inc. 4,959 246
  Conagra Brands Inc. 6,321 245
  Kimberly-Clark Corp. 1,884 244
  Dr Pepper Snapple Group Inc. 2,603 239
  McCormick & Co. Inc. 2,378 237
  General Mills Inc. 3,720 214
  Brown-Forman Corp. Class A 4,171 200

 

12


 

Alternative Strategies Fund    
 
 
 
      Market
      Value
    Shares ($000)
  Constellation Brands Inc.    
  Class A 1,073 185
  Sysco Corp. 3,291 174
  CVS Health Corp. 2,036 168
  JM Smucker Co. 1,299 165
  Campbell Soup Co. 2,741 158
  Walgreens Boots Alliance Inc. 1,612 139
  Kraft Heinz Co. 967 87
  Brown-Forman Corp. Class B 1,245 59
  Spectrum Brands Holdings    
  Inc. 390 56
  Mondelez International Inc.    
  Class A 771 35
  Wal-Mart Stores Inc. 444 33
      9,025
Energy (1.7%)    
  Western Refining Inc. 51,000 1,759
  Alon USA Energy Inc. 115,770 1,400
  Phillips 66 3,329 265
  Exxon Mobil Corp. 3,201 261
  Chevron Corp. 2,440 260
  Occidental Petroleum Corp. 3,971 245
  Schlumberger Ltd. 3,239 235
  Halliburton Co. 4,518 207
      4,632
Financials (7.6%)    
  Fortress Investment Group    
  LLC Class A 231,800 1,864
  Pacific Continental Corp. 74,300 1,858
  Astoria Financial Corp. 85,000 1,733
* KCG Holdings Inc. Class A 86,000 1,711
  EverBank Financial Corp. 82,400 1,607
  Janus Capital Group Inc. 78,000 1,065
  Southwest Bancorp Inc. 34,800 903
  American Financial Group    
  Inc. 2,894 282
  Allstate Corp. 3,435 279
  Torchmark Corp. 3,574 274
  Aon plc 2,251 270
  Arthur J Gallagher & Co. 4,787 267
  Chubb Ltd. 1,923 264
  Starwood Property Trust Inc. 11,603 263
  Old Republic International    
  Corp. 12,716 263
  Marsh & McLennan Cos. Inc. 3,542 263
  Axis Capital Holdings Ltd. 3,983 262
  Loews Corp. 5,602 261
* Berkshire Hathaway Inc.    
  Class B 1,572 260
  RenaissanceRe Holdings Ltd. 1,805 257
  White Mountains Insurance    
  Group Ltd. 298 256
  Hanover Insurance Group Inc. 2,872 254
* Alleghany Corp. 413 252

 

  Reinsurance Group of    
  America Inc. Class A 2,017 252
  WR Berkley Corp. 3,709 252
  Thomson Reuters Corp. 5,474 249
* Markel Corp. 256 248
  Aflac Inc. 3,307 248
  CME Group Inc. 2,074 241
  Validus Holdings Ltd. 4,354 241
  US Bancorp 4,583 235
  Commerce Bancshares Inc. 4,239 233
  Nasdaq Inc. 3,328 229
  American International    
  Group Inc. 3,742 228
  ProAssurance Corp. 3,659 227
  Everest Re Group Ltd. 874 220
* Arch Capital Group Ltd. 2,224 216
  Brown & Brown Inc. 4,758 204
  Erie Indemnity Co. Class A 1,643 203
  CBOE Holdings Inc. 2,431 200
  Annaly Capital Management    
  Inc. 16,405 194
  Progressive Corp. 4,764 189
  AGNC Investment Corp. 8,747 184
  Travelers Cos. Inc. 1,391 169
  Morningstar Inc. 2,224 163
  TFS Financial Corp. 9,278 153
  First American Financial    
  Corp. 3,184 138
  MSCI Inc. Class A 370 37
      20,121
Health Care (7.3%)    
  CR Bard Inc. 6,650 2,045
* VCA Inc. 22,000 2,014
  Actelion Ltd. 6,400 1,710
* Alere Inc. 32,900 1,618
  STADA Arzneimittel AG 20,000 1,417
  Biotest AG 31,650 966
* Akorn Inc. 15,000 502
  Quest Diagnostics Inc. 2,808 296
* Mettler-Toledo International    
  Inc. 566 291
* Bio-Rad Laboratories Inc.    
  Class A 1,321 288
* Varian Medical Systems Inc. 3,162 287
  Baxter International Inc. 5,112 285
  Cooper Cos. Inc. 1,397 280
  West Pharmaceutical    
  Services Inc. 3,035 279
  Stryker Corp. 2,041 278
* Intuitive Surgical Inc. 328 274
  UnitedHealth Group Inc. 1,554 272
  Becton Dickinson and Co. 1,428 267
  Johnson & Johnson 2,130 263
  Anthem Inc. 1,477 263
  Medtronic plc 3,097 257

 

13


 

Alternative Strategies Fund    
 
 
 
      Market
      Value
    Shares ($000)
  Zoetis Inc. 4,566 256
  Danaher Corp. 3,063 255
* Waters Corp. 1,499 255
  Aetna Inc. 1,885 255
* DaVita Inc. 3,597 248
  Thermo Fisher Scientific Inc. 1,494 247
  Pfizer Inc. 7,016 238
  Merck & Co. Inc. 3,808 237
  Agilent Technologies Inc. 4,110 226
* Henry Schein Inc. 1,274 221
* HCA Holdings Inc. 2,456 207
* Boston Scientific Corp. 7,551 199
* Laboratory Corp. of America    
  Holdings 1,375 193
  Dentsply Sirona Inc. 3,006 190
  PerkinElmer Inc. 3,195 190
  ResMed Inc. 2,745 187
  Bio-Techne Corp. 1,729 185
  Abbott Laboratories 4,193 183
* Quintiles IMS Holdings Inc. 2,149 181
* VWR Corp. 6,326 179
  Cardinal Health Inc. 1,911 139
* MEDNAX Inc. 2,253 136
* Express Scripts Holding Co. 2,061 126
* Cerner Corp. 1,802 117
  Universal Health Services Inc.  
  Class B 960 116
* Premier Inc. Class A 1,499 51
      19,169
Industrials (6.5%)    
* Swift Transportation Co. 63,000 1,549
  Spotless Group Holdings    
  Ltd. 1,750,000 1,414
* LMI Aerospace Inc. 90,000 1,248
  Zodiac Aerospace 50,200 1,219
  Haldex AB 60,000 805
* CWT Ltd. 445,100 730
* TRC Cos. Inc. 34,106 597
  Rollins Inc. 7,412 288
  Rockwell Collins Inc. 2,723 283
  Toro Co. 4,323 281
  United Technologies Corp. 2,335 278
  Honeywell International Inc. 2,091 274
  3M Co. 1,397 274
  Illinois Tool Works Inc. 1,978 273
  General Dynamics Corp. 1,403 272
  Republic Services Inc.    
  Class A 4,303 271
  Northrop Grumman Corp. 1,101 271
  Allegion plc 3,442 271
* Verisk Analytics Inc. Class A 3,229 267
  IDEX Corp. 2,540 266
  Stanley Black & Decker Inc. 1,949 265
  Lockheed Martin Corp. 979 264
  Waste Management Inc. 3,593 262

 

  Expeditors International of    
  Washington Inc. 4,638 260
  General Electric Co. 8,792 255
  Raytheon Co. 1,595 248
  Hubbell Inc. Class B 2,182 247
  CH Robinson Worldwide Inc. 3,390 246
  Equifax Inc. 1,816 246
  BWX Technologies Inc. 4,991 245
  United Parcel Service Inc.    
  Class B 2,280 245
  KAR Auction Services Inc. 5,506 240
  Snap-on Inc. 1,429 239
  Cintas Corp. 1,894 232
* Copart Inc. 7,444 230
  Landstar System Inc. 2,682 229
  Huntington Ingalls Industries    
  Inc. 1,119 225
  Watsco Inc. 1,609 223
  Roper Technologies Inc. 1,013 222
  Carlisle Cos. Inc. 2,081 211
  Boeing Co. 1,125 208
  Xylem Inc. 3,919 201
  Nielsen Holdings plc 4,436 182
  JB Hunt Transport Services    
  Inc. 2,013 181
  AMETEK Inc. 3,081 176
  MSC Industrial Direct Co. Inc.  
  Class A 1,731 155
  Lennox International Inc. 432 71
  Fortive Corp. 712 45
      17,184
Information Technology (11.6%)  
* InvenSense Inc. 154,300 1,984
* Mobileye NV 31,400 1,944
  Brocade Communications    
  Systems Inc. 153,300 1,927
* NXP Semiconductors NV 17,200 1,819
* MoneyGram International    
  Inc. 102,100 1,818
* NeuStar Inc. Class A 54,300 1,803
* Xcerra Corp. 175,500 1,720
  DH Corp. 91,000 1,693
* Ultratech Inc. 52,800 1,611
* Lattice Semiconductor    
  Corp. 198,600 1,362
* Exar Corp. 100,100 1,302
  MOCON Inc. 27,361 817
* TIO Networks Corp. 300,000 730
* RetailMeNot Inc. 50,200 582
* Synopsys Inc. 3,957 292
  Corning Inc. 10,070 291
  KLA-Tencor Corp. 2,893 284
  Intuit Inc. 2,259 283
* ANSYS Inc. 2,566 283
  Oracle Corp. 6,112 275

 

14


 

Alternative Strategies Fund    
 
 
 
      Market
      Value
    Shares ($000)
  Jack Henry & Associates Inc. 2,814 273
  Amphenol Corp. Class A 3,761 272
* Adobe Systems Inc. 2,027 271
  Mastercard Inc. Class A 2,329 271
  Broadridge Financial Solutions    
  Inc. 3,855 270
  Visa Inc. Class A 2,948 269
  Accenture plc Class A 2,185 265
* Fiserv Inc. 2,218 264
  Fidelity National Information    
  Services Inc. 3,134 264
  Amdocs Ltd. 4,292 263
  CA Inc. 7,959 261
  Automatic Data Processing    
  Inc. 2,458 257
  Analog Devices Inc. 3,366 257
  Genpact Ltd. 10,375 253
  Apple Inc. 1,726 248
  Paychex Inc. 4,128 245
  Intel Corp. 6,759 244
  Texas Instruments Inc. 3,061 242
  Harris Corp. 2,126 238
  International Business    
  Machines Corp. 1,440 231
  National Instruments Corp. 6,592 230
  Microsoft Corp. 3,350 229
* Alphabet Inc. Class A 239 221
  Booz Allen Hamilton Holding    
  Corp. Class A 6,122 220
* Vantiv Inc. Class A 3,438 213
  CDK Global Inc. 3,252 211
* CoreLogic Inc. 4,813 206
  FLIR Systems Inc. 5,174 190
  DST Systems Inc. 1,533 189
  Western Union Co. 8,834 175
* Cadence Design Systems Inc. 3,788 123
* VeriSign Inc. 1,349 120
  Avnet Inc. 2,698 104
* Alphabet Inc. Class C 58 53
      30,462
Materials (6.9%)    
Valspar Corp. 17,600 1,979
†,* Headwaters Inc. 82,000 1,948
  Monsanto Co. 16,100 1,877
EI du Pont de Nemours &    
  Co. 23,100 1,842
* Syngenta AG 3,900 1,812
* Stillwater Mining Co. 99,200 1,784
* Multi Packaging Solutions    
  International Ltd. 95,800 1,720
  Canam Group Inc. 40,000 357
  NewMarket Corp. 597 281
* Axalta Coating Systems Ltd. 8,950 281
  Praxair Inc. 2,209 276
  AptarGroup Inc. 3,411 274

 

  Ecolab Inc. 2,100 271
  Eastman Chemical Co. 3,250 259
  Sonoco Products Co. 4,951 259
* Crown Holdings Inc. 4,594 258
  Avery Dennison Corp. 3,055 254
  Scotts Miracle-Gro Co. 2,595 251
  Air Products & Chemicals Inc. 1,699 239
  Silgan Holdings Inc. 3,813 231
  Sherwin-Williams Co. 598 200
  International Flavors &    
  Fragrances Inc. 1,420 197
  PPG Industries Inc. 1,716 188
  Ball Corp. 2,442 188
  Ashland Global Holdings Inc. 1,484 183
  RPM International Inc. 3,472 183
  WR Grace & Co. 2,525 176
  Bemis Co. Inc. 3,704 166
  Compass Minerals    
  International Inc. 2,263 149
      18,083
Other (0.0%)    
* Dyax Corp CVR Exp.    
  12/31/2019 28,700 32
 
Real Estate (2.9%)    
  Silver Bay Realty Trust Corp. 80,100 1,716
* Goldin Properties Holdings    
  Ltd. 300,000 326
* Equity Commonwealth 8,392 268
  Equinix Inc. 631 264
  AvalonBay Communities Inc. 1,336 254
  Federal Realty Investment    
  Trust 1,933 253
  Mid-America Apartment    
  Communities Inc. 2,528 251
  Sun Communities Inc. 2,972 248
  Duke Realty Corp. 8,696 241
  Apple Hospitality REIT Inc. 12,839 240
  Crown Castle International    
  Corp. 2,523 239
  Equity Residential 3,694 238
  Camden Property Trust 2,838 234
  Highwoods Properties Inc. 4,560 232
  Boston Properties Inc. 1,744 221
  Weingarten Realty Investors 6,097 200
  STORE Capital Corp. 8,064 193
  DCT Industrial Trust Inc. 3,793 192
  Simon Property Group Inc. 1,148 190
  Equity LifeStyle Properties    
  Inc. 2,293 185
  Macerich Co. 2,939 183
  Empire State Realty Trust Inc. 8,657 180
  Healthcare Trust of America    
  Inc. Class A 5,477 175
  Kimco Realty Corp. 8,209 167

 

15


 

Alternative Strategies Fund    
 
 
 
      Market
      Value
    Shares ($000)
  WP Carey Inc. 2,493 156
  Regency Centers Corp. 2,226 141
  Vornado Realty Trust 1,247 120
  Lamar Advertising Co.    
  Class A 1,583 114
  Taubman Centers Inc. 1,467 92
  Piedmont Office Realty Trust    
  Inc. Class A 1,588 35
      7,548
Telecommunication Services (1.8%)  
* Lumos Networks Corp. 109,554 1,962
* Level 3 Communications    
  Inc. 32,200 1,957
* T-Mobile US Inc. 4,228 284
  AT&T Inc. 5,852 232
  Verizon Communications Inc. 4,572 210
* Zayo Group Holdings Inc. 1,248 44
      4,689
Utilities (5.0%)    
* TerraForm Global Inc.    
  Class A 380,000 1,805
  WGL Holdings Inc. 20,200 1,666
  Westar Energy Inc. Class A 29,700 1,545
  DUET Group 600,000 1,356
  Gas Natural Inc. 80,000 1,000
  DTE Energy Co. 2,566 268
  Hawaiian Electric Industries    
  Inc. 7,961 267
  UGI Corp. 5,253 263
  PPL Corp. 6,874 262
  Xcel Energy Inc. 5,777 260
  Public Service Enterprise    
  Group Inc. 5,676 250
  Dominion Resources Inc. 3,200 248
  Sempra Energy 2,140 242
  Southern Co. 4,633 231
  CMS Energy Corp. 4,403 200
  Edison International 2,497 200
  Pinnacle West Capital Corp. 2,316 197
  Atmos Energy Corp. 2,429 197
  Ameren Corp. 3,500 191
  Alliant Energy Corp. 4,860 191
  PG&E Corp. 2,801 188
  NextEra Energy Inc. 1,382 185
  WEC Energy Group Inc. 3,045 184
  American Water Works Co.    
  Inc. 2,309 184
  Duke Energy Corp. 2,152 177
  Consolidated Edison Inc. 2,239 177
  American Electric Power Co.    
  Inc. 2,591 176
  Eversource Energy 2,925 174
  Aqua America Inc. 5,158 171
  Great Plains Energy Inc. 5,567 165

 

  Entergy Corp. 2,138 163
  SCANA Corp. 2,393 159
  Avangrid Inc. 2,317 101
  Vectren Corp. 1,328 79
  NiSource Inc. 1,259 30
  MDU Resources Group Inc. 960 26
      13,178
Total Common Stocks—    
Long Positions (Cost $154,581)   162,982
Common Stocks Sold Short (-19.0%)  
Consumer Discretionary (-2.1%)    
  Wynn Resorts Ltd. (2,515) (309)
  Gap Inc. (10,892) (286)
* Under Armour Inc. (14,317) (278)
  Tribune Media Co. Class A (7,540) (276)
  BorgWarner Inc. (6,476) (274)
  Signet Jewelers Ltd. (4,093) (270)
* Netflix Inc. (1,762) (268)
* Groupon Inc. Class A (67,688) (265)
  Viacom Inc. Class B (6,182) (263)
  Macy’s Inc. (8,839) (258)
* Lions Gate Entertainment    
  Corp. Class A (9,864) (258)
  Kohl’s Corp. (6,581) (257)
* Skechers U.S.A. Inc.    
  Class A (10,140) (256)
* Urban Outfitters Inc. (11,027) (252)
* Vista Outdoor Inc. (12,867) (252)
  Dillard’s Inc. Class A (4,410) (244)
  Clear Channel Outdoor    
  Holdings Inc. Class A (45,628) (235)
  Ralph Lauren Corp. Class A (2,814) (227)
  Penske Automotive Group    
  Inc. (4,715) (225)
* Michael Kors Holdings Ltd. (5,687) (212)
* TripAdvisor Inc. (4,705) (212)
* Kate Spade & Co. (12,000) (209)
      (5,586)
Consumer Staples (-0.3%)    
* Hain Celestial Group Inc. (7,357) (272)
* Sprouts Farmers Market    
  Inc. (11,332) (253)
  Nu Skin Enterprises Inc.    
  Class A (3,869) (214)
      (739)
Energy (-3.5%)    
  Tesoro Corp. (19,008) (1,515)
  Delek US Holdings Inc. (58,347) (1,404)
  SM Energy Co. (11,998) (271)
  Marathon Oil Corp. (17,885) (266)
* Southwestern Energy Co. (35,275) (265)
  Williams Cos. Inc. (8,630) (264)
  Murphy Oil Corp. (10,080) (264)

 

16


 

Alternative Strategies Fund    
 
 
 
      Market
      Value
    Shares ($000)
  PBF Energy Inc. Class A (11,818) (264)
* CONSOL Energy Inc. (17,175) (261)
* Rowan Cos. plc Class A (18,498) (260)
* Energen Corp. (4,958) (258)
* WPX Energy Inc. (21,523) (257)
* Kosmos Energy Ltd. (42,393) (255)
* Whiting Petroleum Corp. (30,465) (253)
  Ensco plc Class A (31,980) (252)
* Cheniere Energy Inc. (5,534) (251)
* Weatherford International    
  plc (43,338) (250)
  Range Resources Corp. (9,424) (250)
  HollyFrontier Corp. (8,821) (248)
* Rice Energy Inc. (11,657) (248)
* Continental Resources Inc. (5,759) (244)
* Laredo Petroleum Inc. (18,821) (242)
* Superior Energy Services    
  Inc. (19,840) (240)
  Nabors Industries Ltd. (21,069) (218)
  Devon Energy Corp. (5,146) (203)
  Noble Corp. plc (38,966) (187)
  Patterson-UTI Energy Inc. (8,575) (185)
* Newfield Exploration Co. (5,000) (173)
* Gulfport Energy Corp. (1,681) (27)
      (9,275)
Financials (-3.5%)    
  Columbia Banking System    
  Inc. (47,774) (1,888)
  Sterling Bancorp (74,375) (1,729)
  Henderson Group plc (368,082) (1,101)
  Simmons First National    
  Corp. Class A (13,582) (742)
* Donnelley Financial    
  Solutions Inc. (13,582) (302)
  Invesco Ltd. (8,925) (294)
  LPL Financial Holdings Inc. (6,941) (292)
* SLM Corp. (21,709) (272)
  Navient Corp. (17,751) (270)
* SVB Financial Group (1,525) (268)
* Santander Consumer USA    
  Holdings Inc. (20,032) (255)
* OneMain Holdings Inc.    
  Class A (10,543) (246)
  Artisan Partners Asset    
  Management Inc. Class A (7,978) (234)
* E*TRADE Financial Corp. (6,443) (223)
  Charles Schwab Corp. (5,665) (220)
  Lincoln National Corp. (3,069) (202)
  Lazard Ltd. Class A (4,419) (190)
  Legg Mason Inc. (4,576) (171)
  Affiliated Managers Group    
  Inc. (993) (164)
  TD Ameritrade Holding Corp. (4,111)  (157)
  Voya Financial Inc. (2,993) (112)
      (9,332)

 

Health Care (-2.2%)    
  Becton Dickinson and Co. (3,376) (631)
* Ionis Pharmaceuticals Inc. (7,043) (339)
* Neurocrine Biosciences Inc. (6,051) (323)
* Vertex Pharmaceuticals Inc. (2,592) (307)
* Illumina Inc. (1,600) (296)
* Edwards Lifesciences Corp. (2,658) (291)
* Seattle Genetics Inc. (4,214) (288)
* Endo International plc (24,617) (280)
  Perrigo Co. plc (3,766) (278)
* Mallinckrodt plc (5,879) (276)
* Regeneron Pharmaceuticals    
  Inc. (697) (271)
* Alkermes plc (4,607) (268)
* Incyte Corp. (2,090) (260)
* DexCom Inc. (3,330) (260)
* BioMarin Pharmaceutical    
  Inc. (2,707) (259)
* Tenet Healthcare Corp. (16,273) (255)
* Brookdale Senior Living Inc. (19,508) (253)
* Alnylam Pharmaceuticals    
  Inc. (4,655) (250)
* Alexion Pharmaceuticals Inc. (1,443) (184)
* Biogen Inc. (596) (162)
      (5,731)
Industrials (-2.4%)    
  Knight Transportation Inc. (45,360) (1,556)
  Terex Corp. (9,042) (316)
  LSC Communications Inc. (11,455) (296)
  Copa Holdings SA Class A (2,444) (284)
  American Airlines Group Inc. (6,657) (284)
* United Continental Holdings    
  Inc. (4,012) (282)
  Chicago Bridge & Iron Co.    
  NV (9,340) (281)
* Avis Budget Group Inc. (9,162) (279)
  Trinity Industries Inc. (10,356) (279)
* Colfax Corp. (6,841) (277)
  Arconic Inc. (9,945) (272)
  RR Donnelley & Sons Co. (21,533) (271)
  KBR Inc. (19,175) (269)
* AECOM (7,795) (267)
* Herc Holdings Inc. (5,812) (264)
* Spirit Airlines Inc. (4,473) (256)
* Hertz Global Holdings Inc. (14,937) (246)
* United Rentals Inc. (2,232) (245)
* JetBlue Airways Corp. (5,865) (128)
      (6,352)
Information Technology (-2.0%)    
* Veeco Instruments Inc. (14,124) (466)
  Western Digital Corp. (3,430) (306)
* Square Inc. (16,531) (302)
* Zebra Technologies Corp. (3,128) (295)
* Twitter Inc. (17,525) (289)
* DXC Technology Co. (3,797) (286)

 

17


 

Alternative Strategies Fund    
 
 
 
      Market
      Value
    Shares ($000)
* FireEye Inc. (22,855) (286)
* Tableau Software Inc.    
  Class A (5,278) (283)
* Yelp Inc. Class A (8,000) (283)
* Workday Inc. Class A (3,139) (274)
  Skyworks Solutions Inc. (2,700) (269)
  NVIDIA Corp. (2,565) (268)
* VeriFone Systems Inc. (13,988) (259)
* Micron Technology Inc. (9,356) (259)
* First Data Corp. Class A (16,506) (258)
* Palo Alto Networks Inc. (2,325) (252)
* ON Semiconductor Corp. (17,656) (250)
* Cree Inc. (9,803) (215)
* Zynga Inc. Class A (12,127) (35)
      (5,135)
Materials (-1.8%)    
  Dow Chemical Co. (29,614) (1,860)
* Platform Specialty    
  Products Corp. (21,542) (305)
  Huntsman Corp. (11,744) (291)
* AdvanSix Inc. (10,340) (282)
  Royal Gold Inc. (3,941) (278)
  Newmont Mining Corp. (7,949) (269)
* Freeport-McMoRan Inc. (20,889) (266)
  Steel Dynamics Inc. (7,112) (257)
* Alcoa Corp. (7,616) (257)
  CF Industries Holdings Inc. (9,190) (246)
  Tahoe Resources Inc. (25,945) (209)
  United States Steel Corp. (7,773) (173)
  Mosaic Co. (5,481) (148)
      (4,841)
Real Estate (-0.1%)    
  CoreCivic Inc. (8,496) (293)
 
Telecommunication Services (-0.8%)  
  CenturyLink Inc. (46,000) (1,181)
  AT&T Inc. (16,229) (643)
* Sprint Corp. (30,184) (272)
      (2,096)
Utilities (-0.3%)    
  Great Plains Energy Inc. (9,349) (277)
  NRG Energy Inc. (15,412) (260)
* Calpine Corp. (18,801) (192)
      (729)
Total Common Stocks Sold Short  
(Proceeds $49,419)   (50,109)
Temporary Cash Investments (30.9%)  
Money Market Fund (28.1%)    
1 Vanguard Market    
  Liquidity Fund,    
  1.034% 741,376 74,152

 

U.S. Government and Agency Obligations (2.8%)
2 United States Treasury Bill,    
  0.501%–0.567%, 5/4/17 700 700
2 United States Treasury Bill,    
  0.521%–0.731%, 5/11/17 1,000 1,000
2,3 United States Treasury Bill,    
  0.557%–0.618%, 5/25/17 1,400 1,399
3 United States Treasury Bill,    
  0.597%, 5/25/17 820 819
3 United States Treasury Bill,    
  0.521%–0.713%, 6/1/17 500 500
2,3 United States Treasury Bill,    
  0.551%, 6/8/17 300 300
2,3 United States Treasury Bill,    
  0.561%, 6/15/17 900 899
2,3 United States Treasury Bill,    
  0.593%, 7/13/17 200 200
2,3 United States Treasury Bill,    
  0.602%, 7/20/17 1,300 1,298
  United States Treasury Bill,    
  0.602%, 7/20/17 200 200
      7,315
Total Temporary Cash Investments  
(Cost $81,460)   81,467
†,4Other Assets and Liabilities—    
Net (26.2%)   68,933
Net Assets (100%)    
Applicable to 13,032,875 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization)   263,273
Net Asset Value Per Share   $20.20

 

18


 

Alternative Strategies Fund  
 
 
 
 
  Amount
  ($000)
Consolidated Statement of Assets and Liabilities
Assets  
Investments in Securities,  
Long Positions, at Value  
Unaffiliated Issuers 170,297
Affiliated Vanguard Funds 74,152
Total Long Positions 244,449
Investment in Vanguard 20
Cash Segregated for Short Positions 64,904
Receivables for Investment Securities  
Sold 458
Receivables for Accrued Income 121
Receivables for Capital Shares Issued 171
Other Assets 4 12,003
Total Assets 322,126
Liabilities  
Securities Sold Short, at Value 50,109
Payables for Investment Securities  
Purchased 5,602
Payables to Vanguard 72
Other Liabilities 3,070
Total Liabilities 58,853
Net Assets 263,273

 

At April 30, 2017, net assets consisted of:  
  Amount
  ($000)
Paid-in Capital 263,192
Overdistributed Net Investment Income (7,163)
Accumulated Net Realized Gains 1,517
Unrealized Appreciation (Depreciation)  
Investment Securities—Long Positions 8,408
Investment Securities Sold Short (690)
Futures Contracts 96
Forward Currency Contracts (2,132)
Foreign Currencies 45
Net Assets 263,273

 

• See Note A in Notes to Financial Statements.
† Long security positions with a value of $7,243,000 and cash of $64,904,000 are held in segregated accounts at the fund’s custodian bank
and pledged to a broker-dealer as collateral for the fund’s obligation to return borrowed securities. For so long as such obligations continue,
the fund’s access to these assets is subject to authorization from the broker-dealer.
* Non-income-producing security.
1 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the
7-day yield.
2 Security is owned by the Vanguard ASF Portfolio, which is a wholly owned subsidiary of the Alternative Strategies Fund.
3 Securities with a value of $4,716,000 have been segregated as initial margin for open futures contracts.
4 Cash of $2,220,000 has been segregated as initial margin for open forward currency contracts.
CVR—Contingent Value Rights.
REIT—Real Estate Investment Trust.
See accompanying Notes, which are an integral part of the Financial Statements.

19


 

Alternative Strategies Fund  
 
 
Consolidated Statement of Operations  
 
  Six Months Ended
  April 30, 2017
  ($000)
Investment Income  
Income  
Dividends1 1,532
Interest2 288
Total Income 1,820
Expenses  
The Vanguard Group—Note B  
Investment Advisory Fees 142
Management and Administrative 233
Marketing and Distribution 24
Custodian Fees 37
Shareholders’ Reports 2
Trustees’ Fees and Expenses 6
Dividend Expense on Securities Sold Short 609
Total Expenses 1,053
Net Investment Income (Loss) 767
Realized Net Gain (Loss)  
Investment Securities—Long Positions2 3,438
Investment Securities Sold Short (2,556)
Futures Contracts (9,843)
Foreign Currencies and Forward Currency Contracts 1,758
Realized Net Gain (Loss) (7,203)
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Long Positions 7,841
Investment Securities Sold Short (2,683)
Futures Contracts 641
Foreign Currencies and Forward Currency Contracts (3,195)
Change in Unrealized Appreciation (Depreciation) 2,604
Net Increase (Decrease) in Net Assets Resulting from Operations (3,832)

 

1 Dividends are net of foreign withholding taxes of $35,000.

2 Interest income and realized net gain (loss) from an affiliated company of the fund were $198,000 and $2,000, respectively.

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

20


 

Alternative Strategies Fund    
 
 
Consolidated Statement of Changes in Net Assets  
 
  Six Months Ended Year Ended
  April 30, October 31,
  2017 2016
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income (Loss) 767 886
Realized Net Gain (Loss) (7,203) 8,396
Change in Unrealized Appreciation (Depreciation) 2,604 (1,055)
Net Increase (Decrease) in Net Assets Resulting from Operations (3,832) 8,227
Distributions    
Net Investment Income (1,072) (746)
Realized Capital Gain1 (7,416)
Total Distributions (8,488) (746)
Capital Share Transactions    
Issued 31,956 81,010
Issued in Lieu of Cash Distributions 8,488 746
Redeemed (232) (12,647)
Net Increase (Decrease) from Capital Share Transactions 40,212 69,109
Total Increase (Decrease) 27,892 76,590
Net Assets    
Beginning of Period 235,381 158,791
End of Period2 263,273 235,381

 

1 Includes fiscal 2017 and 2016 short-term gain distributions totaling $5,390,000 and $0, 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 ($7,163,000) and $1,966,000.

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

21


 

Alternative Strategies Fund      
 
 
Consolidated Financial Highlights      
 
  Six Months Year Aug. 11,
  Ended Ended 20151 to
  April 30, Oct. 31, Oct. 31,
For a Share Outstanding Throughout Each Period 2017 2016 2015
Net Asset Value, Beginning of Period $21.28 $20.23 $20.00
Investment Operations      
Net Investment Income (Loss) . 063 2 .106 .004
Net Realized and Unrealized Gain (Loss) on Investments (.407) 1.039 .226
Total from Investment Operations (.344) 1.145 .230
Distributions      
Dividends from Net Investment Income (.093) (.095)
Distributions from Realized Capital Gains (.643)
Total Distributions (.736) (.095)
Net Asset Value, End of Period $20.20 $21.28 $20.23
 
Total Return3 -1.63% 5.68% 1.15%
 
Ratios/Supplemental Data      
Net Assets, End of Period (Millions) $263 $235 $159
Ratio of Total Expenses to Average Net Assets      
Based on Total Expenses4 0.86% 0.71% 0.73%5
Net of Dividend and Borrowing Expense on Securities Sold Short 0.36% 0.36% 0.36%5
Ratio of Net Investment Income (Loss) to Average Net Assets 0.67% 0.50% 0.09%5
Portfolio Turnover Rate 125% 120% 25%

 

The expense ratio, net investment income ratio, and turnover rate for the current period have been annualized.

1      Inception.
2      Calculated based on average shares outstanding.
3      Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about any applicable account service fees.
4      Includes 2017 dividend and borrowing expense on securities sold short of 0.50% and 0.00%, respectively. Includes 2016 dividend and borrowing expense on securities sold short of 0.35% and 0.00%, respectively. Includes 2015 dividend and borrowing expense on securities sold short of 0.34% and 0.03%, respectively.
5      Annualized.

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

22


 

Alternative Strategies Fund

Notes to Consolidated Financial Statements

Vanguard Alternative Strategies Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund.

The Consolidated Financial Statements include Vanguard ASF Portfolio (“the subsidiary”), which commenced operations on August 11, 2015. The subsidiary is wholly owned by the fund and is a unit trust established in the Cayman Islands under the Trusts Law (2011 Revision) of the Cayman Islands, which is organized to invest in certain commodity-linked investments on behalf of the fund, consistent with the fund’s investment objectives and policies. The commodity-linked investments and other investments held by the subsidiary are subject to the same risks that apply to similar investments if held directly by the fund. As of April 30, 2017, the fund held $14,229,000 in the subsidiary, representing 5% of the fund’s net assets. All inter-fund transactions and balances (including the fund’s investment in the subsidiary) have been eliminated, and the Consolidated Financial Statements include all investments and other accounts of the subsidiary as if held directly by the fund. A summary of the subsidiary’s financial information is presented below.

  Amount
Subsidiary Financial Statement Information ($000)
Total Assets 14,966
Total Liabilities (737)
Net Assets 14,229
Net Investment Income (Loss) (30)
Realized Net Gain (Loss) (7,756)
Change in Unrealized Appreciation (Depreciation) (335)
Net Increase (Decrease) in Net Assets Resulting from Operations (8,121)

 

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

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been 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. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services.

2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations

23


 

Alternative Strategies Fund

in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).

3. Futures Contracts: The fund gains exposure to commodities through the subsidiary’s investment in exchange-traded commodity futures contracts. The primary risk associated with the use of commodity futures contracts is the chance the fund could lose all, or substantially all, of its investments in instruments linked to the returns of commodity futures. Commodity futures trading is volatile, and even a small movement in market prices could cause large losses. The fund also uses futures contracts to invest in fixed income asset classes with greater efficiency and lower cost than is possible through direct investment, to add value when these instruments are attractively priced, or to adjust sensitivity to changes in interest rates. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of bonds held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract.

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

During the six months ended April 30, 2017, the fund’s average investments in long and short futures contracts represented 105% and 17% of net assets, respectively.

4. Forward Currency Contracts: The fund enters into forward currency contracts to enhance returns and protect the value of securities and related receivables and payables against changes in future foreign exchange rates. The fund’s risks in using these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the ability of the counterparties to fulfill their obligations under the contracts. The fund mitigates its counterparty risk by entering into forward currency contracts only with a diverse group of prequalified counterparties, monitoring their financial strength, entering into master netting arrangements with its counterparties, and requiring its counter-parties to transfer collateral as security for their performance. In the absence of a default, the collateral pledged or received by the fund cannot be repledged, resold or rehypothecated. The master netting arrangements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate the forward currency contracts, determine the net amount owed by either party in accordance with its master netting arrangements, and sell or retain any collateral held up to the net amount owed to the fund under the master netting arrangements. The forward currency contracts contain provisions whereby a counterparty may terminate open contracts if the fund’s net assets decline below a certain level, triggering a payment by the fund if the fund is in a net liability position at the time of the termination. The payment amount would be reduced by any collateral the fund has

24


 

Alternative Strategies Fund

pledged. Any assets pledged as collateral for open contracts are noted in the Consolidated Statement of Net Assets. The value of collateral received or pledged is compared daily to the value of the forward currency contracts exposure with each counterparty, and any difference, if in excess of a specified minimum transfer amount, is adjusted and settled within two business days.

Forward currency contracts are valued at their quoted daily prices obtained from an independent third party, adjusted for currency risk based on the expiration date of each contract. The notional amounts of the contracts are not recorded in the Consolidated Statement of Assets and Liabilities. Fluctuations in the value of the contracts are recorded in the Consolidated Statement of Assets and Liabilities as an asset (liability) and in the Consolidated Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized forward currency contract gains (losses).

During the six months ended April 30, 2017, the fund’s average investment in forward currency contracts represented 5% of net assets, based on the average of notional amounts at each quarter-end during the period.

5. Short Sales: Short sales are the sales of securities that the fund does not own. The fund sells a security it does not own in anticipation of a decline in the value of that security. In order to deliver the security to the purchaser, the fund borrows the security from a broker-dealer. The fund must segregate, as collateral for its obligation to return the borrowed security, an amount of cash and long security positions at least equal to the market value of the security sold short, and in the absence of a default, such collateral cannot be repledged, resold, or rehypothecated. This results in the fund holding a significant portion of its assets in cash. The fund later closes out the position by returning the security to the lender, typically by purchasing the security in the open market. A gain, limited to the price at which the fund sold the security short, or a loss, theoretically unlimited in size, is recognized upon the termination of the short sale. The fund may receive a portion of the income from the investment of collateral, or be charged a fee on borrowed securities, based on the market value of each borrowed security and a variable rate that is dependent upon the availability of such security. The net amounts of income or fees are recorded as interest income (for net income received) or borrowing expense on securities sold short (for net fees charged) on the Consolidated Statement of Operations. Dividends on securities sold short are reported as an expense in the Consolidated Statement of Operations. Cash collateral segregated for securities sold short is recorded as an asset in the Consolidated Statement of Assets and Liabilities. Long security positions segregated as collateral are shown in the Consolidated Statement of Net Assets.

6. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. The subsidiary is classified as a foreign corporation for U.S. tax purposes, and because it does not carry on a U.S. trade or business, is generally not subject to U.S. federal income tax. The subsidiary also complies with the Foreign Account Tax Compliance Act (“FATCA”) and thus will not be subject to 30% withholding under FATCA on any income from U.S. investments. In addition, the subsidiary is not subject to Cayman Islands income tax. The subsidiary will generally distribute any earnings and profits to the fund each year, and such income will be qualifying income to the fund. Management has analyzed the fund’s tax positions taken for all open federal income tax years (October 31, 2015–2016), and for the period ended April 30, 2017, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

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

25


 

Alternative Strategies Fund

8. Credit Facility: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $3.1 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. Borrowings may be utilized for temporary and emergency purposes, and are subject to the fund’s regulatory and contractual borrowing restrictions. The participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn amount of the facility; these fees are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Consolidated Statement of Operations. Any borrowings under this facility bear interest at a rate based upon the higher of the one-month London Interbank Offered Rate, federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread.

The fund had no borrowings outstanding at April 30, 2017, or at any time during the period then ended.

9. Other: Dividend income (or dividend expenses on short positions) is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and 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.

B. In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees. Vanguard does not require reimbursement in the current period for certain costs of operations (such as deferred compensation/benefits and risk/insurance costs); the fund’s liability for these costs of operations is included in Payables to Vanguard on the Consolidated Statement of Assets and Liabilities.

Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At April 30, 2017, the fund had contributed to Vanguard capital in the amount of $20,000, representing 0.01% of the fund’s net assets and 0.01% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.

C. Various inputs may be used to determine the value of the fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1—Quoted prices in active markets for identical securities.

Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

26


 

Alternative Strategies Fund

The following table summarizes the market value of the fund’s investments as of April 30, 2017, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks—Long Positions 149,681 13,269 32
Common Stocks Sold Short (49,008) (1,101)
Temporary Cash Investments 74,152 7,315
Futures Contracts—Assets1 374
Futures Contracts—Liabilities1 (773)
Forward Currency Contracts—Assets 165
Forward Currency Contracts—Liabilities (2,297)
Total 174,426 17,351 32
1 Represents variation margin on the last day of the reporting period.      

 

D. At April 30, 2017, the fair values of derivatives were reflected in the Consolidated Statement of Assets and Liabilities as follows:

      Foreign  
  Commodity Interest Rate Exchange  
Statement of Assets Contracts Contracts Contracts Total
and Liabilities Caption ($000) ($000) ($000) ($000)
Other Assets 353 21 165 539
Other Liabilities (737) (36) (2,297) (3,070)

 

Realized net gain (loss) and the change in unrealized appreciation (depreciation) on derivatives for the six months ended April 30, 2017, were:

      Foreign  
  Commodity Interest Rate Exchange  
  Contracts Contracts Contracts Total
Realized Net Gain (Loss) on Derivatives ($000) ($000) ($000) ($000)
Futures Contracts (7,756) (2,087) (9,843)
Forward Currency Contracts 2,031 2,031
Realized Net Gain (Loss) on Derivatives (7,756) (2,087) 2,031 (7,812)
 
Change in Unrealized Appreciation        
(Depreciation) on Derivatives        
Futures Contracts (333) 974 641
Forward Currency Contracts (3,301) (3,301)
Change in Unrealized Appreciation        
(Depreciation) on Derivatives (333) 974 (3,301) (2,660)

 

27


 

Alternative Strategies Fund

At April 30, 2017, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Appreciation
Futures Contracts Expiration Contracts Long (Short) (Depreciation)
2-Year U.S. Treasury Note June 2017 760 164,623 11
5-Year U.S. Treasury Note June 2017 329 38,956 130
10-Year U.S. Treasury Note June 2017 201 25,269 166
Feeder Cattle1 May 2017 (55) (4,112) (344)
Live Cattle1 June 2017 82 4,068 499
LME Tin1 June 2017 39 3,890 29
Cotton No. 21 July 2017 (98) (3,864) (124)
Copper1 July 2017 (58) (3,781) (41)
LME Lead1 June 2017 67 3,769 (6)
Soybean1 July 2017 78 3,729 (42)
Soybean Meal1 July 2017 117 3,695 (13)
KC Hard Red Winter Wheat1 July 2017 (169) (3,695) 44
Corn1 July 2017 (199) (3,647) 89
Wheat1 July 2017 (168) (3,631) 115
Sugar #111 July 2017 198 3,577 (191)
Coffee1 July 2017 (71) (3,552) 304
Cocoa1 July 2017 (192) (3,535) 190
WTI Crude Oil1 May 2017 70 3,453 (305)
RBOB Gasoline1 May 2017 51 3,316 (415)
        96
1 Security is owned by the subsidiary.        

 

28


 

Alternative Strategies Fund

At April 30, 2017, the fund had open forward currency contracts to receive and deliver currencies as follows. Unrealized appreciation (depreciation) on open forward currency contracts, except for Singapore dollar and Hong Kong dollar contracts, is treated as realized gain (loss) for tax purposes.

            Unrealized
  Contract         Appreciation
        Contract Amount (000)  
  Settlement         (Depreciation)
Counterparty Date   Receive   Deliver ($000)
Bank of America, N.A. 5/8/17 CAD 42,319 USD 31,602 (597)
Bank of America, N.A. 5/8/17 AUD 41,487 USD 31,576 (515)
Bank of America, N.A. 5/8/17 NOK 261,364 USD 30,482 (38)
Bank of America, N.A. 5/8/17 EUR 1,185 USD 1,258 34
Bank of America, N.A. 5/8/17 USD 35,231 EUR 32,981 (711)
Bank of America, N.A. 5/8/17 USD 31,303 SEK 278,962 (206)
Bank of America, N.A. 5/8/17 USD 30,496 CHF 30,506 (180)
Bank of America, N.A. 5/8/17 USD 3,940 AUD 5,186 57
Bank of America, N.A. 5/8/17 USD 3,680 CAD 4,924 72
Bank of America, N.A. 5/8/17 USD 1,393 GBP 1,114 (50)
Bank of America, N.A. 5/8/17 USD 1,220 SGD 1,704
Bank of America, N.A. 5/8/17 USD 488 SGD 682 1
Bank of America, N.A. 5/8/17 USD 360 CAD 492
Bank of America, N.A. 5/8/17 USD 311 HKD 2,415 1
            (2,132)
AUD—Australian dollar.            
CAD—Canadian dollar.            
CHF—Swiss franc.            
EUR—Euro.            
GBP—British pound.            
HKD—Hong Kong dollar.            
NOK—Norwegian krone.            
SEK—Swedish krona.            
SGD—Singapore dollar.            
USD—U.S. dollar.            

 

29


 

Alternative Strategies Fund

The following table summarizes the fund’s derivative assets and liabilities by counterparty for derivatives subject to arrangements that provide for offsetting assets and liabilities. Exchange-traded derivatives are listed separately.

  Assets Liabilities   Amounts Not Offset in  
  Reflected in Reflected in   the Consolidated  
  Consolidated Consolidated   Statement of Assets Net
  Statement of Statement of Net Amount   and Liabilities Exposure 3
  Assets and Assets and Receivable Collateral Collateral (Not Less
  Liabilities1 Liabilities1 (Payable) Pledged 2 Received 2 Than $0)
  ($000) ($000) ($000) ($000) ($000) ($000)
Forwards Subject to            
Offsetting Arrangements,            
by Counterparty            
Bank of America, N.A. 165 (2,297) (2,132) 2,220
Exchange—Traded Commodity          
Futures Contracts 353 (737) (384) 3,596
Exchange—Traded Interest Rate          
Futures Contracts 21 (36) (15) 1,120
Total 539 (3,070) (2,531) 6,936

 

1 Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.

2 Securities or other assets pledged as collateral are noted in the Consolidated Statement of Assets and Liabilities. Securities or other assets received as collateral are held in a segregated account and not included in the fund’s security holdings in the Consolidated Statement of Assets and Liabilities.

3 Net Exposure represents the net amount receivable from the counterparty in the event of default. Counterparties are not required to exchange collateral if amount is below a specified minimum transfer amount.

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; such differences are primarily attributed to mark-to-market of open forward currency contracts. 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.

During the six months ended April 30, 2017, the fund realized net foreign currency losses of $273,000, which decreased distributable net income for tax purposes; accordingly, such losses have been reclassified from accumulated net realized gains to overdistributed net investment income.

During the period, the fund reclassified $9,886,000 from accumulated net realized gains to overdistributed net investment income and paid-in capital in the amounts of $8,551,000 and $1,335,000, respectively. The reclassifications are attributable to the characterization of income (losses) from the subsidiary for tax purposes.

30


 

Alternative Strategies Fund

At April 30, 2017, the cost of long security positions for tax purposes was $236,062,000. Net unrealized appreciation of long security positions for tax purposes was $8,387,000, consisting of unrealized gains of $11,498,000 on securities that had risen in value since their purchase and $3,111,000 in unrealized losses on securities that had fallen in value since their purchase. Tax-basis net unrealized depreciation on securities sold short was $706,000, consisting of unrealized gains of $3,718,000 on securities that had fallen in value since their purchase and $4,424,000 in unrealized losses on securities that had risen in value since their purchase.

F. During the six months ended April 30, 2017, the fund purchased $122,395,000 of investment securities and sold $98,196,000 of investment securities, other than temporary cash investments. The proceeds of short sales and the cost of purchases to cover short sales were $23,722,000 and $26,608,000, respectively.

G. Capital shares issued and redeemed were:    
  Six Months Ended Year Ended
  April 30, 2017 October 31, 2016
  Shares Shares
  (000) (000)
Issued 1,566 3,774
Issued in Lieu of Cash Distributions 418 36
Redeemed (11) (599)
Net Increase (Decrease) in Shares Outstanding 1,973 3,211

 

At April 30, 2017, Vanguard Managed Payout Fund was the record or beneficial owner of 85% of the fund’s net assets.

H. Management has determined that no material events or transactions occurred subsequent to April 30, 2017, that would require recognition or disclosure in these financial statements.

31


 

About Your Fund’s Expenses

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

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

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

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

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

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

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

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

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

32


 

Six Months Ended April 30, 2017      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Alternative Strategies Fund 10/31/2016 4/30/2017 Period
Based on Actual Fund Return $1,000.00 $983.65 $4.23
Based on Hypothetical 5% Yearly Return 1,000.00 1,020.53 4.31

 

The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratio for that period was 0.86%. 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 (181/365).

33


 

Trustees Approve Advisory Arrangement

The board of trustees of Vanguard Alternative Strategies Fund has renewed the fund’s advisory arrangement with The Vanguard Group, Inc. (Vanguard), through its Quantitative Equity Group. The board determined that continuing the fund’s internalized management structure was in the best interest 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. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisor and made monthly presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.

The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and the advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.

In addition, the board received monthly reports, which included a Market and Economic Report, a Fund Dashboard Monthly Summary, and a Fund Performance Report.

Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangement. Rather, it was the totality of the circumstances that drove the board’s decision.

Nature, extent, and quality of services

The board reviewed the quality of the investment management services provided to the fund since its inception in 2015 and took into account the organizational depth and stability of the advisor. The board considered that Vanguard has been managing investments for more than three decades. The Quantitative Equity Group adheres to a sound, disciplined investment management process; the team has considerable experience, stability, and depth.

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

Investment performance

The board considered the performance of the fund since its inception, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangement should continue. Information about the fund’s performance can be found in the Performance Summary section of this report.

Cost

The board concluded that the fund’s expense ratio was well below the average expense ratio charged by funds in its peer group and that the fund’s advisory expenses were also well below the peer group average. Information about the fund’s expenses appears in the About Your Fund’s Expenses section of this report as well as in the Financial Statements section.

34


 

The board does not conduct a profitability analysis of Vanguard because of Vanguard’s unique “at-cost” structure. Unlike most other mutual fund management companies, Vanguard is owned by the funds it oversees and produces “profits” only in the form of reduced expenses for fund shareholders.

The benefit of economies of scale

The board concluded that the fund’s at-cost arrangement with Vanguard ensures that the fund will realize economies of scale as it grows, with the cost to shareholders declining as fund assets increase.

The board will consider whether to renew the advisory arrangement again after a one-year period.

35


 

Glossary

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

Equity Exposure. A measure that reflects a fund’s investments in stocks and stock futures. Any holdings in short-term reserves are excluded.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

Foreign Holdings. The percentage of a fund represented by securities 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.

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.

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.

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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. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 197 Vanguard funds.

The following table provides 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. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

InterestedTrustee1

F. William McNabb III

Born 1957. Trustee Since July 2009. Chairman of the Board. Principal Occupation(s) During the Past Five Years and Other Experience: Chairman of the Board of The Vanguard Group, Inc., and of each of the investment companies served by The Vanguard Group, since January 2010; Director of The Vanguard Group since 2008; Chief Executive Officer and President of The Vanguard Group, and of each of the investment companies served by The Vanguard Group, since 2008; Director of Vanguard Marketing Corporation; Managing Director of The Vanguard Group (1995–2008).

IndependentTrustees

Emerson U. Fullwood

Born 1948. Trustee Since January 2008. Principal Occupation(s) During the Past Five Years and Other Experience: Executive Chief Staff and Marketing Officer for North America and Corporate Vice President (retired 2008) of Xerox Corporation (document management products and services); Executive in Residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology; Lead Director of SPX FLOW, Inc. (multi-industry manufacturing); Director of the United Way of Rochester, the University of Rochester Medical Center, Monroe Community College Foundation, North Carolina A&T University, and Roberts Wesleyan College.

Rajiv L. Gupta

Born 1945. Trustee Since December 2001.2 Principal Occupation(s) During the Past Five Years and Other Experience: Chairman and Chief Executive Officer (retired 2009) and President (2006–2008) of Rohm and Haas Co. (chemicals); Director of Arconic Inc. (diversified manufacturer), HP Inc. (printer and personal computer manufacturing), and Delphi Automotive plc (automotive components); Senior Advisor at New Mountain Capital.

Amy Gutmann

Born 1949. Trustee Since June 2006. Principal Occupation(s) During the Past Five Years and Other Experience: President of the University of Pennsylvania; Christopher H. Browne Distinguished Professor of Political Science, School of Arts and Sciences, and Professor of Communication, Annenberg School for Communication, with secondary faculty appointments in the Department of Philosophy, School of Arts and Sciences, and at the Graduate School of Education, University of Pennsylvania; Trustee of the National Constitution Center; Chair of the Presidential Commission for the Study of Bioethical Issues.

JoAnn Heffernan Heisen

Born 1950. Trustee Since July 1998. Principal Occupation(s) During the Past Five Years and Other Experience: Corporate Vice President and Member of the Executive Committee (1997–2008), Chief Global Diversity Officer (retired 2008), Vice President and Chief Information Officer (1997–2005), Controller (1995–1997), Treasurer (1991–1995), and Assistant Treasurer (1989–1991) of Johnson & Johnson (pharmaceuticals/medical devices/consumer products); Director of Skytop Lodge Corporation (hotels) and the Robert Wood Johnson Foundation; Member of the Advisory Board of the Institute for Women’s Leadership at Rutgers University.

F. Joseph Loughrey

Born 1949. Trustee Since October 2009. Principal Occupation(s) During the Past Five Years and Other Experience: President and Chief Operating Officer (retired 2009) of Cummins Inc. (industrial machinery); Chairman of the Board of Hillenbrand, Inc. (specialized consumer services), Oxfam America, and the Lumina Foundation for Education; Director of SKF AB (industrial machinery), Hyster-Yale Materials Handling, Inc. (forklift trucks), and the V Foundation for Cancer Research; Member of the Advisory Council for the College of Arts and Letters and Chair of the Advisory


 

Board to the Kellogg Institute for International Studies, both at the University of Notre Dame.

Mark Loughridge

Born 1953. Trustee Since March 2012. Principal Occupation(s) During the Past Five Years and Other Experience: Senior Vice President and Chief Financial Officer (retired 2013) at IBM (information technology services); Fiduciary Member of IBM’s Retirement Plan Committee (2004–2013); Director of the Dow Chemical Company; Member of the Council on Chicago Booth.

Scott C. Malpass

Born 1962. Trustee Since March 2012. Principal Occupation(s) During the Past Five Years and Other Experience: Chief Investment Officer and Vice President at the University of Notre Dame; Assistant Professor of Finance at the Mendoza College of Business at Notre Dame; Member of the Notre Dame 403(b) Investment Committee, the Board of Advisors for Spruceview Capital Partners, and the Investment Advisory Committee of Major League Baseball; Board Member of TIFF Advisory Services, Inc., and Catholic Investment Services, Inc. (investment advisors); Member of the Board of Superintendence of the Institute for the Works of Religion.

André F. Perold

Born 1952. Trustee Since December 2004. Principal Occupation(s) During the Past Five Years and Other Experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011); Chief Investment Officer and Co-Managing Partner of HighVista Strategies LLC (private investment firm); Overseer of the Museum of Fine Arts Boston.

Peter F. Volanakis

Born 1955. Trustee Since July 2009. Principal Occupation(s) During the Past Five Years and Other Experience: President and Chief Operating Officer (retired 2010) of Corning Incorporated (communications equipment); Chairman of the Board of Trustees of Colby-Sawyer College; Member of the Board of Hypertherm, Inc. (industrial cutting systems, software, and consumables).

Executive Officers

Glenn Booraem

Born 1967. Investment Stewardship Officer Since February 2017. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Treasurer (2015–2017), Controller (2010–2015), and Assistant Controller (2001–2010) of each of the investment companies served by The Vanguard Group.

Thomas J. Higgins

Born 1957. Chief Financial Officer Since September 2008. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Chief Financial Officer of each of the investment companies served by The Vanguard Group; Treasurer of each of the investment companies served by The Vanguard Group (1998–2008).

Peter Mahoney

Born 1974. Controller Since May 2015. Principal Occupation(s) During the Past Five Years and Other Experience: Principal of The Vanguard Group, Inc.; Controller of each of the investment companies served by The Vanguard Group; Head of International Fund Services at The Vanguard Group (2008–2014).

Anne E. Robinson

Born 1970. Secretary Since September 2016. Principal Occupation(s) During the Past Five Years and Other Experience: Managing Director of The Vanguard Group, Inc.; General Counsel of The Vanguard Group; Secretary of The Vanguard Group and of each of the investment companies served by The Vanguard Group; Director and Senior Vice President of Vanguard Marketing Corporation; Managing Director and General Counsel of Global Cards and Consumer Services at Citigroup (2014–2016); Counsel at American Express (2003–2014).

Michael Rollings

Born 1963. Treasurer Since February 2017. Principal Occupation(s) During the Past Five Years and Other Experience: Managing Director of The Vanguard Group, Inc.; Treasurer of each of the investment companies served by The Vanguard Group; Executive Vice President and Chief Financial Officer of MassMutual Financial Group (2006–2016).

Vanguard Senior Management Team

Mortimer J. Buckley

John James

Martha G. King

John T. Marcante

Chris D. McIsaac

James M. Norris

Thomas M. Rampulla

Glenn W. Reed

Karin A. Risi

 

Chairman Emeritus and Senior Advisor John J. Brennan

Chairman, 1996–2009

Chief Executive Officer and President, 1996–2008

Founder John C. Bogle

Chairman and Chief Executive Officer, 1974–1996

1 Mr. McNabb is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.

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


 

 

  P.O. Box 2600
  Valley Forge, PA 19482-2600
 
 
 
Connect with Vanguard® > vanguard.com  
 
 
 
Fund Information > 800-662-7447 CFA® is a registered trademark owned by CFA Institute.
Direct Investor Account Services > 800-662-2739  
Institutional Investor Services > 800-523-1036  
Text Telephone for People  
Who Are Deaf or Hard of Hearing> 800-749-7273  
 
This material may be used in conjunction  
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by  
the fund’s current prospectus.  
 
All comparative mutual fund data are from Lipper, a  
Thomson Reuters Company, or Morningstar, Inc., unless  
otherwise noted.  
 
You can obtain a free copy of Vanguard’s proxy voting  
guidelines by visiting vanguard.com/proxyreporting or by  
calling Vanguard at 800-662-2739. The guidelines are  
also available from the SEC’s website, sec.gov. In  
addition, you may obtain a free report on how your fund  
voted the proxies for securities it owned during the 12  
months ended June 30. To get the report, visit either  
vanguard.com/proxyreporting or 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 email addressed to  
publicinfo@sec.gov or via regular mail addressed to the  
Public Reference Section, Securities and Exchange  
Commission, Washington, DC 20549-1520.  
 
  © 2017 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q12982 062017

 


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

Item 3: Audit Committee Financial Expert.

Not Applicable.


 

Item 4: Principal Accountant Fees and Services.

(a) Audit Fees.

Not Applicable.

Item 5: Audit Committee of Listed Registrants.

Not Applicable.

Item 6: Investments.

Not Applicable.

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

Not Applicable.

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

Not Applicable.

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

Not Applicable.

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

Not Applicable.

Item 11: Controls and Procedures.

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

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

Item 12: Exhibits.

(a) 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 TRUSTEES’ EQUITY FUND
 
 
BY: /s/ F. WILLIAM MCNABB III*
                             F. WILLIAM MCNABB III
  CHIEF EXECUTIVE OFFICER
 
Date: June 15, 2017

 

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 TRUSTEES’ EQUITY FUND
 
 
BY: /s/ F. WILLIAM MCNABB III*
                             F. WILLIAM MCNABB III
  CHIEF EXECUTIVE OFFICER
 
Date: June 15, 2017

 

  VANGUARD TRUSTEES’ EQUITY FUND
 
 
BY: /s/ THOMAS J. HIGGINS*
  THOMAS J. HIGGINS
  CHIEF FINANCIAL OFFICER
 
Date: June 15, 2017

 

* By: /s/ Anne E. Robinson

Anne E. Robinson, pursuant to a Power of Attorney filed on October 4, 2016 see file Number 33-32548, Incorporated by Reference.