N-CSR 1 trusteesequityfinal.htm trusteesequityfinal.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: November 1, 2017 – October 31, 2018

Item 1: Reports to Shareholders


 

Annual Report | October 31, 2018
Vanguard Alternative Strategies Fund
 
 
 

 


 

Vanguard’s Principles for Investing Success

We want to give you the best chance of investment success. These principles, grounded in Vanguard’s research and experience, can put you on the right path.

Goals. Create clear, appropriate investment goals.

Balance. Develop a suitable asset allocation using broadly diversified funds. Cost. Minimize cost.

Discipline. Maintain perspective and long-term discipline.

A single theme unites these principles: Focus on the things you can control.

We believe there is no wiser course for any investor.

Contents  
Your Fund’s Performance at a Glance. 1
CEO’s Perspective. 2
Advisor’s Report. 4
Fund Profile. 7
Performance Summary. 9
Consolidated Financial Statements. 11
Your Fund’s After-Tax Returns. 33
About Your Fund’s Expenses. 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.


 

Your Fund’s Performance at a Glance

• Vanguard Alternative Strategies Fund returned 0.27% for the 12 months ended October 31, 2018. Its benchmark, the FTSE 3-month U.S. T-Bill Index + 4%, returned 5.92%.

• The fund seeks to generate returns using a combination of six alternative strategies that are expected to have low correlation with traditional capital markets. These strategies are: long/short equity, event-driven, fixed income relative value, currencies, equity futures, 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 was our positioning in fixed income investments, which produced the largest losses. Our currency, equity futures, event-driven, and long/short 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 1.45%, versus 6.34% for those of the broad U.S. stock market.

Total Returns: Fiscal Year Ended October 31, 2018  
  Total
  Returns
Vanguard Alternative Strategies Fund 0.27%
FTSE 3-month U.S. T-Bill Index + 4% 5.92
 
 
Total Returns: Inception Through October 31, 2018  
  Average
  Annual Return
Alternative Strategies Fund (Returns since inception: 8/11/2015) 2.21%
FTSE 3-month U.S. T-Bill Index + 4% 4.99

The figures shown represent past performance, which is not a guarantee of future results. (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.

1


 

CEO’s Perspective


Tim Buckley
President and Chief Executive Officer

Dear Shareholder,

Over the years, I’ve found that prudent investors exhibit a common trait: discipline. No matter how the markets move or what new investing fad hits the headlines, those who stay focused on their goals and tune out the noise are set up for long-term success.

The prime gateway to investing is saving, and you don’t usually become a saver without a healthy dose of discipline. Savers make the decision to sock away part of their income, which means spending less and delaying gratification, no matter how difficult that may be.

Of course, disciplined investing extends beyond diligent saving. The financial markets, in the short term especially, are unpredictable; I have yet to meet the investor who can time them perfectly. It takes discipline to resist the urge to go all-in when markets are frothy or to retreat when things look bleak.

Staying put with your investments is one strategy for handling volatility. Another, rebalancing, requires even more discipline because it means steering your money away from strong performers and toward poorer performers.

Patience—a form of discipline—is also the friend of long-term investors. Higher returns are the potential reward for weathering the market’s turbulence and uncertainty.

2


 

We have been enjoying one of the longest bull markets in history, but it won’t continue forever. Prepare yourself now for how you will react when volatility comes back. Don’t panic. Don’t chase returns or look for answers outside the asset classes you trust. And be sure to rebalance periodically, even when there’s turmoil.

Whether you’re a master of self-control, get a boost from technology, or work with a professional advisor, know that discipline is necessary to get the most out of your investment portfolio. And know that Vanguard is with you for the entire ride.

Thank you for your continued loyalty.

Sincerely,


Mortimer J. Buckley
President and Chief Executive Officer
November 16, 2018

Market Barometer      
    Average Annual Total Returns
    Periods Ended October 31, 2018
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) 6.98% 11.31% 11.05%
Russell 2000 Index (Small-caps) 1.85 10.68 8.01
Russell 3000 Index (Broad U.S. market) 6.60 11.27 10.81
FTSE All-World ex US Index (International) -7.99 4.57 2.01
 
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index      
(Broad taxable market) -2.05% 1.04% 1.83%
Bloomberg Barclays Municipal Bond Index      
(Broad tax-exempt market) -0.51 1.90 3.25
FTSE Three-Month U. S. Treasury Bill Index 1.67 0.86 0.52
 
CPI      
Consumer Price Index 2.52% 2.07% 1.60%

 

3


 

Advisor’s Report

For the 12 months ended October 31, 2018, Vanguard Alternative Strategies Fund returned 0.27%. Although the fund trailed the performance of its benchmark, the FTSE 3-month U.S. T-Bill Index + 4%, it met its other objectives of low correlation and less volatility than the overall stock market.

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 six 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 relative value: 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) and less sensitive to growth and inflation risk. 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.

4


 

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.

Equity futures: A sixth investment strategy was added this year that uses long and short positions in global equity index futures to capture excess return opportunities. This strategy seeks to benefit from global differences in market and fundamental characteristics by buying equity index futures with strong characteristics and selling equity index futures with poor characteristics.

Investment environment

Global stock markets ended in negative territory for the 12 months ended October 31, 2018, but U.S. stocks produced solid returns as increasing profits and a strong economy outweighed investor concerns about rising interest rates, higher inflation, and trade tensions. Large-capitalization stocks beat small-caps and growth stocks outpaced value.

Emerging markets stocks were hurt by trade tensions and a rising dollar. Results in Europe and the Asia-Pacific region also were in negative territory, in part because these areas depend more on emerging markets.

The overall U.S. fixed income market, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, returned –2.05% for the period. Yields rose and prices mostly declined as investors remained concerned about the threat of inflation and the possibility that the Federal Reserve would more aggressively raise rates.

The Fed did raise rates in September—its eighth increase since the current tightening cycle began—and signaled that more hikes were to come. Attention is now focused on the pace of rate increases for the rest of 2018. Many analysts expect another increase in December and three in 2019.

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 0.20 and 0.09, respectively.

Our currency, equity futures, event-driven, and long/short strategies aided performance, while our fixed income and commodity positions produced losses. The subpar performance for our fixed income investments was largely the result of the flattening of the yield curve.

5


 

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.

Portfolio Managers: Anatoly Shtekhman, CFA

Fei Xu, CFA

Vanguard Quantitative Equity Group

November 21, 2018

6


 

Alternative Strategies Fund

Fund Profile

As of October 31, 2018

Fund Characteristics  
Ticker Symbol VASFX
Total Expense Ratio1 0.79%
Management Expenses 0.26%
Dividend Expenses on Securities  
Sold Short² 0.44%
Borrowing Expenses on Securities  
Sold Short² 0.00%
Other Expenses 0.09%
Turnover Rate 131%
Short-Term Reserves 21.3%

 

Portfolio Characteristics    
  Long Short
  Portfolio Portfolio
Number of Stocks 294 182
Median Market Cap $5.1B $6.7B
Price/Earnings Ratio 20.3x 13.5x
Price/Book Ratio 2.1x 1.7x
Return on Equity 9.3% 7.3%
Earnings Growth    
Rate 7.7% 14.4%
Foreign Holdings 7.5% 0.2%

 

Sector Diversification (% of equity exposure)
  Long Short
  Portfolio Portfolio
Communication Services 2.0% 3.7%
Consumer Discretionary 7.2 8.5
Consumer Staples 2.6 0.9
Energy 5.0 17.1
Financials 19.1 17.6
Health Care 14.2 12.7
Industrials 13.3 12.5
Information Technology 15.4 19.0
Materials 4.1 1.2
Real Estate 8.2 3.9
Utilities 8.9 2.9

Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.

1 The total expense ratio shown is from the prospectus dated February 22, 2018, and represents estimated costs for the current fiscal year. For the fiscal year ended October 31, 2018, the total expense ratio was 0.66%.

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.

7


 

Alternative Strategies Fund

Ten Largest Holdings1 (% of total net assets)
Long Portfolio  
CA Inc. 1.3%
Mitel Networks Corp. 1.3
AmTrust Financial  
Services Inc. 1.2
Avista Corp. 1.2
Investa Office Fund 1.2
LifePoint Health Inc. 1.2
Vectren Corp. 1.2
Aetna Inc. 1.2
Aspen Insurance  
Holdings Ltd. 1.2
Rent-A-Center Inc. 1.2
Top Ten 12.2%

 

Ten Largest Holdings1 (% of total net assets)
Short Portfolio  
Synovus Financial Corp. 1.1%
Diamondback Energy  
Inc. 1.0
Harris Corp. 1.0
Cadence BanCorp 0.8
Ensco plc 0.7
Cloudera Inc. 0.7
Fifth Third Bancorp 0.7
Transocean Ltd. 0.7
Univar Inc. 0.7
CME Group Inc. 0.6
Top Ten 8.0%

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

8


 

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.

Cumulative Performance: August 11, 2015, Through October 31, 2018
Initial Investment of $250,000


  Average Annual Total Returns  
  Periods Ended October 31, 2018  
    Since Final Value
  One Inception of a $250,000
  Year (8/11/2015) Investment
Alternative Strategies Fund 0.27% 2.21% $268,254
FTSE 3-month U.S. T-Bill Index + 4% 5.92 4.99 292,440

"Since Inception" performance is calculated from the inception date for both the fund and its comparative standards.

See Financial Highlights for dividend and capital gains information.

9


 

Alternative Strategies Fund

Fiscal-Year Total Returns (%): August 11, 2015, Through October 31, 2018


Average Annual Total Returns: Periods Ended September 30, 2018
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 0.32% 2.06%

 

10


 

Alternative Strategies Fund

Consolidated Financial Statements

Consolidated Statement of Net Assets

As of October 31, 2018

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.

      Market
      Value
    Shares ($000)
Common Stocks—Long Positions (65.1%)  
Communication Services (1.3%)  
* XO Group Inc. 92,000 3,184
  Cable One Inc. 372 333
  Walt Disney Co. 2,807 322
  AT&T Inc. 5,852 180
  John Wiley & Sons Inc.    
  Class A 3,260 177
      4,196
Consumer Discretionary (4.7%)  
* Rent-A-Center Inc. 264,000 3,762
* SodaStream International    
  Ltd. 24,000 3,441
  Sonic Corp. 70,000 3,030
* Cambium Learning Group    
  Inc. 36,700 528
  Yum! Brands Inc. 3,417 309
McDonald’s Corp. 1,712 303
  Garmin Ltd. 4,569 302
* Bright Horizons Family    
  Solutions Inc. 2,618 301
  Service Corp. International 7,177 298
  Columbia Sportswear Co. 3,262 294
Vail Resorts Inc. 1,081 272
  Graham Holdings Co.    
  Class B 466 271
  Choice Hotels International    
  Inc. 3,645 267
Home Depot Inc. 1,506 265
  Hilton Worldwide Holdings    
  Inc. 3,650 260
  Aramark 7,154 257
  Carnival Corp. 4,391 246
  Marriott International Inc.    
  Class A 2,022 236
  Starbucks Corp. 4,000 233
  Leggett & Platt Inc. 3,596 131
* Zoe’s Kitchen Inc. 200 2
      15,008

 

Consumer Staples (1.7%)    
  McCormick & Co. Inc. 2,425 349
  Lamb Weston Holdings Inc. 4,438 347
  Procter & Gamble Co. 3,809 338
  Coca-Cola Co. 6,892 330
  Clorox Co. 2,090 310
Church & Dwight Co. Inc. 5,195 308
  Hershey Co. 2,875 308
  PepsiCo Inc. 2,718 306
Sysco Corp. 4,159 297
  Archer-Daniels-Midland Co. 6,161 291
  Kimberly-Clark Corp. 2,774 289
  Mondelez International Inc.    
  Class A 6,879 289
  Estee Lauder Cos. Inc.    
  Class A 2,010 276
  Constellation Brands Inc.    
  Class A 1,350 269
  Colgate-Palmolive Co. 4,211 251
  Altria Group Inc. 3,758 244
  Kraft Heinz Co. 4,232 233
  Conagra Brands Inc. 6,321 225
  Walgreens Boots Alliance    
  Inc. 1,612 129
      5,389
Energy (3.2%)    
* Energen Corp. 45,000 3,239
* Ocean Rig UDW Inc. 106,000 3,211
* Rowan Cos. plc Class A 149,911 2,385
  Exxon Mobil Corp. 3,591 286
Phillips 66 2,685 276
  Chevron Corp. 2,303 257
  Occidental Petroleum Corp. 3,619 243
  Valero Energy Corp. 2,472 225
  Kinder Morgan Inc. 9,638 164
      10,286

 

11


 

Alternative Strategies Fund    
 
 
 
      Market
      Value
    Shares ($000)
Financials (12.4%)    
  AmTrust Financial    
  Services Inc. 277,000 3,972
  Aspen Insurance    
  Holdings Ltd. 90,000 3,769
  NEX Group plc 250,000 3,626
  Navigators Group Inc. 50,000 3,458
* FCB Financial Holdings    
  Inc. Class A 84,915 3,323
* Scottish Pacific Group Ltd.  900,000 2,765
  MB Financial Inc. 56,975 2,529
  State Bank Financial Corp. 96,666 2,472
  Jardine Lloyd Thompson    
  Group plc 100,000 2,410
  Stewart Information    
  Services Corp. 48,000 1,981
  Beneficial Bancorp Inc. 39,991 625
  Aon plc 2,058 321
* Genworth Financial Inc.    
  Class A 75,000 321
Progressive Corp. 4,496 313
Starwood Property Trust    
  Inc. 14,046 305
  White Mountains    
  Insurance Group Ltd. 339 301
  Marsh & McLennan Cos.    
  Inc. 3,542 300
* Berkshire Hathaway Inc.    
  Class B 1,436 295
  Arthur J Gallagher & Co. 3,978 294
  Hartford Financial Services    
  Group Inc. 6,389 290
  Nasdaq Inc. 3,328 289
  American Express Co. 2,780 286
S&P Global Inc. 1,558 284
* Markel Corp. 258 282
  WR Berkley Corp. 3,709 282
  US Bancorp 5,385 281
  Brown & Brown Inc. 9,963 281
  Old Republic International    
  Corp. 12,716 280
  Torchmark Corp. 3,252 275
  Allstate Corp. 2,849 273
  American National    
  Insurance Co. 2,199 271
  Erie Indemnity Co. Class A 2,078 269
  AGNC Investment Corp. 14,600 260
  Aflac Inc. 6,018 259
  MFA Financial Inc. 36,100 250
  Willis Towers Watson plc 1,730 248
  Loews Corp. 5,281 246
  American Financial Group    
  Inc. 2,413 241
  Chubb Ltd. 1,923 240

 

  Annaly Capital    
  Management Inc. 23,028 227
  Travelers Cos. Inc. 1,723 216
  American International    
  Group Inc. 3,742 155
  TFS Financial Corp. 9,278 136
  Chimera Investment Corp. 4,136 77
  Guaranty Bancorp 2,371 62
* Arch Capital Group Ltd. 1,205 34
      39,674
Health Care (9.3%)    
* LifePoint Health Inc. 60,000 3,892
  Aetna Inc. 19,000 3,770
* Endocyte Inc. 155,000 3,666
* NxStage Medical Inc. 127,829 3,628
* Express Scripts Holding    
  Co. 36,000 3,491
* K2M Group Holdings Inc. 110,000 3,012
* iKang Healthcare Group    
  Inc. ADR 50,000 870
  Pfizer Inc. 7,507 323
  Eli Lilly & Co. 2,960 321
  Zoetis Inc. 3,558 321
  Anthem Inc. 1,130 311
  Abbott Laboratories 4,466 308
  UnitedHealth Group Inc. 1,176 307
Medtronic plc 3,359 302
STERIS plc 2,732 299
  Johnson & Johnson 2,130 298
  Thermo Fisher Scientific Inc. 1,252 293
  Cooper Cos. Inc. 1,089 281
  Danaher Corp. 2,825 281
  PerkinElmer Inc. 3,195 276
  Stryker Corp. 1,697 275
  Chemed Corp. 898 273
* Boston Scientific Corp. 7,551 273
  Becton Dickinson and Co. 1,182 272
  Agilent Technologies Inc. 4,110 266
Baxter International Inc. 4,235 265
* Laboratory Corp. of    
  America Holdings 1,632 262
  Bio-Techne Corp. 1,541 258
* Mettler-Toledo International    
  Inc. 470 257
  Amgen Inc. 1,330 256
  Hill-Rom Holdings Inc. 2,921 246
  Quest Diagnostics Inc. 2,562 241
* Keryx Biopharmaceuticals    
  Inc. 81,870 228
      29,622
Industrials (8.7%)    
  Dun & Bradstreet Corp. 26,000 3,699
  USG Corp. 86,955 3,671
  Rockwell Collins Inc. 28,200 3,610

 

12


 

Alternative Strategies Fund    
 
 
 
      Market
      Value
    Shares ($000)
  L3 Technologies Inc. 17,387 3,294
* Nexeo Solutions Inc. 277,000 2,895
  Essendant Inc. 115,580 1,472
  American Railcar    
  Industries Inc. 9,165 641
  Toro Co. 5,623 317
Rollins Inc. 5,321 315
* Verisk Analytics Inc.    
  Class A 2,621 314
  Republic Services Inc.    
  Class A 4,303 313
  Allegion plc 3,519 302
  Roper Technologies Inc. 1,054 298
  Waste Management Inc. 3,271 293
*,† IHS Markit Ltd. 5,552 292
  United Technologies Corp. 2,335 290
Expeditors International of    
  Washington Inc. 4,276 287
CH Robinson Worldwide    
  Inc. 3,212 286
  KAR Auction Services Inc. 5,008 285
  Honeywell International Inc.  1,907 276
  Rockwell Automation Inc. 1,651 272
  IDEX Corp. 2,050 260
  Eaton Corp. plc 3,621 259
  Ingersoll-Rand plc 2,695 259
  AMETEK Inc. 3,744 251
  Xylem Inc. 3,825 251
  Fortive Corp. 3,332 247
  3M Co. 1,273 242
  Lockheed Martin Corp. 812 239
  Raytheon Co. 1,362 238
  BWX Technologies Inc. 4,021 235
  Pentair plc 5,831 234
  Illinois Tool Works Inc. 1,800 230
  JB Hunt Transport    
  Services Inc. 2,013 223
  General Dynamics Corp. 1,282 221
  Snap-on Inc. 1,429 220
  Textron Inc. 3,858 207
  Stanley Black & Decker Inc. 1,773 207
  Watsco Inc. 755 112
  Cummins Inc. 477 65
  Valmont Industries Inc. 276 34
* Resideo Technologies Inc. 317 7
      27,663
Information Technology (10.0%)  
  CA Inc. 91,000 4,037
* Mitel Networks Corp. 365,000 4,008
* Oclaro Inc. 443,000 3,641
* Gemalto NV 63,000 3,593
* Orbotech Ltd. 62,000 3,468
* Hortonworks Inc. 125,000 2,232
* Imperva Inc. 30,000 1,661

 

* Red Hat Inc. 7,300 1,253
  Booz Allen Hamilton    
  Holding Corp. Class A 6,469 320
CDW Corp. 3,539 319
Microsoft Corp. 2,888 308
Jack Henry & Associates    
  Inc. 2,048 307
  Leidos Holdings Inc. 4,710 305
Intuit Inc. 1,437 303
  Genpact Ltd. 10,967 301
  Fidelity National    
  Information Services Inc. 2,852 297
* Fiserv Inc. 3,718 295
*,† VeriSign Inc. 2,046 292
Accenture plc Class A 1,814 286
  Visa Inc. Class A 2,059 284
  Cisco Systems Inc. 6,149 281
Broadridge Financial    
  Solutions Inc. 2,401 281
  Amphenol Corp. Class A 3,114 279
  Amdocs Ltd. 4,391 278
Mastercard Inc. Class A 1,405 278
* Synopsys Inc. 3,014 270
* Tyler Technologies Inc. 1,263 267
  Motorola Solutions Inc. 2,180 267
  Paychex Inc. 4,067 266
  Avnet Inc. 6,470 259
* Citrix Systems Inc. 2,481 254
* Arrow Electronics Inc. 3,741 253
  Cognizant Technology    
  Solutions Corp. Class A 3,650 252
  FLIR Systems Inc. 4,743 220
  International Business    
  Machines Corp. 1,815 210
* EchoStar Corp. Class A 4,974 202
  CDK Global Inc. 3,252 186
  Western Union Co. 8,834 159
  Automatic Data Processing    
  Inc. 982 141
      32,113
Materials (2.7%)    
  KMG Chemicals Inc. 40,000 3,001
  Ball Corp. 6,901 309
  International Flavors &    
  Fragrances Inc. 2,137 309
  Sonoco Products Co. 5,568 304
  Praxair Inc. 1,831 303
  Ecolab Inc. 1,972 302
  AptarGroup Inc. 2,846 290
RPM International Inc. 4,678 286
  Air Products & Chemicals    
  Inc. 1,793 277
  PPG Industries Inc. 2,633 277
  Sherwin-Williams Co. 690 272

 

13


 

Alternative Strategies Fund    
 
 
 
      Market
      Value
    Shares ($000)
  NewMarket Corp. 692 267
  Ashland Global Holdings    
  Inc. 3,575 264
  WR Grace & Co. 4,054 263
  Avery Dennison Corp. 2,780 252
  Silgan Holdings Inc. 10,458 251
  Valvoline Inc. 12,559 250
  Newmont Mining Corp. 7,735 239
* Crown Holdings Inc. 5,385 228
  Eastman Chemical Co. 2,830 222
* Berry Global Group Inc. 5,046 220
  Sealed Air Corp. 6,195 200
      8,586
Real Estate (5.3%)    
  Investa Office Fund 1,000,000 3,934
  Forest City Realty Trust    
  Inc. Class A 140,000 3,522
  LaSalle Hotel Properties 90,000 2,971
Equity LifeStyle    
  Properties Inc. 3,343 317
  UDR Inc. 7,805 306
  Equity Residential 4,615 300
  Sun Communities Inc. 2,972 299
  AvalonBay Communities    
  Inc. 1,667 292
  WP Carey Inc. 4,397 290
  Gaming and Leisure    
  Properties Inc. 8,578 289
  Columbia Property Trust    
  Inc. 12,856 289
  American Homes 4 Rent    
  Class A 13,690 288
  Liberty Property Trust 6,874 288
  Equity Commonwealth 9,548 284
Douglas Emmett Inc. 7,852 284
  Invitation Homes Inc. 12,858 281
  Duke Realty Corp. 10,057 277
  Park Hotels & Resorts Inc. 9,266 269
  Essex Property Trust Inc. 1,047 263
Brandywine Realty Trust 18,538 261
  Welltower Inc. 3,916 259
  Camden Property Trust 2,838 256
  Apple Hospitality REIT Inc. 15,770 255
  Mid-America Apartment    
  Communities Inc. 2,528 247
* Howard Hughes Corp. 2,186 244
  Highwoods Properties Inc. 4,560 194
  Paramount Group Inc. 9,022 129
  Simon Property Group Inc. 657 121
  Kilroy Realty Corp. 1,130 78
      17,087

 

Utilities (5.8%)    
  Avista Corp. 77,000 3,959
  Vectren Corp. 53,000 3,791
  Connecticut Water    
  Service Inc. 44,536 3,078
  SCANA Corp. 40,000 1,602
  Dominion Energy Inc. 4,357 311
  Atmos Energy Corp. 3,317 309
Evergy Inc. 5,475 306
  WEC Energy Group Inc. 4,431 303
  DTE Energy Co. 2,694 303
  Xcel Energy Inc. 6,104 299
  Hawaiian Electric Industries    
  Inc. 7,961 297
  American Electric Power    
  Co. Inc. 4,030 296
  Duke Energy Corp. 3,560 294
  CenterPoint Energy Inc. 10,788 291
  NextEra Energy Inc. 1,680 290
  Eversource Energy 4,579 290
  CMS Energy Corp. 5,791 287
  UGI Corp. 5,253 279
  American Water Works Co.    
  Inc. 3,138 278
  Pinnacle West Capital Corp. 3,375 278
  Consolidated Edison Inc. 3,551 270
  Alliant Energy Corp. 5,767 248
  Southern Co. 5,447 245
  Ameren Corp. 3,500 226
  Aqua America Inc. 5,158 168
  PPL Corp. 5,123 156
  Avangrid Inc. 2,317 109
  OGE Energy Corp. 1,009 36
      18,599
Total Common Stocks—Long Positions  
(Cost $203,264)   208,223
Common Stocks Sold Short (-24.6%)  
Communication Services (-0.9%)  
* Twitter Inc. (10,659) (370)
* TripAdvisor Inc. (7,037) (367)
* Discovery Communications    
  Inc. (10,961) (321)
* Take-Two Interactive    
  Software Inc. (2,381) (307)
  CenturyLink Inc. (14,818) (306)
  Viacom Inc. Class B (9,353) (299)
* United States Cellular Corp. (6,158) (294)
* Netflix Inc. (781) (236)
  Lions Gate Entertainment    
  Corp. Class B (12,405) (221)
* Zillow Group Inc. Class A (2,758) (111)
* Zillow Group Inc. (1,518) (61)
      (2,893)

 

14


 

Alternative Strategies Fund    
 
 
 
      Market
      Value
    Shares ($000)
Consumer Discretionary (-2.1%)  
* Skechers U. S. A. Inc.    
  Class A (12,441) (355)
  L Brands Inc. (10,344) (335)
  Ralph Lauren Corp.    
  Class A (2,402) (311)
* Chipotle Mexican Grill Inc.    
  Class A (670) (308)
  Kohl’s Corp. (4,067) (308)
  Dick’s Sporting Goods Inc. (8,510) (301)
  Expedia Group Inc. (2,341) (294)
  Advance Auto Parts Inc. (1,814) (290)
* Floor & Decor Holdings    
  Inc. Class A (11,244) (288)
  H&R Block Inc. (10,728) (285)
  Foot Locker Inc. (5,989) (282)
  Macy’s Inc. (8,154) (280)
* Michaels Cos. Inc. (16,990) (269)
* Urban Outfitters Inc. (6,627) (262)
  International Game    
  Technology plc (13,962) (259)
  Gap Inc. (9,163) (250)
* Wayfair Inc. (2,213) (244)
  Polaris Industries Inc. (2,691) (240)
* Caesars Entertainment    
  Corp. (26,902) (231)
  Thor Industries Inc. (3,294) (229)
  Wynn Resorts Ltd. (2,170) (218)
  Newell Brands Inc. (13,694) (218)
  Goodyear Tire & Rubber    
  Co. (10,288) (217)
* GrubHub Inc. (2,252) (209)
  Adient plc (5,956) (181)
      (6,664)
Consumer Staples (-0.2%)    
* TreeHouse Foods Inc. (6,065) (276)
  Spectrum Brands Holdings    
  Inc. (3,690) (240)
  Coty Inc. Class A (20,329) (215)
      (731)
Energy (-4.2%)    
  Diamondback Energy Inc. (28,989) (3,257)
  Ensco plc Class A (332,052) (2,371)
* Transocean Ltd. (193,642) (2,132)
  Range Resources Corp. (18,073) (286)
  Patterson-UTI Energy Inc. (16,495) (274)
  CNX Resources Corp. (17,442) (273)
  Marathon Oil Corp. (14,102) (268)
  PBF Energy Inc. Class A (6,249) (262)
* WPX Energy Inc. (16,068) (258)
  HollyFrontier Corp. (3,804) (257)
  Apache Corp. (6,669) (252)
  Hess Corp. (4,395) (252)
* Apergy Corp. (6,330) (247)

 

* QEP Resources Inc. (27,306) (243)
* Continental Resources Inc. (4,524) (238)
* Chesapeake Energy Corp. (67,466) (237)
  Nabors Industries Ltd. (47,443) (236)
  SM Energy Co. (9,676) (236)
* Whiting Petroleum Corp. (6,149) (229)
  Devon Energy Corp. (6,957) (225)
* Parsley Energy Inc.    
  Class A (9,549) (224)
  Noble Energy Inc. (8,701) (216)
* Kosmos Energy Ltd. (32,944) (214)
* Extraction Oil & Gas Inc. (25,752) (206)
* Newfield Exploration Co. (10,028) (203)
* Weatherford International    
  plc (112,730) (152)
  Baker Hughes a GE Co. (5,366) (143)
  Helmerich & Payne Inc. (1,687) (105)
      (13,496)
Financials (-4.4%)    
  Synovus Financial Corp. (89,585) (3,365)
  Cadence BanCorp Class A (112,133) (2,474)
  Fifth Third Bancorp (82,613) (2,230)
  CME Group Inc. (11,100) (2,034)
  Fidelity National Financial    
  Inc. (30,840) (1,032)
  WSFS Financial Corp. (12,049) (512)
  Virtu Financial Inc.    
  Class A (13,823) (328)
  Popular Inc. (5,296) (275)
  Santander Consumer    
  USA Holdings Inc. (14,374) (269)
* Brighthouse Financial Inc. (6,533) (259)
  TCF Financial Corp. (11,973) (250)
  Navient Corp. (21,397) (248)
* OneMain Holdings Inc. (8,623) (246)
* SVB Financial Group (997) (236)
  Bank OZK (5,425) (148)
  Independent Bank Group    
  Inc. (1,066) (62)
      (13,968)
Health Care (-3.1%)    
  Cigna Corp. (8,762) (1,873)
  CVS Health Corp. (15,918) (1,152)
* Sarepta Therapeutics Inc. (2,543) (340)
* Sage Therapeutics Inc. (2,586) (333)
* Acadia Healthcare Co. Inc. (7,562) (314)
* Ionis Pharmaceuticals Inc. (6,314) (313)
* DexCom Inc. (2,155) (286)
* Incyte Corp. (4,386) (284)
* Neurocrine Biosciences    
  Inc. (2,639) (283)
* Molina Healthcare Inc. (2,170) (275)
* Exact Sciences Corp. (3,853) (274)

 

15


 

Alternative Strategies Fund    
 
 
 
      Market
      Value
    Shares ($000)
* Bio-Rad Laboratories Inc.    
  Class A (997) (272)
* Penumbra Inc. (1,975) (269)
* Regeneron    
  Pharmaceuticals Inc. (787) (267)
* Veeva Systems Inc.    
  Class A (2,856) (261)
* Alexion Pharmaceuticals    
  Inc. (2,319) (260)
* Alnylam Pharmaceuticals    
  Inc. (3,151) (253)
* Alkermes plc (6,137) (251)
* Nektar Therapeutics    
  Class A (6,396) (247)
* TESARO Inc. (8,459) (244)
* Seattle Genetics Inc. (4,227) (237)
* Akebia Therapeutics Inc. (30,646) (230)
* Agios Pharmaceuticals Inc. (3,576) (226)
* DaVita Inc. (3,305) (223)
* Exelixis Inc. (15,561) (216)
* Mylan NV (6,891) (215)
* ABIOMED Inc. (613) (209)
* Bluebird Bio Inc. (1,738) (199)
* Align Technology Inc. (808) (179)
      (9,985)
Industrials (-3.1%)    
  Harris Corp. (20,800) (3,093)
* Univar Inc. (84,485) (2,080)
  United Technologies Corp. (10,582) (1,314)
  GrafTech International Ltd. (17,999) (322)
* United Continental    
  Holdings Inc. (3,657) (313)
  Arconic Inc. (14,053) (286)
  Alaska Air Group Inc. (4,515) (277)
  Nielsen Holdings plc (9,969) (259)
  Acuity Brands Inc. (2,024) (254)
  Macquarie Infrastructure    
  Corp. (6,757) (250)
  WW Grainger Inc. (857) (243)
  Fluor Corp. (5,536) (243)
* Gardner Denver Holdings    
  Inc. (8,861) (240)
* XPO Logistics Inc. (2,677) (239)
  Terex Corp. (6,382) (213)
  American Airlines Group    
  Inc. (5,501) (193)
      (9,819)
Information Technology (-4.7%)  
* Cloudera Inc. (163,125) (2,245)
* Lumentum Holdings Inc. (28,174) (1,540)
  KLA-Tencor Corp. (15,500) (1,419)
  Cabot Microelectronics    
  Corp. (8,000) (781)

 

* Twilio Inc. Class A (4,572) (344)
* Nutanix Inc. (7,989) (332)
* FireEye Inc. (17,728) (328)
* Okta Inc. (5,612) (327)
* IPG Photonics Corp. (2,361) (315)
  Universal Display Corp. (2,464) (303)
* Pluralsight Inc. Class A (13,107) (294)
  NetApp Inc. (3,641) (286)
* Dell Technologies Inc.    
  Class V (3,066) (277)
* Manhattan Associates Inc. (5,595) (267)
  LogMeIn Inc. (3,095) (266)
* Autodesk Inc. (2,000) (258)
  Lam Research Corp. (1,818) (258)
* Zendesk Inc. (4,615) (254)
  MKS Instruments Inc. (3,440) (253)
* Splunk Inc. (2,532) (253)
* NCR Corp. (9,289) (249)
* Atlassian Corp. plc Class A (3,261) (247)
* Square Inc. (3,342) (245)
  Teradyne Inc. (7,105) (245)
* Pure Storage Inc. Class A (12,089) (244)
  NVIDIA Corp. (1,123) (237)
  Applied Materials Inc. (7,134) (235)
* Arista Networks Inc. (999) (230)
  Switch Inc. (25,532) (226)
* CommScope Holding Co.    
  Inc. (9,187) (221)
* ON Semiconductor Corp. (12,867) (219)
* 2U Inc. (3,447) (217)
* First Solar Inc. (5,181) (217)
  Marvell Technology Group    
  Ltd. (12,659) (208)
* Coherent Inc. (1,653) (204)
* Micron Technology Inc. (5,362) (202)
  Cypress Semiconductor    
  Corp. (15,515) (201)
* Advanced Micro Devices    
  Inc. (10,511) (191)
  Western Digital Corp. (4,044) (174)
* Akamai Technologies Inc. (1,798) (130)
  Symantec Corp. (2,745) (50)
  Cognex Corp. (633) (27)
      (15,019)
Materials (-0.3%)    
  United States Steel Corp. (10,021) (266)
* Alcoa Corp. (6,557) (229)
  Freeport-McMoRan Inc. (17,861) (208)
  Chemours Co. (6,055) (200)
      (903)
Real Estate (-0.9%)    
  Pebblebrook Hotel Trust (57,960) (1,954)
  Uniti Group Inc. (14,748) (282)

 

16


 

Alternative Strategies Fund    
 
 
 
      Market
      Value
    Shares ($000)
  Taubman Centers Inc. (4,949) (272)
  Colony Capital Inc. (46,056) (270)
* SITE Centers Corp. (20,709) (258)
      (3,036)
Utilities (-0.7%)    
  Dominion Energy Inc. (26,760) (1,911)
  NRG Energy Inc. (8,197) (297)
* PG&E Corp. (987) (46)
      (2,254)
Total Common Stocks Sold Short  
(Proceeds $85,586)   (78,768)
Temporary Cash Investments (20.0%)  
Money Market Fund (14.5%)    
1 Vanguard Market Liquidity    
  Fund, 2.308% 464,838 46,484
 
    Face  
    Amount  
    ($000)  
U. S. Government and Agency Obligations (5.5%)
2,3 United States Treasury    
  Bill, 2.043%, 11/15/18 8,000 7,993
  United States Treasury    
  Bill, 2.034%, 11/15/18 200 200
3 United States Treasury    
  Bill, 2.082%, 12/20/18 1,000 997
3 United States Treasury    
  Bill, 2.280%, 2/7/19 5,000 4,969
3 United States Treasury    
  Bill, 2.314%, 2/28/19 3,500 3,473
      17,632
Total Temporary Cash Investments  
(Cost $64,113)   64,116
†,3Other Assets and Liabilities—  
Net (39.5%)   126,338
Net Assets (100%)    
Applicable to 15,670,475 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 319,909
Net Asset Value Per Share   $20.41

 

  Amount
  ($000)
Consolidated Statement of Assets and Liabilities
Assets  
Investments in Securities,  
Long Positions, at Value  
Unaffiliated Issuers 225,855
Affiliated Issuers 46,484
Total Long Positions 272,339
Investment in Vanguard 18
Cash Segregated for Short Positions 108,059
Receivables for Accrued Income 164
Variation Margin Receivable—  
Futures Contracts 1,137
Unrealized Appreciation—  
Forward Currency Contracts 3,228
3Other Assets 19,119
Total Assets 404,064
Liabilities  
Securities Sold Short, at Value 78,768
Payables for Investment Securities  
Purchased 1,340
Payables to Vanguard 114
Variation Margin Payable—  
Futures Contracts 1,030
Unrealized Depreciation—  
Forward Currency Contracts 2,903
Total Liabilities 84,155
Net Assets 319,909
 
 
At October 31, 2018, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 306,266
Total Distributable Earnings (Loss) 13,643
Net Assets 319,909

 

See Note A in Notes to Financial Statements.
* Non-income-producing security.
† Long security positions with a value of $8,495,000 and cash of
$108,059,000 are held in a segregated account 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.
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 $9,671,000 and cash of $351,000
have been segregated as initial margin for open futures
contracts.
ADR—American Depositary Receipt.
REIT—Real Estate Investment Trust.

17


 

Alternative Strategies Fund        
 
 
Derivative Financial Instruments Outstanding as of Period End    
 
Futures Contracts        
        ($000)
        Value and
    Number of   Unrealized
    Long (Short) Notional Appreciation
  Expiration Contracts Amount (Depreciation)
Long Futures Contracts        
2-Year U. S. Treasury Note December 2018 833 175,477 (547)
5-Year U. S. Treasury Note December 2018 367 41,244 (367)
10-Year U. S. Treasury Note December 2018 224 26,530 (405)
MSCI Taiwan Index November 2018 248 9,050 163
OMX Stockholm 30 Index November 2018 520 8,716 22
Amsterdam Exchange Index November 2018 74 8,666 31
IBEX 35 Index November 2018 86 8,659 38
CAC 40 Index November 2018 150 8,651 1
FTSE 100 Index December 2018 94 8,541 (176)
Feeder Cattle1 January 2019 45 3,378 11
Natural Gas1 December 2018 101 3,294 (50)
Soybean Meal1 December 2018 106 3,248 (101)
LME Zinc1 November 2018 50 3,183 244
LME Copper1 November 2018 21 3,153 15
WTI Crude Oil1 December 2018 47 3,070 (302)
LME Lead1 November 2018 64 3,062 (245)
LME Nickel1 November 2018 44 3,020 (331)
        (1,999)
 
Short Futures Contracts        
Hang Seng Index November 2018 (56) (8,897) 1
MSCI Singapore Index November 2018 (356) (8,818) (69)
DAX 30 Index December 2018 (27) (8,763) 557
Topix Index December 2018 (60) (8,724) 918
E-mini S&P 500 Index December 2018 (63) (8,540) 583
KOSPI 200 Index December 2018 (144) (8,343) 809
Lean Hogs1 December 2018 (152) (3,554) (129)
Live Cattle1 December 2018 (72) (3,368) (20)
Sugar #111 February 2019 (224) (3,309) (259)
Cotton No. 21 December 2018 (85) (3,267) 73
Soybean1 January 2019 (76) (3,237) 113
Coffee1 December 2018 (75) (3,170) (120)
KC Hard Red Winter Wheat1 December 2018 (127) (3,132) 83
RBOB Gasoline1 December 2018 (41) (3,016) 342
        2,882
        883
1 Security is owned by the subsidiary.        

 

18


 

Alternative Strategies Fund            
 
 
Forward Currency Contracts            
            Unrealized
  Contract         Appreciation
      Contract Amount (000)  
  Settlement         (Depreciation)
Counterparty Date   Receive   Deliver ($000)
Bank of America, N.A. 11/9/18 CAD 49,658 USD 38,711 (984)
Bank of America, N.A. 11/9/18 AUD 52,960 USD 38,199 (693)
Bank of America, N.A. 11/9/18 NOK 286,411 USD 35,213 (1,224)
Bank of America, N.A. 11/9/18 USD 38,876 EUR 33,406 1,012
Bank of America, N.A. 11/9/18 USD 35,213 SEK 312,786 1,007
Bank of America, N.A. 11/9/18 USD 35,037 CHF 34,355 898
BNP Paribas 11/9/18 USD 8,085 AUD 11,200 152
BNP Paribas 11/9/18 USD 3,231 CAD 4,137 87
BNP Paribas 11/9/18 USD 2,125 GBP 1,626 45
Bank of America, N.A. 11/9/18 USD 1,466 GBP 1,134 16
Bank of America, N.A. 11/9/18 USD 1,380 AUD 1,936 9
Bank of America, N.A. 11/9/18 USD 477 GBP 374 (1)
Bank of America, N.A. 11/9/18 USD 304 AUD 430 (1)
BNP Paribas 11/9/18 USD 163 AUD 231
Bank of America, N.A. 11/9/18 USD 45 CAD 58 1
BNP Paribas 11/9/18 USD 29 EUR 25 1
            325
AUD—Australian dollar.            
CAD—Canadian dollar.            
CHF—Swiss franc.            
EUR—Euro.            
GBP—British pound.            
NOK—Norwegian krone.            
SEK—Swedish krona.            
USD—U.S. dollar.            

 

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

19


 

Alternative Strategies Fund  
 
 
Consolidated Statement of Operations  
 
  Year Ended
  October 31, 2018
  ($000)
Investment Income  
Income  
Dividends1 3,510
Interest 2 1,873
Total Income 5,383
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 244
Management and Administrative 660
Marketing and Distribution 50
Custodian Fees 100
Auditing Fees 63
Shareholders’ Reports and Proxy 2
Trustees’ Fees and Expenses 10
Dividend Expense on Securities Sold Short 1,122
Total Expenses 2,251
Expenses Paid Indirectly (24)
Net Expenses 2,227
Net Investment Income (Loss) 3,156
Realized Net Gain (Loss)  
Investment Securities—Long Positions 2 7,259
Investment Securities Sold Short (7,532)
Futures Contracts (6,886)
Forward Currency Contracts 3,305
Foreign Currencies 88
Realized Net Gain (Loss) (3,766)
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Long Positions 2 (8,864)
Investment Securities Sold Short 8,600
Futures Contracts 1,841
Forward Currency Contracts 254
Foreign Currencies 10
Change in Unrealized Appreciation (Depreciation) 1,841
Net Increase (Decrease) in Net Assets Resulting from Operations 1,231

1 Dividends are net of foreign withholding taxes of $19,000.
2 Interest income, realized net gain (loss), and change in unrealized appreciation (depreciation) from an affiliated company of the fund
were $1,240,000, ($9,000), and $1,000, respectively. Purchases and sales are for temporary cash investment purposes.

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

20


 

Alternative Strategies Fund

Consolidated Statement of Changes in Net Assets

  Year Ended October 31,
  2018 2017
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income (Loss) 3,156 1,973
Realized Net Gain (Loss) (3,766) (8,999)
Change in Unrealized Appreciation (Depreciation) 1,841 8,023
Net Increase (Decrease) in Net Assets Resulting from Operations 1,231 997
Distributions    
Net Investment Income (1,498) (1,072)
Realized Capital Gain1 (8,751)
Total Distributions (1,498) (9,823)
Capital Share Transactions    
Issued 67,391 70,512
Issued in Lieu of Cash Distributions 1,482 9,823
Redeemed (40,944) (14,643)
Net Increase (Decrease) from Capital Share Transactions 27,929 65,692
Total Increase (Decrease) 27,662 56,866
Net Assets    
Beginning of Period 292,247 235,381
End of Period 319,909 292,247

1 Includes fiscal 2018 and 2017 short-term gain distributions totaling $0 and $5,983,000, respectively. Short-term gain distributions are treated as ordinary income dividends for tax purposes.

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

21


 

Alternative Strategies Fund        
 
 
Consolidated Financial Highlights        
 
 
        Aug. 11,
        20151 to
  Year Ended October 31, Oct. 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015
Net Asset Value, Beginning of Period $20.46 $21.28 $20.23 $20.00
Investment Operations        
Net Investment Income (Loss) .197 2 .1532 .106 .004
Net Realized and Unrealized Gain (Loss) on Investments (.143) (.139) 1.039 .226
Total from Investment Operations .054 .014 1.145 .230
Distributions        
Dividends from Net Investment Income (.104) (.093) (.095)
Distributions from Realized Capital Gains (.741)
Total Distributions (.104) (.834) (.095)
Net Asset Value, End of Period $20.41 $20.46 $21.28 $20.23
 
Total Return 3 0.27% 0.11% 5.68% 1.15%
 
Ratios/Supplemental Data        
Net Assets, End of Period (Millions) $320 $292 $235 $159
Ratio of Total Expenses to Average Net Assets        
Based on Total Expenses4,5 0.66%6 0.79% 0.71% 0.73%7
Net of Dividend and Borrowing Expense on        
Securities Sold Short 0.33%6 0.35% 0.36% 0.36%7
Ratio of Net Investment Income (Loss) to Average Net Assets 0.93% 0.75% 0.50% 0.09%7
Portfolio Turnover Rate 131% 125% 120% 25%

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 dividend expense on securities sold short of 0.33%, 0.44%, 0.35%, and 0.34%, respectively.
5 Includes borrowing expense on securities sold short of 0.00%, 0.00%, 0.00%, and 0.03%, respectively.
6 The ratio of total expenses to average net assets for the period net of reduction from custody fee offset arrangement was 0.65% and
0.32%, respectively.
7 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 October 31, 2018, the fund held $15,271,000 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 15,356
Total Liabilities (85)
Net Assets 15,271
Net Investment Income (Loss) 63
Realized Net Gain (Loss) (1,129)
Change in Unrealized Appreciation (Depreciation) (1,239)
Net Increase (Decrease) in Net Assets Resulting from Operations (2,305)

 

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

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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 fund also uses interest rate 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 fund uses global equity index futures contracts to capture excess return opportunities. The primary risk associated with the use of futures contracts are imperfect correlation between changes in market values of the underlying securities or commodities and the prices of futures contracts, and the possibility of an illiquid market. In addition, commodity futures trading is volatile, and even a small movement in market prices could cause large losses. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract.

Any assets pledged as initial margin for open contracts are noted in the Consolidated Statement of Net Assets.

Futures contracts are valued at their quoted daily settlement prices. The notional amounts of the contracts are not recorded in the Consolidated Statement of Net Assets. 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 year ended October 31, 2018, the fund’s average investments in long and short futures contracts represented 100% and 23% of net assets, respectively, based on the average of notional amounts at each quarter-end during the period.

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 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

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Alternative Strategies Fund

reduced by any collateral the fund has 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 Net Assets. 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 year ended October 31, 2018, the fund’s average investment in forward currency contracts represented 7% 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, 2015–2018), and has concluded that no provision for federal income tax is required in the fund’s financial statements.

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Alternative Strategies Fund

7. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes.

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 October 31, 2018, 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 October 31, 2018, the fund had contributed to Vanguard capital in the amount of $18,000, 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. The fund’s custodian bank has agreed to reduce its fees when the fund maintains cash on deposit in the non-interest-bearing custody account. For the period ended October 31, 2018, custodian fee offset arrangements reduced the fund’s expenses by $24,000 (an annual rate of 0.01% of average net assets).

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.

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Alternative Strategies Fund

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

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

Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments valued with significant unobservable inputs are noted on the Consolidated Statement of Net Assets.

The following table summarizes the market value of the fund’s investments as of October 31, 2018, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks—Long Positions 191,895 16,328
Common Stocks Sold Short (78,768)
Temporary Cash Investments 46,484 17,632
Futures Contracts—Assets1 1,137
Futures Contracts—Liabilities1 (1,030)
Forward Currency Contracts—Assets 3,228
Forward Currency Contracts—Liabilities (2,903)
Total 159,718 34,285
1 Represents variation margin on the last day of the reporting period.      

 

E. At October 31, 2018, the fair values of derivatives were reflected in the Consolidated Statement of Assets and Liabilities as follows:

      Interest Foreign  
  Equity Commodity Rate Exchange  
Consolidated Statement of Contracts Contracts Contracts Contracts Total
Assets and Liabilities Caption ($000) ($000) ($000) ($000) ($000)
Variation Margin Receivable—          
Futures Contracts 838 299 1,137
Unrealized Appreciation—          
Forward Currency Contracts 3,228 3,228
Total Assets 838 299 3,228 4,365
Variation Margin Payable—          
Futures Contracts (698) (71) (261) (1,030)
Unrealized Depreciation—          
Forward Currency Contracts (2,903) (2,903)
Total Liabilities (698) (71) (261) (2,903) (3,933)

 

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Alternative Strategies Fund

Realized net gain (loss) and the change in unrealized appreciation (depreciation) on derivatives for the year ended October 31, 2018, were:

      Interest Foreign  
  Equity Commodity Rate Exchange  
Realized Net Gain (Loss) Contracts Contracts Contracts Contracts Total
on Derivatives ($000) ($000) ($000) ($000) ($000)
Futures Contracts (46) (1,126) (5,714) (6,886)
Forward Currency Contracts 3,305 3,305
Realized Net Gain (Loss) on Derivatives (46) (1,126) (5,714) 3,305 (3,581)
 
Change in Unrealized Appreciation (Depreciation) on Derivatives      
Futures Contracts 2,878 (1,241) 204 1,841
Forward Currency Contracts 254 254
Change in Unrealized Appreciation          
(Depreciation) on Derivatives 2,878 (1,241) 204 254 2,095

 

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        
  Reflected in Reflected in   Amounts Not Offset in the  
   Consolidated  Consolidated   Consolidated Statement  Net
  Statement of  Statement of Net Amount of Assets and Liabilities Exposure3
  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. 2,943 (2,903) 40 40
BNP Paribas 285 285 254 31
Exchange-Traded Index            
Futures Contracts 838 (698) 140 6,256
Exchange-Traded            
Commodity Futures            
Contracts 299 (71) 228 2,769
Exchange-Traded            
Interest Rate Futures            
Contracts (261) (261) 997
Total 4,365 (3,933) 432 10,022 254 71

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 may not exchange collateral if amount is below a specified minimum transfer amount.

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Alternative Strategies Fund

F. Permanent differences between book-basis and tax-basis components of net assets are reclassified among capital accounts in the financial statements to reflect their tax character. These reclassifications have no effect on net assets or net asset value per share. As of period end, the following permanent differences primarily attributable to the accounting for foreign currency transactions and passive foreign investment companies were reclassified to the following accounts:

  Amount
  ($000)
Paid-in Capital (2,365)
Total Distributable Earnings (Loss) 2,365

 

Temporary differences between book-basis and tax-basis components of total distributable earnings (loss) arise when certain items of income, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. The differences are primarily related to the tax deferral of losses on wash sales, the realization of unrealized gains or losses on certain futures contracts and forward currency contracts; and unrealized gains on passive foreign investment companies. As of period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:

  Amount
  ($000)
Undistributed Ordinary Income 3,379
Undistributed Long-Term Gains
Capital Loss Carryforwards (Non-expiring) (2,919)
Net Unrealized Gains (Losses) 12,846

 

As of October 31, 2018, gross unrealized appreciation and depreciation for investments, derivatives, and securities sold short based on cost for U.S. federal income tax purposes were as follows:

  Amount
  ($000)
Tax Cost 267,548
Gross Unrealized Appreciation 26,699
Gross Unrealized Depreciation (13,852)
Net Unrealized Appreciation (Depreciation) 12,847

 

G. During the year ended October 31, 2018, the fund purchased $387,519,000 of investment securities and sold $282,992,000 of investment securities, other than temporary cash investments. The proceeds of short sales and the cost of purchases to cover short sales were $123,559,000 and $104,161,000, respectively.

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Alternative Strategies Fund    
 
 
 
 
H. Capital shares issued and redeemed were:    
  Year Ended Year Ended
  October 31, 2018 October 31, 2017
  Shares Shares
  (000) (000)
Issued 3,346 3,467
Issued in Lieu of Cash Distributions 74 484
Redeemed (2,032) (728)
Net Increase (Decrease) in Shares Outstanding 1,388 3,223

At October 31, 2018, Vanguard Managed Payout Fund was the record or beneficial owner of 73% of the fund’s net assets.

I. Management has determined that no events or transactions occurred subsequent to October 31, 2018, that would require recognition or disclosure in these financial statements.

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Vanguard Trustees’ Equity Fund and Shareholders of Vanguard Alternative Strategies Fund

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of net assets and consolidated statement of assets and liabilities of Vanguard Alternative Strategies Fund (one of the funds constituting Vanguard Trustees’ Equity Fund, referred to hereafter as the “Fund”) as of October 31, 2018, the related consolidated statement of operations for the year ended October 31, 2018, the consolidated statement of changes in net assets for each of the two years in the period ended October 31, 2018, including the related notes, and the consolidated financial highlights for each of the periods indicated therein (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2018 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our procedures included confirmation of securities owned as of October 31, 2018 by correspondence with the custodians and brokers and by agreement to the underlying ownership records of the transfer agent; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 18, 2018

We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.

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Special 2018 tax information (unaudited) for Vanguard Alternative Strategies Fund

This information for the fiscal year ended October 31, 2018, is included pursuant to provisions of the Internal Revenue Code.

The fund distributed $1,498,000 of qualified dividend income to shareholders during the fiscal year.

For corporate shareholders, 60.6% of investment income (dividend income plus short-term gains, if any) qualifies for the dividends-received deduction.

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Your Fund’s After-Tax Returns

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

Calculations are based on the highest individual federal income tax and capital gains tax rates in effect at the times of the distributions and the hypothetical sales. State and local taxes were not considered. After-tax returns reflect any qualified dividend income, using actual prior-year figures and estimates for 2018. (In the example, returns after the sale of fund shares may be higher than those assuming no sale. This occurs when the sale would have produced a capital loss. The calculation assumes that the investor received a tax deduction for the loss.)

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

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

Average Annual Total Returns: Alternative Strategies Fund    
Periods Ended October 31, 2018    
    Since
  One Inception
  Year (8/11/2015)
Returns Before Taxes 0.27% 2.21%
Returns After Taxes on Distributions 0.15 1.66
Returns After Taxes on Distributions and Sale of Fund Shares 0.25 1.51

 

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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.

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Six Months Ended October 31, 2018      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Alternative Strategies Fund 4/30/2018 10/31/2018 Period
Based on Actual Fund Return $1,000.00 $1,016.43 $4.02
Based on Hypothetical 5% Yearly Return 1,000.00 1,021.22 4.02

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 0.79%. 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 (184/365).

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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 Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

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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 211 Vanguard funds.

Information for each trustee and executive officer of the fund appears below. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

Interested Trustees1

F. William McNabb III

Born in 1957. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: chairman of the board (January 2010–present) of Vanguard and of each of the investment companies served by Vanguard, trustee (2009–present) of each of the investment companies served by Vanguard, and director (2008–present) of Vanguard. Chief executive officer and president (2008–2017) of Vanguard and each of the investment companies served by Vanguard, managing director (1995–2008) of Vanguard, and director (1997–2018) of Vanguard Marketing Corporation. Director (2018–present) of UnitedHealth Group.

Mortimer J. Buckley

Born in 1969. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chief executive officer (January 2018–present) of Vanguard; chief executive officer, president, and trustee (January 2018–present) of each of the investment companies served by Vanguard; president and director (2017–present) of Vanguard; and president (February 2018–present) of Vanguard Marketing Corporation. Chief investment officer (2013–2017), managing director (2002–2017), head of the Retail Investor Group (2006–2012), and chief information officer (2001–2006) of Vanguard. Chairman of the board (2011–2017) of the Children’s Hospital of Philadelphia.

Independent Trustees

Emerson U. Fullwood

Born in 1948. Trustee since January 2008. Principal occupation(s) during the past five years and other experience: executive chief staff and marketing officer for North America and corporate vice president (retired 2008) of Xerox Corporation (document management products and services). Former president of the Worldwide Channels Group, Latin America, and Worldwide Customer Service and executive chief staff officer of Developing Markets of Xerox. Executive in residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology. Lead director of SPX FLOW, Inc. (multi-industry manufacturing). Director of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, and Roberts Wesleyan College. Trustee of the University of Rochester.

Amy Gutmann

Born in 1949. Trustee since June 2006. Principal occupation(s) during the past five years and other experience: president (2004–present) 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.

1 Mr. McNabb and Mr. Buckley are considered “interested persons,” as defined in the Investment Company Act of 1940, because they are officers of the Vanguard funds.


 

JoAnn Heffernan Heisen

Born in 1950. Trustee since July 1998. Principal occupation(s) during the past five years and other experience: corporate vice president of Johnson & Johnson (pharmaceuticals/medical devices/consumer products) and member of its executive committee (1997–2008). Chief global diversity officer (retired 2008), vice president and chief information officer (1997–2006), controller (1995–1997), treasurer (1991–1995), and assistant treasurer (1989–1991) of Johnson & Johnson. 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 in 1949. Trustee since October 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2009) and vice chairman of the board (2008–2009) of Cummins Inc. (industrial machinery). Chairman of the board of Hillenbrand, Inc. (specialized consumer services), Oxfam America, and the Lumina Foundation for Education. Director of 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 in 1953. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: senior vice president and chief financial officer (retired 2013) of IBM (information technology services). Fiduciary member of IBM’s Retirement Plan Committee (2004–2013), senior vice president and general manager (2002–2004) of IBM Global Financing, vice president and controller (1998–2002) of IBM, and a variety of other prior management roles at IBM. Member of the Council on Chicago Booth.

Scott C. Malpass

Born in 1962. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: chief investment officer (1989–present) and vice president (1996–present) of the University of Notre Dame. Assistant professor of finance at the Mendoza College of Business, University of Notre Dame, and member of the Notre Dame 403(b) Investment Committee. Chairman of the board of TIFF Advisory Services, Inc. Member of the board of Catholic Investment Services, Inc. (investment advisors), the board of advisors for Spruceview Capital Partners, and the board of superintendence of the Institute for the Works of Religion.

Deanna Mulligan

Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: president (2010–present) and chief executive officer (2011–present) of The Guardian Life Insurance Company of America. Chief operating officer (2010–2011) and executive vice president (2008–2010) of Individual Life and Disability of The Guardian Life Insurance Company of America. Member of the board of The Guardian Life Insurance Company of America, the American Council of Life Insurers, the Partnership for New York City (business leadership), and the Committee Encouraging Corporate Philanthropy. Trustee of the Economic Club of New York and the Bruce Museum (arts and science). Member of the Advisory Council for the Stanford Graduate School of Business.

André F. Perold

Born in 1952. Trustee since December 2004. Principal occupation(s) during the past five years and other experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011). Chief investment officer and co-managing partner of HighVista Strategies LLC (private investment firm). Overseer of the Museum of Fine Arts Boston.

Sarah Bloom Raskin

Born in 1961. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: deputy secretary (2014–2017) of the United States Department of the Treasury. Governor (2010–2014) of the Federal Reserve Board. Commissioner (2007–2010) of financial regulation for the State of Maryland. Member of the board of directors (2012–2014) of Neighborhood Reinvestment Corporation. Director of i(x) Investments, LLC.

Peter F. Volanakis

Born in 1955. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2010) of Corning Incorporated (communications equipment) and director of Corning Incorporated (2000–2010) and Dow Corning (2001–2010). Director (2012) of SPX Corporation (multi-industry manufacturing). Overseer of the Amos Tuck School of Business Administration, Dartmouth College (2001–2013). 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 in 1967. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Investment stewardship officer (2017–present), treasurer (2015–2017), controller (2010–2015), and assistant controller (2001–2010) of each of the investment companies served by Vanguard.

Christine M. Buchanan

Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard and global head of Fund Administration at Vanguard. Treasurer (2017–present) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG LLP (audit, tax, and advisory services).

Brian Dvorak

Born in 1973. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief compliance officer (2017–present) of Vanguard and each of the investment companies served by Vanguard. Assistant vice president (2017–present) of Vanguard Marketing Corporation. Vice president and director of Enterprise Risk Management (2011–2013) at Oppenheimer Funds, Inc.

Thomas J. Higgins

Born in 1957. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2008–present) and treasurer (1998–2008) of each of the investment companies served by Vanguard.

Peter Mahoney

Born in 1974. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Controller (2015–present) of each of the investment companies served by Vanguard. Head of International Fund Services (2008–2014) at Vanguard.

Anne E. Robinson

Born in 1970. Principal occupation(s) during the past five years and other experience: general counsel (2016–present) of Vanguard. Secretary (2016–present) of Vanguard and of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Director and senior vice president (2016–2018) of Vanguard Marketing Corporation. Managing director and general counsel of Global Cards and Consumer Services (2014–2016) at Citigroup. Counsel (2003–2014) at American Express.

Michael Rollings

Born in 1963. Principal occupation(s) during the past five years and other experience: finance director (2017–present) and treasurer (2017) of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Chief financial officer (2016–present) of Vanguard. Director (2016–present) of Vanguard Marketing Corporation. Executive vice president and chief financial officer (2006–2016) of MassMutual Financial Group.

Vanguard Senior Management Team
 
Joseph Brennan Chris D. McIsaac
Mortimer J. Buckley James M. Norris
Gregory Davis Thomas M. Rampulla
John James Karin A. Risi
Martha G. King Anne E. Robinson
John T. Marcante Michael Rollings
 
 
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

 


 

 

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This material may be used in conjunction  
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by  
the fund’s current prospectus.  
 
All comparative mutual fund data are from 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 information about your fund on the  
SEC’s website, and you can receive copies of this  
information, for a fee, by sending a request via email  
addressed to publicinfo@sec.gov.  
  © 2018 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q12980 122018

 


 

Annual Report | October 31, 2018
Vanguard Diversified Equity Fund
 
 
 

 


 

Vanguard’s Principles for Investing Success

We want to give you the best chance of investment success. These principles, grounded in Vanguard’s research and experience, can put you on the right path.

Goals. Create clear, appropriate investment goals.

Balance. Develop a suitable asset allocation using broadly diversified funds. Cost. Minimize cost.

Discipline. Maintain perspective and long-term discipline.

A single theme unites these principles: Focus on the things you can control.

We believe there is no wiser course for any investor.

Contents  
Your Fund’s Performance at a Glance. 1
CEO’s Perspective. 3
Fund Profile. 5
Performance Summary. 6
Financial Statements. 8
Your Fund’s After-Tax Returns. 19
About Your Fund’s Expenses. 20
Glossary. 22

 

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.


 

Your Fund’s Performance at a Glance

• For the 12 months ended October 31, 2018, Vanguard Diversified Equity Fund returned 6.55%, slightly behind the return of its benchmark but ahead of the average return of its multi-capitalization core fund peers.

• The broad stock market also returned more than 6% for the fiscal year as corporate earnings remained strong and the U.S. economy continued to grow. Growth stocks outperformed their value counterparts, while large-capitalization stocks surpassed mid- and small-caps.

• As a “fund of funds,” the Diversified Equity Fund 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.

• Results for the underlying funds ranged from about –2% for Vanguard Windsor Fund to about 12% for Vanguard Explorer Fund.

Total Returns: Fiscal Year Ended October 31, 2018  
  Total
  Returns
Vanguard Diversified Equity Fund 6.55%
MSCI US Broad Market Index 6.63
Multi-Cap Core Funds Average 3.40
Multi-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.  
 
 
Total Returns: Ten Years Ended October 31, 2018  
  Average
  Annual Return
Diversified Equity Fund 13.42%
MSCI US Broad Market Index 13.44
Multi-Cap Core Funds Average 11.40
Multi-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.  

The figures shown represent past performance, which is not a guarantee of future results. (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.

1


 

Expense Ratios    
Your Fund Compared With Its Peer Group    
  Acquired Fund Fees Peer Group
  and Expenses Average
Diversified Equity Fund 0.36% 1.11%

The acquired fund fees and expenses—drawn from the prospectus dated February 22, 2018—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 fiscal year ended October 31, 2018, 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 2017.

Peer group: Multi-Cap Core Funds.

Underlying Funds: Allocations and Returns    
Twelve Months Ended October 31, 2018    
  Percentage of  
  Diversified Equity Fund  
Vanguard Fund Assets Total Returns
Vanguard Growth and Income Fund Investor Shares 20.0% 7.36%
Vanguard U.S. Growth Fund Investor Shares 15.1 10.98
Vanguard Morgan™ Growth Fund Investor Shares 15.0 9.13
Vanguard Windsor™ II Fund Investor Shares 15.0 4.44
Vanguard Windsor Fund Investor Shares 15.0 -1.69
Vanguard Explorer™ Fund Investor Shares 9.9 12.12
Vanguard Capital Value Fund 5.0 -0.80
Vanguard Mid-Cap Growth Fund 5.0 9.61
Combined 100.0% 6.55%

 

2


 

CEO’s Perspective


Tim Buckley
President and Chief Executive Officer

Dear Shareholder,

Over the years, I’ve found that prudent investors exhibit a common trait: discipline. No matter how the markets move or what new investing fad hits the headlines, those who stay focused on their goals and tune out the noise are set up for long-term success.

The prime gateway to investing is saving, and you don’t usually become a saver without a healthy dose of discipline. Savers make the decision to sock away part of their income, which means spending less and delaying gratification, no matter how difficult that may be.

Of course, disciplined investing extends beyond diligent saving. The financial markets, in the short term especially, are unpredictable; I have yet to meet the investor who can time them perfectly. It takes discipline to resist the urge to go all-in when markets are frothy or to retreat when things look bleak.

Staying put with your investments is one strategy for handling volatility. Another, rebalancing, requires even more discipline because it means steering your money away from strong performers and toward poorer performers.

Patience—a form of discipline—is also the friend of long-term investors. Higher returns are the potential reward for weathering the market’s turbulence and uncertainty.

3


 

We have been enjoying one of the longest bull markets in history, but it won’t continue forever. Prepare yourself now for how you will react when volatility comes back. Don’t panic. Don’t chase returns or look for answers outside the asset classes you trust. And be sure to rebalance periodically, even when there’s turmoil.

Whether you’re a master of self-control, get a boost from technology, or work with a professional advisor, know that discipline is necessary to get the most out of your investment portfolio. And know that Vanguard is with you for the entire ride.

Thank you for your continued loyalty.

Sincerely,


Mortimer J. Buckley
President and Chief Executive Officer
November 16, 2018

Market Barometer      
    Average Annual Total Returns
    Periods Ended October 31, 2018
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) 6.98% 11.31% 11.05%
Russell 2000 Index (Small-caps) 1.85 10.68 8.01
Russell 3000 Index (Broad U.S. market) 6.60 11.27 10.81
FTSE All-World ex US Index (International) -7.99 4.57 2.01
 
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index      
(Broad taxable market) -2.05% 1.04% 1.83%
Bloomberg Barclays Municipal Bond Index      
(Broad tax-exempt market) -0.51 1.90 3.25
FTSE Three-Month U. S. Treasury Bill Index 1.67 0.86 0.52
 
CPI      
Consumer Price Index 2.52% 2.07% 1.60%

 

4


 

Diversified Equity Fund

Fund Profile

As of October 31, 2018

Portfolio Characteristics    
    MSCI US
    Broad Market
  Fund Index
Number of Stocks 1,652 3,008
Median Market Cap $44.0B $71.6B
Price/Earnings Ratio 19.2x 18.6x
Price/Book Ratio 3.0x 2.9x
Return on Equity 14.5% 15.0%
Earnings Growth    
Rate 10.1% 8.1%
Dividend Yield 1.6% 1.9%
Turnover Rate 8%
Ticker Symbol VDEQX
Acquired Fund Fees    
and Expenses1 0.36%
30-Day SEC Yield 1.19%

 

Allocation to Underlying Vanguard Funds  
Vanguard Growth and Income Fund  
Investor Shares 20.0%
Vanguard U.S. Growth Fund  
Investor Shares 15.1
Vanguard Morgan Growth Fund  
Investor Shares 15.0
Vanguard Windsor II Fund Investor  
Shares 15.0
Vanguard Windsor Fund Investor  
Shares 15.0
Vanguard Explorer Fund Investor  
Shares 9.9
Vanguard Capital Value Fund 5.0
Vanguard Mid-Cap Growth Fund 5.0

 

Volatility Measures  
  MSCI US
  Broad Market
  Index
R-Squared 0.98
Beta 1.06

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

 

Sector Diversification (% of equity exposure)
Consumer Discretionary 10.9%
Consumer Staples 6.0
Energy 5.6
Financials 13.5
Health Care 15.8
Industrials 11.0
Information Technology 23.3
Materials 3.3
Real Estate 1.8
Telecommunication Services 6.9
Utilities 1.9

Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period. Fund percentages reflect holdings of underlying funds.

1 This figure—drawn from the prospectus dated February 22, 2018—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 fiscal year ended October 31, 2018, the annualized acquired fund fees and expenses were 0.36%.

5


 

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.

Cumulative Performance: October 31, 2008, Through October 31, 2018
Initial Investment of $10,000


  Average Annual Total Returns  
  Periods Ended October 31, 2018  
        Final Value
  One Five Ten of a $10,000
  Year Years Years Investment
Diversified Equity Fund 6.55% 10.16% 13.42% $35,229
MSCI US Broad Market Index 6.63 10.86 13.44 35,306
Multi-Cap Core Funds Average 3.40 8.02 11.40 29,425

Multi-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

See Financial Highlights for dividend and capital gains information.

6


 

Diversified Equity Fund

Fiscal-Year Total Returns (%): October 31, 2008, Through October 31, 2018


Average Annual Total Returns: Periods Ended September 30, 2018
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 18.86% 12.94% 12.17%

 

7


 

Diversified Equity Fund

Financial Statements

Statement of Net Assets
As of October 31, 2018

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.

    Market
    Value
  Shares ($000)
Investment Companies (100.0%)    
U.S. Stock Funds (100.0%)    
Vanguard Growth and Income Fund Investor Shares 7,071,284 341,967
Vanguard U. S. Growth Fund Investor Shares 6,555,998 258,175
Vanguard Morgan Growth Fund Investor Shares 8,244,964 256,583
Vanguard Windsor II Fund Investor Shares 6,855,009 256,309
Vanguard Windsor Fund Investor Shares 11,629,929 256,091
Vanguard Explorer Fund Investor Shares 1,656,821 169,410
Vanguard Capital Value Fund 6,787,091 85,721
Vanguard Mid-Cap Growth Fund 3,015,967 84,689
Total Investment Companies (Cost $1,159,552)   1,708,945
Other Assets and Liabilities (0.0%)    
Other Assets   1,003
Liabilities   (1,211)
    (208)
Net Assets (100%)    
Applicable to 47,625,681 outstanding $.001 par value shares of    
beneficial interest (unlimited authorization)   1,708,737
Net Asset Value Per Share   $35.88
 
    Amount
    ($000)
Statement of Assets and Liabilities    
Assets    
Investments in Securities, at Value—Affiliated Funds   1,708,945
Receivables for Investment Securities Sold   439
Receivables for Capital Shares Issued   564
Total Assets   1,709,948
Liabilities    
Payables for Capital Shares Redeemed   692
Other Liabilities   519
Total Liabilities   1,211
Net Assets   1,708,737

 

8


 

Diversified Equity Fund  
 
 
At October 31, 2018, net assets consisted of:  
  Amount
  ($000)
Paid-in Capital 1,093,500
Total Distributable Earnings (Loss) 615,237
Net Assets 1,708,737
• See Note A in Notes to Financial Statements.  

 

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

9


 

Diversified Equity Fund  
 
 
Statement of Operations  
 
  Year Ended
  October 31, 2018
  ($000)
Investment Income  
Income  
Income Distributions Received from Affiliated Funds 17,250
Net Investment Income—Note B 17,250
Realized Net Gain (Loss)  
Capital Gain Distributions Received from Affiliated Funds 73,637
Affiliated Funds Sold 7,688
Realized Net Gain (Loss) 81,325
Change in Unrealized Appreciation (Depreciation) from Affiliated Funds (16,628)
Net Increase (Decrease) in Net Assets Resulting from Operations 81,947

 

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

10


 

Diversified Equity Fund    
 
 
Statement of Changes in Net Assets    
 
  Year Ended October 31,
  2018 2017
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 17,250 17,822
Realized Net Gain (Loss) 81,325 63,264
Change in Unrealized Appreciation (Depreciation) (16,628) 215,205
Net Increase (Decrease) in Net Assets Resulting from Operations 81,947 296,291
Distributions    
Net Investment Income (15,286) (16,846)
Realized Capital Gain1 (69,091) (77,095)
Total Distributions (84,377) (93,941)
Capital Share Transactions    
Issued 467,373 107,815
Issued in Lieu of Cash Distributions 80,017 89,282
Redeemed (275,188) (236,646)
Net Increase (Decrease) from Capital Share Transactions 272,202 (39,549)
Total Increase (Decrease) 269,772 162,801
Net Assets    
Beginning of Period 1,438,965 1,276,164
End of Period 1,708,737 1,438,965

1 Includes fiscal 2018 and 2017 short-term gain distributions totaling $13,729,000 and $1,082,000, respectively. Short-term gain distributions are treated as ordinary income dividends for tax purposes.

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

11


 

Diversified Equity Fund          
 
 
Financial Highlights          
 
 
For a Share Outstanding     Year Ended October 31,
Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $35.57 $30.76 $33.15 $33.18 $29.43
Investment Operations          
Net Investment Income 0.3951 .4281 .397 .394 .3221
Capital Gain Distributions Received 1.6861 1.0641 .860 2.606 .8481
Net Realized and Unrealized Gain (Loss)          
on Investments 0.206 5.627 (.836) (1.453) 3.243
Total from Investment Operations 2.287 7.119 .421 1.547 4.413
Distributions          
Dividends from Net Investment Income (0.358) (. 414) (. 362) (. 342) (. 283)
Distributions from Realized Capital Gains (1.619) (1.895) (2.449) (1.235) (.380)
Total Distributions (1.977) (2.309) (2.811) (1.577) (.663)
Net Asset Value, End of Period $35.88 $35.57 $30.76 $33.15 $33.18
 
Total Return2 6.55% 24.47% 1.39% 4.71% 15.20%
 
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $1,709 $1,439 $1,276 $1,456 $1,513
Ratio of Total Expenses to Average Net Assets
Acquired Fund Fees and Expenses 0.36% 0.36% 0.36% 0.40% 0.41%
Ratio of Net Investment Income to          
Average Net Assets 1.07% 1.31% 1.26% 1.16% 1.03%
Portfolio Turnover Rate 8% 5% 9% 10% 5%

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.

12


 

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, 2015–2018), 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. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes.

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 October 31, 2018, 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.

13


 

Diversified Equity Fund

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 October 31, 2018, 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.

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). Any investments valued with significant unobservable inputs are noted on the Statement of Net Assets.

At October 31, 2018, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.

D. Permanent differences between book-basis and tax-basis components of net assets are reclassified among capital accounts in the financial statements to reflect their tax character. These reclassifications have no effect on net assets or net asset value per share. As of period end, the following permanent differences primarily attributable to the accounting for distributions in connection with fund share redemptions were reclassified to the following accounts:

  Amount
  ($000)
Paid-in Capital 9,485
Total Distributable Earnings (Loss) (9,485)

 

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Diversified Equity Fund

Temporary differences between book-basis and tax-basis components of total distributable earnings (loss) arise when certain items of income, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. The differences are primarily related to the tax deferral of losses on wash sales. As of period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:

  Amount
  ($000)
Undistributed Ordinary Income 7,553
Undistributed Long-Term Gains 58,291
Capital Loss Carryforwards (Non-expiring)
Net Unrealized Gains (Losses) 549,393

 

As of October 31, 2018, gross unrealized appreciation and depreciation for investments based on cost for U.S. federal income tax purposes were as follows:

  Amount
  ($000)
Tax Cost 1,159,552
Gross Unrealized Appreciation 566,214
Gross Unrealized Depreciation (16,821)
Net Unrealized Appreciation (Depreciation) 549,393

 

E. Capital shares issued and redeemed were:

  Year Ended October 31,
  2018 2017
  Shares Shares
  (000) (000)
Issued 12,393 3,295
Issued in Lieu of Cash Distributions 2,279 2,953
Redeemed (7,499) (7,286)
Net Increase (Decrease) in Shares Outstanding 7,173 (1,038)

 

15


 

Diversified Equity Fund

F. Transactions during the period in affiliated underlying Vanguard funds were as follows:  
 
          Current Period Transactions  
  Oct. 31,   Proceeds  Realized       Oct. 31,
  2017   from Net Change in   Capital Gain 2018
  Market  Purchases  Securities Gain   Unrealized   Distributions Market
  Value at Cost Sold (Loss) App. (Dep.)   Income Received Value
  ($000) ($000) ($000) ($000) ($000)  ($000) ($000) ($000)
Vanguard Market                
Liquidity Fund NA1 NA1 1
Vanguard Capital                
Value Fund 70,852 18,646 557 (13) (3,207) 1,429 85,721
Vanguard                
Explorer Fund 144,428 48,896 24,282 1,967 (1,599) 669 15,359 169,410
Vanguard Growth                
and Income Fund 287,833 67,006 15,952 576 2,504 4,188 12,102 341,967
Vanguard Mid-                
Cap Growth Fund 72,557 15,103 6,985 529 3,485 258 2,246 84,689
Vanguard Morgan                
Growth Fund 217,059 58,482 20,411 1,489 (36) 1,845 14,992 256,583
Vanguard U.S.                
Growth Fund 217,205 57,422 28,132 3,286 8,394 836 9,718 258,175
Vanguard                
Windsor Fund 214,573 66,120 7,760 (59) (16,783) 3,671 5,931 256,091
Vanguard                
Windsor II Fund 214,804 71,297 20,319 (87) (9,386) 4,353 13,289 256,309
Total 1,439,311 402,972 124,398 7,688 (16,628) 17,250 73,637 1,708,945
1 Not applicable—purchases and sales are for temporary cash investment purposes.      

 

G. Management has determined that no events or transactions occurred subsequent to October 31, 2018, that would require recognition or disclosure in these financial statements.

16


 

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Vanguard Trustees’ Equity Fund and Shareholders of Vanguard Diversified Equity Fund

Opinion on the Financial Statements

We have audited the accompanying statement of net assets and statement of assets and liabilities of Vanguard Diversified Equity Fund (one of the funds constituting Vanguard Trustees’ Equity Fund, referred to hereafter as the “Fund”) as of October 31, 2018, the related statement of operations for the year ended October 31, 2018, the statement of changes in net assets for each of the two years in the period ended October 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2018 and the financial highlights for each of the five years in the period ended October 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2018 by agreement to the underlying ownership records of the transfer agent. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 13, 2018

We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.

17


 

Special 2018 tax information (unaudited) for Vanguard Diversified Equity Fund

This information for the fiscal year ended October 31, 2018, is included pursuant to provisions of the Internal Revenue Code.

The fund distributed 61,571,000 as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.

For nonresident alien shareholders, 100% of short-term capital gain dividends distributed by the fund are qualified short-term capital gains.

The fund distributed $17,036,000 of qualified dividend income to shareholders during the fiscal year.

For corporate shareholders, 74.5% of investment income (dividend income plus short-term gains, if any) qualifies for the dividends-received deduction.

18


 

Your Fund’s After-Tax Returns

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

Calculations are based on the highest individual federal income tax and capital gains tax rates in effect at the times of the distributions and the hypothetical sales. State and local taxes were not considered. After-tax returns reflect any qualified dividend income, using actual prior-year figures and estimates for 2018. (In the example, returns after the sale of fund shares may be higher than those assuming no sale. This occurs when the sale would have produced a capital loss. The calculation assumes that the investor received a tax deduction for the loss.)

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

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

Average Annual Total Returns: Diversified Equity Fund      
Periods Ended October 31, 2018      
  One Five Ten
  Year Years Years
Returns Before Taxes 6.55% 10.16% 13.42%
Returns After Taxes on Distributions 5.04 8.58 12.40
Returns After Taxes on Distributions and Sale of Fund Shares 4.65 7.70 11.04

 

19


 

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.

20


 

Six Months Ended October 31, 2018      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Diversified Equity Fund 4/30/2018 10/31/2018 Period
Based on Actual Fund Return $1,000.00 $1,065.50 $1.87
Based on Hypothetical 5% Yearly Return 1,000.00 1,023.39 1.84

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 (184/365).

21


 

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.

22


 

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.

23


 

The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

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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 211 Vanguard funds.

Information for each trustee and executive officer of the fund appears below. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

Interested Trustees1

F. William McNabb III

Born in 1957. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: chairman of the board (January 2010–present) of Vanguard and of each of the investment companies served by Vanguard, trustee (2009–present) of each of the investment companies served by Vanguard, and director (2008–present) of Vanguard. Chief executive officer and president (2008–2017) of Vanguard and each of the investment companies served by Vanguard, managing director (1995–2008) of Vanguard, and director (1997–2018) of Vanguard Marketing Corporation. Director (2018–present) of UnitedHealth Group.

Mortimer J. Buckley

Born in 1969. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chief executive officer (January 2018–present) of Vanguard; chief executive officer, president, and trustee (January 2018–present) of each of the investment companies served by Vanguard; president and director (2017–present) of Vanguard; and president (February 2018–present) of Vanguard Marketing Corporation. Chief investment officer (2013–2017), managing director (2002–2017), head of the Retail Investor Group (2006–2012), and chief information officer (2001–2006) of Vanguard. Chairman of the board (2011–2017) of the Children’s Hospital of Philadelphia.

Independent Trustees

Emerson U. Fullwood

Born in 1948. Trustee since January 2008. Principal occupation(s) during the past five years and other experience: executive chief staff and marketing officer for North America and corporate vice president (retired 2008) of Xerox Corporation (document management products and services). Former president of the Worldwide Channels Group, Latin America, and Worldwide Customer Service and executive chief staff officer of Developing Markets of Xerox. Executive in residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology. Lead director of SPX FLOW, Inc. (multi-industry manufacturing). Director of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, and Roberts Wesleyan College. Trustee of the University of Rochester.

Amy Gutmann

Born in 1949. Trustee since June 2006. Principal occupation(s) during the past five years and other experience: president (2004–present) 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.

1 Mr. McNabb and Mr. Buckley are considered “interested persons,” as defined in the Investment Company Act of 1940, because they are officers of the Vanguard funds.


 

JoAnn Heffernan Heisen

Born in 1950. Trustee since July 1998. Principal occupation(s) during the past five years and other experience: corporate vice president of Johnson & Johnson (pharmaceuticals/medical devices/consumer products) and member of its executive committee (1997–2008). Chief global diversity officer (retired 2008), vice president and chief information officer (1997–2006), controller (1995–1997), treasurer (1991–1995), and assistant treasurer (1989–1991) of Johnson & Johnson. 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 in 1949. Trustee since October 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2009) and vice chairman of the board (2008–2009) of Cummins Inc. (industrial machinery). Chairman of the board of Hillenbrand, Inc. (specialized consumer services), Oxfam America, and the Lumina Foundation for Education. Director of 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 in 1953. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: senior vice president and chief financial officer (retired 2013) of IBM (information technology services). Fiduciary member of IBM’s Retirement Plan Committee (2004–2013), senior vice president and general manager (2002–2004) of IBM Global Financing, vice president and controller (1998–2002) of IBM, and a variety of other prior management roles at IBM. Member of the Council on Chicago Booth.

Scott C. Malpass

Born in 1962. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: chief investment officer (1989–present) and vice president (1996–present) of the University of Notre Dame. Assistant professor of finance at the Mendoza College of Business, University of Notre Dame, and member of the Notre Dame 403(b) Investment Committee. Chairman of the board of TIFF Advisory Services, Inc. Member of the board of Catholic Investment Services, Inc. (investment advisors), the board of advisors for Spruceview Capital Partners, and the board of superintendence of the Institute for the Works of Religion.

Deanna Mulligan

Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: president (2010–present) and chief executive officer (2011–present) of The Guardian Life Insurance Company of America. Chief operating officer (2010–2011) and executive vice president (2008–2010) of Individual Life and Disability of The Guardian Life Insurance Company of America. Member of the board of The Guardian Life Insurance Company of America, the American Council of Life Insurers, the Partnership for New York City (business leadership), and the Committee Encouraging Corporate Philanthropy. Trustee of the Economic Club of New York and the Bruce Museum (arts and science). Member of the Advisory Council for the Stanford Graduate School of Business.

André F. Perold

Born in 1952. Trustee since December 2004. Principal occupation(s) during the past five years and other experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011). Chief investment officer and co-managing partner of HighVista Strategies LLC (private investment firm). Overseer of the Museum of Fine Arts Boston.

Sarah Bloom Raskin

Born in 1961. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: deputy secretary (2014–2017) of the United States Department of the Treasury. Governor (2010–2014) of the Federal Reserve Board. Commissioner (2007–2010) of financial regulation for the State of Maryland. Member of the board of directors (2012–2014) of Neighborhood Reinvestment Corporation. Director of i(x) Investments, LLC.

Peter F. Volanakis

Born in 1955. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2010) of Corning Incorporated (communications equipment) and director of Corning Incorporated (2000–2010) and Dow Corning (2001–2010). Director (2012) of SPX Corporation (multi-industry manufacturing). Overseer of the Amos Tuck School of Business Administration, Dartmouth College (2001–2013). 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 in 1967. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Investment stewardship officer (2017–present), treasurer (2015–2017), controller (2010–2015), and assistant controller (2001–2010) of each of the investment companies served by Vanguard.

Christine M. Buchanan

Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard and global head of Fund Administration at Vanguard. Treasurer (2017–present) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG LLP (audit, tax, and advisory services).

Brian Dvorak

Born in 1973. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief compliance officer (2017–present) of Vanguard and each of the investment companies served by Vanguard. Assistant vice president (2017–present) of Vanguard Marketing Corporation. Vice president and director of Enterprise Risk Management (2011–2013) at Oppenheimer Funds, Inc.

Thomas J. Higgins

Born in 1957. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2008–present) and treasurer (1998–2008) of each of the investment companies served by Vanguard.

Peter Mahoney

Born in 1974. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Controller (2015–present) of each of the investment companies served by Vanguard. Head of International Fund Services (2008–2014) at Vanguard.

Anne E. Robinson

Born in 1970. Principal occupation(s) during the past five years and other experience: general counsel (2016–present) of Vanguard. Secretary (2016–present) of Vanguard and of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Director and senior vice president (2016–2018) of Vanguard Marketing Corporation. Managing director and general counsel of Global Cards and Consumer Services (2014–2016) at Citigroup. Counsel (2003–2014) at American Express.

Michael Rollings

Born in 1963. Principal occupation(s) during the past five years and other experience: finance director (2017–present) and treasurer (2017) of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Chief financial officer (2016–present) of Vanguard. Director (2016–present) of Vanguard Marketing Corporation. Executive vice president and chief financial officer (2006–2016) of MassMutual Financial Group.

Vanguard Senior Management Team
 
Joseph Brennan Chris D. McIsaac
Mortimer J. Buckley James M. Norris
Gregory Davis Thomas M. Rampulla
John James Karin A. Risi
Martha G. King Anne E. Robinson
John T. Marcante Michael Rollings
 
 
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

 


 

 

P.O. Box 2600
Valley Forge, PA 19482-2600

Connect with Vanguard® > vanguard.com

 
Fund Information > 800-662-7447 Source for Bloomberg Barclays indexes: Bloomberg
Direct Investor Account Services > 800-662-2739 Index Services Limited. Copyright 2018, Bloomberg. All
Institutional Investor Services > 800-523-1036 rights reserved. 
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This material may be used in conjunction  
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by  
the fund’s current prospectus.  
 
All comparative mutual fund data are from 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 information about your fund on the  
SEC’s website, and you can receive copies of this  
information, for a fee, by sending a request via email  
addressed to publicinfo@sec.gov.  
  © 2018 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q6080 122018

 


 

Annual Report | October 31, 2018
 
Vanguard Emerging Markets Select
Stock Fund
 
 
 

 


 

Vanguard’s Principles for Investing Success

We want to give you the best chance of investment success. These principles, grounded in Vanguard’s research and experience, can put you on the right path.

Goals. Create clear, appropriate investment goals.

Balance. Develop a suitable asset allocation using broadly diversified funds. Cost. Minimize cost.

Discipline. Maintain perspective and long-term discipline.

A single theme unites these principles: Focus on the things you can control.

We believe there is no wiser course for any investor.

Contents  
Your Fund’s Performance at a Glance. 1
CEO’s Perspective. 3
Advisors’ Report. 5
Fund Profile. 11
Performance Summary. 13
Financial Statements. 15
Your Fund’s After-Tax Returns. 33
About Your Fund’s Expenses. 34
Trustees Approve Advisory Arrangements. 36
Glossary. 38

 

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.


 

Your Fund’s Performance at a Glance

• For the 12 months ended October 31, 2018, Vanguard Emerging Markets Select Stock Fund returned –11.39%. That performance trailed the –10.88% return of the benchmark, the FTSE Emerging Index, but exceeded the average return of peer funds.

• Among markets represented in the fund, China, South Africa, and Russia produced some of the strongest returns on a relative basis, while Taiwan, Qatar, and South Korea detracted most from performance.

• Stock selection was positive in six of the fund’s 11 industry sectors. Energy, communication services, and consumer discretionary stocks drove relative performance; financials, information technology, consumer staples, and materials detracted.

• From its inception on June 27, 2011, through October 31, 2018, the fund had an average annual return of 1%, outperforming both its benchmark and the average performance of its industry peers.

Total Returns: Fiscal Year Ended October 31, 2018  
  Total
  Returns
Vanguard Emerging Markets Select Stock Fund -11.39%
FTSE Emerging Index -10.88
Emerging Markets Funds Average -13.63
Emerging Markets Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.  

 

Total Returns: Inception Through October 31, 2018  
  Average
  Annual Return
Emerging Markets Select Stock Fund (Returns since inception: 6/27/2011) 1.00%
FTSE Emerging Index 0.50
Emerging Markets Funds Average -0.33
Emerging Markets Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.  

 

The figures shown represent past performance, which is not a guarantee of future results. (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.

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Expense Ratios    
Your Fund Compared With Its Peer Group    
    Peer Group
  Fund Average
Emerging Markets Select Stock Fund 0.92% 1.44%

The fund expense ratio shown is from the prospectus dated February 22, 2018, and represents estimated costs for the current fiscal year. For the fiscal year ended October 31, 2018, the fund’s expense ratio was 0.94%. The peer-group expense ratio is derived from data provided by Lipper, a Thomson Reuters Company, and captures information through year-end 2017.

Peer group: Emerging Markets Funds.

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CEO’s Perspective


Tim Buckley
President and Chief Executive Officer

Dear Shareholder,

Over the years, I’ve found that prudent investors exhibit a common trait: discipline. No matter how the markets move or what new investing fad hits the headlines, those who stay focused on their goals and tune out the noise are set up for long-term success.

The prime gateway to investing is saving, and you don’t usually become a saver without a healthy dose of discipline. Savers make the decision to sock away part of their income, which means spending less and delaying gratification, no matter how difficult that may be.

Of course, disciplined investing extends beyond diligent saving. The financial markets, in the short term especially, are unpredictable; I have yet to meet the investor who can time them perfectly. It takes discipline to resist the urge to go all-in when markets are frothy or to retreat when things look bleak.

Staying put with your investments is one strategy for handling volatility. Another, rebalancing, requires even more discipline because it means steering your money away from strong performers and toward poorer performers.

Patience—a form of discipline—is also the friend of long-term investors. Higher returns are the potential reward for weathering the market’s turbulence and uncertainty.

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We have been enjoying one of the longest bull markets in history, but it won’t continue forever. Prepare yourself now for how you will react when volatility comes back. Don’t panic. Don’t chase returns or look for answers outside the asset classes you trust. And be sure to rebalance periodically, even when there’s turmoil.

Whether you’re a master of self-control, get a boost from technology, or work with a professional advisor, know that discipline is necessary to get the most out of your investment portfolio. And know that Vanguard is with you for the entire ride.

Thank you for your continued loyalty.

Sincerely,


Mortimer J. Buckley
President and Chief Executive Officer
November 16, 2018

Market Barometer      
    Average Annual Total Returns
    Periods Ended October 31, 2018
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) 6.98% 11.31% 11.05%
Russell 2000 Index (Small-caps) 1.85 10.68 8.01
Russell 3000 Index (Broad U.S. market) 6.60 11.27 10.81
FTSE All-World ex US Index (International) -7.99 4.57 2.01
 
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index      
(Broad taxable market) -2.05% 1.04% 1.83%
Bloomberg Barclays Municipal Bond Index      
(Broad tax-exempt market) -0.51 1.90 3.25
FTSE Three-Month U. S. Treasury Bill Index 1.67 0.86 0.52
 
CPI      
Consumer Price Index 2.52% 2.07% 1.60%

 

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Advisors’ Report

For the 12 months ended October 31, 2018, Vanguard Emerging Markets Select Stock Fund returned –11.39%. 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 year and of how portfolio positioning reflects this assessment.

Please note that M&G Investment Management Limited is no longer managing a portion of your fund. The assets managed by the firm have been allocated to Baillie Gifford Overseas Ltd.

These comments were prepared on November 17, 2018.

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

Volatility marked the performance of emerging markets equities during the 12 months. Growth stocks outperformed value stocks through the end of 2017; the information technology sector led the index. A rotation out of growth and into value began in January and strengthened later in the fiscal year. The volatility spiked in February, and equity markets became increasingly macro-driven. Russia performed well and received significant positive earnings revisions during the period, despite noise about U.S. sanctions. China posted solid performance until trade tensions hit the equity and currency markets after the U.S. implemented tariffs in June. Brazil’s returns were strong through the first half of the fiscal year but slipped amid a truckers’ strike and heightened political uncertainty. A rebound occurred in October when the market-friendly presidential candidate was

5


 

elected. Turkey was the worst-performing country because of its large current account deficit and a depreciating lira.

Stock selection in India, Brazil, and China helped performance, as did our overweight allocations to Brazil and Russia. Compared with the index, our exposure to South Korea and stock selection in Taiwan detracted. By sector, selection among information technology, energy, consumer discretionary, and industrial stocks had a positive effect, while selection among consumer staples, financials, and communication services detracted. Our overweight allocation to energy helped drive relative performance, along with underweight exposures to communication services and Chinese internet names.

We acknowledge that there is significant macroeconomic uncertainty because of protectionism and tighter monetary policy, but we believe emerging markets have already absorbed extensive selling. Taking a longer-term view, corporate governance trends have been positive in most markets, and capital returns to investors have increased. We remain constructive and continue to conduct vigorous bottom-up research in order to construct a portfolio of good companies with solid management and strong balance sheets at attractive valuations.

Pzena Investment Management, LLC

Portfolio Managers: Caroline Cai, CFA, Principal

Allison Fisch, Principal

John P. Goetz, Managing Principal and Co-Chief Investment Officer

Emerging-market equities were volatile over the last year and continue to face challenges in a rising U.S. dollar and rate environment.

Hon Hai Precision Industry, our portfolio’s largest detractor, traded down with the information technology sector. But the company also reported lower-than-expected margins, likely attributable to higher expenses related to iPhone production and a more muted iPhone unit growth outlook. We continue to hold this position.

Akbank, a leading Turkish bank, detracted as deteriorating macroeconomic conditions in the country led to a decline in the lira and investors assessed the potential increase in bank funding costs. Although Akbank is highly sensitive to the Turkish macroeconomy, we believe it is a great operator with a solid earnings history and the strongest balance sheet among its peers; we added to this position.

6


 

Russian energy positions Lukoil and Rosneft performed strongly, benefiting from rising crude oil prices. Investors also were encouraged by their improving capital return policy to shareholders, including share buybacks. Pharmaceutical manufacturer China Shineway also contributed, helped by stronger sales volume and profit improvement through several self-help initiatives. We sold this position as it reached fair value.

Our largest sector exposures are in financials and information technology; on a regional basis, we are most exposed to North Asia. In financials, we exited positions in Alpha Bank (Greece) and Bank of Baroda (India) on strength and reallocated to more attractively valued Indian banks Punjab National Bank and ICICI Bank, and Siam Commercial Bank in Thailand. We increased our exposure to information technology by adding Realtek Semiconductor, a Taiwan-based “fabless” semiconductor company. (Fabless manufacturers design and sell semiconductor chips but outsource their fabrication.)

One of the biggest additions to the portfolio was Huadian Power International, a large Chinese coal utility. Finally, we exited Gazprom, a major Russian energy company, because of its questionable capital discipline.

Wellington Management Company llp

Portfolio Managers: Mary Pryshlak, CFA,

Senior Managing Director and Director, Global Industry Research

Mark Mandel, CFA, Senior Managing Director and Director, Global Industry Research

Emerging-market equities declined in U.S. dollar terms, as measured by the FTSE Emerging Index, during the 12 months. Ten of the index’s 11 sectors posted negative returns, led by consumer discretionary, communication services, and real estate. Energy was the lone positive sector.

Negative security selection in materials, information technology, and industrials hurt results. Bharti Infratel, an Indian telecom tower infrastructure services provider; Bank of Baroda, a state-owned Indian international banking and financial services company; and Cemex LatAm, a Columbian cement producer, weighed most prominently on returns.

Bharti Infratel detracted most, declining 44%. The company reported a drop in net profit in the fiscal first quarter, caused mainly by ongoing consolidation of networks and spectrum among carriers.

7


 

Bank of Baroda’s stock price dropped over 42% during the 12 months. The Indian government announced that the bank would merge with two other state-owned banks, Vijaya Bank and Dena Bank, to create India’s third-largest lender as part of an effort to revive credit and economic growth. However, we view the merger unfavorably, as Dena Bank has a large book of nonperforming loans and has recently seen losses double. We eliminated our position.

Cemex LatAm performed poorly after posting a series of weak results. Political uncertainty over presidential elections, declining cement shipments in Colombia, and continued efforts to increase prices, which likely led to market-share loss, hurt the company. Looking ahead, we believe the residential sector will stabilize later this year, and we expect infrastructure volumes to recover thanks to two major projects in Bogotá.

Positive stock selection in utilities and heath care partially offset those negative results. Lukoil, a leading multinational oil producer and distributor based in Russia, was among the top contributors. Lukoil shares were aided by the company’s pledge to return 50% of all free cash flow generated, in the form of buybacks, as long as the price of oil exceeded $50 a barrel.

Despite tougher macroeconomic and regulatory changes in China, Ping An Insurance produced very strong results. The company has shown solid progress in reducing bad debt and off-balance-sheet assets, continuing to cross-sell effectively, and growing its client base through enhanced technology usage.

Our decision not to own electronics manufacturing services provider Hon Hai Precision Industry (also known as Foxconn Technology Group) also contributed to relative results, as the company’s stock price declined. The company is a key supplier and assembler for Apple, and the stock has suffered because of weaker-than-expected new iPhone sales.

Baillie Gifford Overseas Ltd.

Portfolio Managers: Richard Sneller,

Head of Emerging Markets Equities Andrew Stobart Mike Gush

We were delighted to be appointed to manage a portfolio of the Emerging Markets Select Stock Fund during the year. We have been managing active growth portfolios in emerging markets since 1994 and have found the most

8


 

persistent source of alpha to be those companies that can grow their profits faster than the market, in hard currency terms, over the long term. Our approach is focused on finding these companies.

Our view on the emerging markets asset class is positive, and this is reflected in relatively broad portfolio positioning.

We believe the opportunity set for active investors in emerging markets has broadened over the last two years, as global growth has improved (with many emerging markets accelerating) and commodity-dependent economies showing signs of recovery.

Most important, we see several examples of strong operational performance at companies across a range of industries. Our enthusiasm spans several areas, including energy, where we have large positions in companies such as CNOOC (China) and Reliance Industries (India); financials, with large positions in Sberbank (Russia) and HDFC Bank (India); and information technology, where we remain optimistic about the prospects for TSMC (Taiwan) and Samsung (South Korea).

Against this backdrop, sentiment toward emerging markets has clearly deteriorated for much of 2018, as worries about the impact of a strong U.S. dollar intensify and the China/U.S. trade wars cause uncertainty. It is worth noting that for the seven largest emerging markets in the index, the level of dollar debt is less than 10% of GDP on average.

Since we have started managing the portfolio, holdings in Brazil such as Banco Bradesco and Petrobras have helped performance, while weakness in shares of Premier Oil and Cemex detracted. Given our long-term approach, we don’t tend to draw conclusions from performance over a short period.

9


 

Vanguard Emerging Markets Select Stock Fund Investment Advisors

  Fund Assets Managed  
Investment Advisor % $ Million Investment Strategy
Oaktree Capital Management, 26 146 Seeks securities that have been undervalued by
L.P.     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 25 143 Uses a deep-value approach that focuses on the most
Management, 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.
Wellington Management 25 141 Allocates the assets in its portion of the fund to a
Company LLP     team 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.
Baillie Gifford Overseas Ltd. 20 115 Believes that companies that can sustainably grow
      their business and increase earnings faster than
      market average will perform best. Stock selection is
      driven by bottom-up, fundamental analysis, focusing
      on a company’s potential over a meaningful time
      period, typically three to five years and beyond.
Cash Investments 4 19 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.

 

10


 

Emerging Markets Select Stock Fund

Fund Profile

As of October 31, 2018

Portfolio Characteristics    
      MSCI
      AC
    FTSE World
    Emerging Index
  Fund Index ex USA
Number of Stocks 300 1,017 2,162
Median Market Cap $24.9B $21.2B $32.1B
Price/Earnings Ratio 10.7x 12.2x 12.7x
Price/Book Ratio 1.3x 1.7x 1.6x
Return on Equity 14.5% 17.0% 12.6%
Earnings Growth      
Rate 6.2% 13.5% 8.7%
Dividend Yield 2.9% 2.9% 3.2%
Turnover Rate 76%
Ticker Symbol VMMSX
Expense Ratio1 0.92%
Short-Term Reserves 1.4%

 

Sector Diversification (% of equity exposure)
  Fund
Communication Services 9.8%
Consumer Discretionary 10.3
Consumer Staples 4.9
Energy 12.8
Financials 27.3
Health Care 1.1
Industrials 4.0
Information Technology 14.7
Materials 8.9
Real Estate 1.5
Utilities 4.7

Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.

 

 

Volatility Measures    
    MSCI AC
  FTSE World
  Emerging Index
  Index ex USA
R-Squared 0.96 0.78
Beta 0.98 1.15

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 4.3%
Tencent Holdings Ltd. Interactive Media &  
  Services 3.8
Alibaba Group Holding Internet & Direct  
Ltd. Marketing Retail 2.4
Petroleo Brasileiro SA Integrated Oil & Gas 2.3
LUKOIL PJSC Integrated Oil & Gas 2.1
China Construction Bank    
Corp. Diversified Banks 2.0
Ping An Insurance Group Life & Health  
Co. of China Ltd. Insurance 2.0
CNOOC Ltd. Oil & Gas Exploration  
  & Production 2.0
Samsung Electronics Technology  
Co. Ltd. Hardware, Storage, &  
  Peripherals 1.9
ICICI Bank Ltd. Diversified Banks 1.6
Top Ten   24.4%

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 22, 2018, and represents estimated costs for the current fiscal year. For the fiscal year ended October 31, 2018, the fund’s expense ratio was 0.94%.

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Emerging Markets Select Stock Fund

Market Diversification (% of equity exposure)
      MSCI AC
    FTSE World
    Emerging Index
  Fund Index ex USA
Europe      
United Kingdom 2.3% 0.0% 12.1%
Other 0.9 0.4 30.9
Subtotal 3.2% 0.4% 43.0%
Pacific      
South Korea 8.5% 0.0% 3.4%
Hong Kong 2.6 0.0 2.5
Other 0.9 0.0 22.6
Subtotal 12.0% 0.0% 28.5%
Emerging Markets      
China 29.7% 32.6% 7.0%
Taiwan 9.8 13.5 2.9
India 9.7 11.1 2.1
Brazil 9.5 9.7 2.0
Russia 6.9 4.5 0.8
South Africa 3.8 7.3 1.4
Thailand 2.6 3.8 0.6
Indonesia 2.1 2.3 0.5
Mexico 2.1 3.6 0.7
Other 5.0 9.6 2.0
Subtotal 81.2% 98.0% 20.0%
North America      
United States 3.3% 0.0% 0.4%
Other 0.3 0.0 6.6
Subtotal 3.6% 0.0% 7.0%
Middle East 0.0% 0.0% 0.2%
Other 0.0% 1.6% 1.3%

 

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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.

Cumulative Performance: June 27, 2011, Through October 31, 2018
Initial Investment of $10,000


  Average Annual Total Returns  
  Periods Ended October 31, 2018  
      Since Final Value
  One Five Inception of a $10,000
  Year Years (6/27/2011) Investment
Emerging Markets Select Stock Fund -11.39% 0.83% 1.00% $10,759
FTSE Emerging Index -10.88 1.08 0.50 10,372
Emerging Markets Funds Average -13.63 -0.26 -0.33 9,760
MSCI All Country World Index ex USA -7.80 2.10 3.42 12,799

Emerging Markets Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.
"Since Inception" performance is calculated from the inception date for both the fund and its comparative standards.

See Financial Highlights for dividend and capital gains information.

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Emerging Markets Select Stock Fund

Fiscal-Year Total Returns (%): June 27, 2011, Through October 31, 2018


Average Annual Total Returns: Periods Ended September 30, 2018
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 -1.80% 3.39% 2.08%

 

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Emerging Markets Select Stock Fund

Financial Statements

Statement of Net Assets

As of October 31, 2018

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.

      Market
      Value
    Shares ($000)
Common Stocks (95.0%)1    
Argentina (0.3%)    
* YPF SA ADR 89,163 1,337
  Banco Macro SA ADR 10,914 488
      1,825
Brazil (8.9%)    
  Petroleo Brasileiro SA    
  ADR Preference Shares 397,834 5,896
  Itau Unibanco Holding    
  SA ADR 361,618 4,762
  Petroleo Brasileiro SA    
  ADR 291,434 4,736
  Banco Bradesco SA ADR 484,265 4,441
  Vale SA Class B ADR 230,698 3,483
*,^ BRF SA ADR 567,828 3,361
  Telefonica Brasil SA ADR 288,946 3,352
  Itau Unibanco Holding SA    
  Preference Shares 214,048 2,833
  Cia de Saneamento    
  Basico do Estado de    
  Sao Paulo 329,289 2,473
  Petroleo Brasileiro SA    
  Preference Shares 275,500 2,045
  Banco Bradesco SA    
  Preference Shares 182,900 1,686
  Cia de Saneamento do    
  Parana 110,720 1,537
  Petrobras Distribuidora SA 228,745 1,474
  CVC Brasil Operadora e    
  Agencia de Viagens SA 96,056 1,461
  Lojas Renner SA 119,945 1,212
  Gerdau SA Preference    
  Shares 220,900 965
  B3 SA - Brasil Bolsa    
  Balcao 109,400 780
  Kroton Educacional SA 246,900 758
  Localiza Rent a Car SA 81,200 627
  Ultrapar Participacoes SA 51,700 615

 

  Magazine Luiza SA 12,200 553
  Braskem SA Preference    
  Shares 26,100 366
  Randon Participacoes    
  SA Preference Shares 121,500 259
  Atacadao Distribuicao    
  Comercio e Industria    
  Ltda 59,900 245
  Petroleo Brasileiro SA 25,600 209
      50,129
Canada (0.3%)    
* Valeura Energy Inc. 243,300 750
  Lundin Mining Corp. 170,000 699
      1,449
China (27.8%)    
  Tencent Holdings Ltd. 632,651 21,674
* Alibaba Group Holding    
  Ltd. ADR 93,436 13,294
  China Construction    
  Bank Corp. 14,326,050 11,368
  Ping An Insurance    
  Group Co. of China    
  Ltd. 1,200,322 11,348
  CNOOC Ltd. 4,626,276 7,878
  Industrial & Commercial    
  Bank of China Ltd. 10,662,882 7,234
  China Mobile Ltd. 651,000 6,098
  China Merchants Bank    
  Co. Ltd. 1,345,000 5,194
  Lenovo Group Ltd. 7,326,000 4,672
  Dongfeng Motor Group    
  Co. Ltd. 4,414,000 4,362
  China Shenhua Energy    
  Co. Ltd. 1,682,500 3,807
  China Resources Power    
  Holdings Co. Ltd. 2,070,000 3,642
  CNOOC Ltd. ADR 18,780 3,179

 

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Emerging Markets Select Stock Fund  
 
 
 
      Market
      Value
    Shares ($000)
  China Longyuan Power    
  Group Corp. Ltd. 4,173,380 3,176
  Huadian Power    
  International Corp. Ltd. 7,982,000 3,028
  China Agri-Industries    
  Holdings Ltd. 7,818,000 2,620
  China Oilfield Services    
  Ltd. 2,673,736 2,495
* Baidu Inc. ADR 12,758 2,425
  Guangzhou R&F    
  Properties Co. Ltd. 1,410,400 2,227
  China Telecom Corp.    
  Ltd. 4,628,980 2,190
  China Railway Group    
  Ltd. 2,273,000 2,031
  Sinopharm Group Co.    
  Ltd. 408,000 1,977
  China National Building    
  Material Co. Ltd. 2,426,000 1,744
  China Pacific Insurance    
  Group Co. Ltd. 415,300 1,550
  Anhui Conch Cement    
  Co. Ltd. 298,000 1,545
  ENN Energy Holdings    
  Ltd. 178,912 1,527
  China Dongxiang Group    
  Co. Ltd. 9,032,000 1,395
* Weibo Corp. ADR 23,400 1,381
  Grand Baoxin Auto    
  Group Ltd. 6,169,000 1,346
  Longfor Group Holdings    
  Ltd. 514,701 1,251
  Sunny Optical    
  Technology Group Co.    
  Ltd. 132,700 1,159
  Shimao Property    
  Holdings Ltd. 583,136 1,149
* Ctrip.com International    
  Ltd. ADR 33,901 1,128
  China Vanke Co. Ltd. 357,000 1,102
*,^ Pinduoduo Inc. ADR 52,147 920
  ZTE Corp. 584,000 894
*,2 Jiangxi Ganfeng Lithium    
  Co. Ltd. 548,573 884
  Shenzhou International    
  Group Holdings Ltd. 74,000 820
  China Overseas Land &    
  Investment Ltd. 222,296 699
  Dah Chong Hong    
  Holdings Ltd. 2,037,903 691
  Geely Automobile    
  Holdings Ltd. 350,000 674
  Ping An Bank Co. Ltd.    
  Class A 408,000 642

 

  Datang International    
  Power Generation Co.    
  Ltd. 2,830,700 633
  China Petroleum &    
  Chemical Corp. 767,682 625
*,§,2 Tianhe Chemicals Group    
  Ltd. 4,142,000 618
  CIFI Holdings Group Co.    
  Ltd. 1,446,885 607
  Haier Electronics Group    
  Co. Ltd. 283,000 594
2 BAIC Motor Corp. Ltd. 949,500 536
  Shandong Weigao    
  Group Medical Polymer    
  Co. Ltd. 549,800 492
  Guangdong Investment    
  Ltd. 250,848 449
  PetroChina Co. Ltd. 576,053 414
  Kingsoft Corp. Ltd. 273,000 388
  CSPC Pharmaceutical    
  Group Ltd. 180,800 385
*,2 Innovent Biologics Inc. 171,000 362
  China Traditional    
  Chinese Medicine    
  Holdings Co. Ltd. 551,094 352
  Brilliance China    
  Automotive Holdings    
  Ltd. 364,000 319
  BBMG Corp. 1,083,000 300
  Shanghai Fosun    
  Pharmaceutical Group    
  Co. Ltd. 89,795 270
*,2 Ascletis Pharma Inc. 359,904 263
* New Oriental Education    
  & Technology Group    
  Inc. ADR 4,187 245
* Aluminum Corp. of    
  China Ltd. 447,427 163
*,2 Ping An Healthcare and    
  Technology Co. Ltd. 32,351 156
  China Resources    
  Medical Holdings Co.    
  Ltd. 221,300 153
  West China Cement Ltd. 960,200 143
* BeiGene Ltd. ADR 1,100 139
  SSY Group Ltd. 60,000 51
      157,077
Colombia (0.2%)    
* CEMEX Latam Holdings    
  SA 366,223 569
  Grupo Energia Bogota    
  SA ESP 817,746 471
      1,040

 

16


 

Emerging Markets Select Stock Fund  
 
 
 
      Market
      Value
    Shares ($000)
Czech Republic (0.8%)    
  CEZ AS 122,825 2,922
  Komercni banka as 35,700 1,355
      4,277
Greece (0.5%)    
* Alpha Bank AE 1,119,691 1,690
  Hellenic    
  Telecommunications    
  Organization SA 62,387 695
  Hellenic Petroleum SA 85,964 681
      3,066
Hong Kong (2.5%)    
  Want Want China    
  Holdings Ltd. 2,772,000 1,983
  AIA Group Ltd. 248,301 1,889
  Pacific Basin Shipping    
  Ltd. 7,646,975 1,676
  Galaxy Entertainment    
  Group Ltd. 271,000 1,471
  Stella International    
  Holdings Ltd. 1,374,500 1,379
2 Samsonite International    
  SA 412,202 1,189
* MMG Ltd. 2,405,400 907
  Singamas Container    
  Holdings Ltd. 5,455,077 877
  Precision Tsugami China    
  Corp. Ltd. 711,000 650
  Minth Group Ltd. 184,000 598
  AMVIG Holdings Ltd. 1,777,578 444
  Texwinca Holdings Ltd. 1,043,000 355
  Microport Scientific    
  Corp. 284,037 339
* Pentamaster    
  International Ltd. 1,268,681 152
  SITC International    
  Holdings Co. Ltd. 161,000 118
  China Mengniu Dairy    
  Co. Ltd. 31,000 92
      14,119
Hungary (0.6%)    
  OTP Bank Nyrt 100,005 3,593
 
India (9.1%)    
  Reliance Industries Ltd. 589,296 8,460
  ICICI Bank Ltd. ADR 529,289 5,023
* State Bank of India 1,152,029 4,384
  ICICI Bank Ltd. 886,748 4,253
  Housing Development    
  Finance Corp. Ltd. 138,435 3,312
  Infosys Ltd. ADR 237,885 2,253
  NTPC Ltd. 913,565 1,972

 

  Tata Consultancy    
  Services Ltd. 73,397 1,924
  Mahindra & Mahindra    
  Ltd. 164,567 1,706
  NHPC Ltd. 4,575,851 1,508
  Indiabulls Housing    
  Finance Ltd. 115,484 1,303
* Punjab National Bank 1,293,241 1,288
  Bharti Infratel Ltd. 347,423 1,264
  HDFC Bank Ltd. ADR 13,885 1,234
  Godrej Consumer    
  Products Ltd. 114,682 1,127
  Maruti Suzuki India Ltd. 11,289 1,010
  Ambuja Cements Ltd. 372,700 995
  Varun Beverages Ltd. 69,353 765
  Marico Ltd. 171,379 745
  Jubilant Foodworks Ltd. 50,016 734
* Westlife Development    
  Ltd. 154,379 676
  Power Grid Corp. of    
  India Ltd. 259,627 653
  Asian Paints Ltd. 36,693 611
  Bharat Electronics Ltd. 470,917 592
  Indraprastha Gas Ltd. 158,317 573
  UltraTech Cement Ltd. 11,940 565
  Oberoi Realty Ltd. 95,232 546
2 ICICI Prudential Life    
  Insurance Co. Ltd. 111,020 499
  TAKE Solutions Ltd. 203,228 446
* Tata Motors Ltd. Class A 235,418 311
  ACC Ltd. 16,142 300
*,2 Tejas Networks Ltd. 44,972 155
      51,187
Indonesia (2.0%)    
  Bank Rakyat Indonesia    
  Persero Tbk PT 17,340,100 3,599
  Bank Mandiri Persero    
  Tbk PT 4,929,800 2,215
  Bank Central Asia Tbk    
  PT 929,480 1,447
  Bank Danamon    
  Indonesia Tbk PT 2,950,300 1,442
  Semen Indonesia    
  Persero Tbk PT 2,427,600 1,440
  Hanjaya Mandala    
  Sampoerna Tbk PT 2,700,000 665
  Mitra Adiperkasa Tbk    
  PT 6,953,040 366
  Sarana Menara    
  Nusantara Tbk PT 4,188,230 133
      11,307
Japan (0.2%)    
  Nexon Co. Ltd. 94,724 1,080

 

17


 

Emerging Markets Select Stock Fund  
 
 
 
      Market
      Value
    Shares ($000)
Kenya (0.1%)    
  Equity Group Holdings    
  Ltd. 768,500 296
 
Luxembourg (0.2%)    
  Tenaris SA ADR 43,731 1,278
 
Malaysia (0.4%)    
  Genting Malaysia Bhd. 2,053,300 2,205
  Inari Amertron Bhd. 472,941 222
      2,427
Mexico (1.9%)    
  Grupo Financiero    
  Banorte SAB de CV 526,014 2,894
* Cemex SAB de CV ADR 532,443 2,684
  America Movil SAB de    
  CV 1,564,900 1,133
  Wal-Mart de Mexico    
  SAB de CV 439,600 1,123
  Gruma SAB de CV    
  Class B 81,760 853
  Alfa SAB de CV Class A 740,500 780
* Alpek SAB de CV 460,973 607
  Grupo Mexico SAB de    
  CV Class B 179,800 415
  Mexichem SAB de CV 141,679 374
      10,863
Pakistan (0.2%)    
  United Bank Ltd. 1,000,205 1,133
 
Peru (0.2%)    
  Credicorp Ltd. 4,665 1,053
 
Philippines (0.1%)    
*,2 CEMEX Holdings    
  Philippines Inc. 8,700,942 345
  Pilipinas Shell Petroleum    
  Corp. 360,551 328
  LT Group Inc. 568,500 154
      827
Poland (0.2%)    
* KGHM Polska Miedz SA 41,791 945
 
Portugal (0.1%)    
  Galp Energia SGPS SA 39,672 690
 
Russia (6.5%)    
  Lukoil PJSC ADR 156,793 11,690
  Sberbank of Russia    
  PJSC ADR 679,138 7,991
  MMC Norilsk Nickel    
  PJSC ADR 475,586 7,874
  Rosneft Oil Co. PJSC    
  GDR 767,580 5,378

 

  Sberbank of Russia PJSC 415,264 1,194
  Magnit PJSC GDR 68,082 907
  PhosAgro PJSC GDR 59,074 772
  Inter RAO UES PJSC 9,341,219 565
  Public Joint Stock    
  Gazprom Neft ADR 12,889 383
  Tatneft PAO Preference    
  Shares 28,190 224
      36,978
Singapore (0.7%)    
  Wilmar International Ltd. 1,626,800 3,716
* Ezion Holdings Ltd.    
  Warrants Exp.    
  04/16/2023 2,242,476
      3,716
South Africa (3.6%)    
  Reunert Ltd. 568,327 3,071
  Sasol Ltd. 79,633 2,602
  Naspers Ltd. 13,170 2,310
  AngloGold Ashanti Ltd.    
  ADR 234,942 2,211
  FirstRand Ltd. 417,807 1,825
  Shoprite Holdings Ltd. 131,661 1,607
  Foschini Group Ltd. 133,749 1,464
  Nedbank Group Ltd. 72,965 1,233
  Old Mutual Ltd. 804,366 1,213
* Nampak Ltd. 676,433 682
  MTN Group Ltd. 110,912 644
  Vodacom Group Ltd. 63,164 533
* PPC Ltd. 929,383 375
  Aspen Pharmacare    
  Holdings Ltd. 30,895 327
      20,097
South Korea (8.1%)    
  Samsung Electronics    
  Co. Ltd. 236,741 8,863
  Hana Financial Group Inc. 132,602 4,467
  Hyundai Motor Co. 43,380 4,063
  DB Insurance Co. Ltd. 63,227 3,986
* Hyundai Heavy Industries    
  Co. Ltd. 31,970 3,517
  POSCO 11,266 2,579
  Shinhan Financial Group    
  Co. Ltd. 58,330 2,172
* Samsung Heavy    
  Industries Co. Ltd. 329,823 2,023
  KB Financial Group Inc. 46,380 1,931
  LG Chem Ltd. 6,148 1,879
  Samsung Electronics Co.    
  Ltd. Preference Shares 50,874 1,605
  Amorepacific Corp. 9,582 1,295
  NCSoft Corp. 2,984 1,128
  Samsung Fire & Marine    
  Insurance Co. Ltd. 4,219 1,032

 

18


 

Emerging Markets Select Stock Fund  
 
 
 
      Market
      Value
    Shares ($000)
  Doosan Bobcat Inc. 25,536 792
  Hyundai Marine & Fire    
  Insurance Co. Ltd. 20,398 750
  S-Oil Corp. 6,585 719
  CJ CheilJedang Corp. 2,171 619
  Orion Corp. 7,337 614
2 Netmarble Corp. 5,585 552
  NAVER Corp. 5,140 518
  LG Chem Ltd. Preference    
  Shares 2,251 395
* Hugel Inc. 723 175
      45,674
Taiwan (9.2%)    
  Taiwan Semiconductor    
  Manufacturing Co. Ltd. 2,014,909 15,127
  Taiwan Semiconductor    
  Manufacturing Co. Ltd.    
  ADR 243,704 9,285
  Hon Hai Precision    
  Industry Co. Ltd. 2,655,886 6,761
  Compal Electronics Inc. 7,716,000 4,262
  United Microelectronics    
  Corp. 7,621,600 2,904
  Realtek Semiconductor    
  Corp. 683,000 2,750
  Globalwafers Co. Ltd. 148,718 1,184
  E.Sun Financial Holding    
  Co. Ltd. 1,548,992 1,029
  MediaTek Inc. 135,000 997
  Largan Precision Co. Ltd. 9,062 990
  Sino-American Silicon    
  Products Inc. 393,416 737
  Airtac International Group 81,738 705
  Gourmet Master Co. Ltd. 91,486 555
  Pegatron Corp. 295,000 539
* PChome Online Inc. 106,700 488
  Eclat Textile Co. Ltd. 39,000 464
  Elite Material Co. Ltd. 224,994 451
  Wafer Works Corp. 265,271 270
  Catcher Technology Co.    
  Ltd. 24,945 252
  Chroma ATE Inc. 64,997 229
  Walsin Technology Corp. 50,987 215
  Formosa Sumco    
  Technology Corp. 55,620 191
  ASPEED Technology Inc. 12,686 187
  Yageo Corp. 17,408 179
  LandMark Optoelectronics  
  Corp. 21,464 143
  Silergy Corp. 10,897 139
  Bizlink Holding Inc. 21,884 117
  Vanguard International    
  Semiconductor Corp. 57,831 107

 

  Getac Technology Corp. 90,223 106
  Global Unichip Corp. 13,181 90
  Voltronic Power    
  Technology Corp. 5,430 88
* Pan Jit International Inc. 117,000 85
  Hota Industrial    
  Manufacturing Co. Ltd. 14,979 63
      51,689
Thailand (2.4%)    
  Siam Commercial Bank    
  PCL 1,009,500 4,189
  Bangkok Bank PCL 415,900 2,600
  Charoen Pokphand    
  Foods PCL (Foreign) 2,983,700 2,274
  Kasikornbank PCL 304,700 1,834
  Thai Oil PCL (Foreign) 693,200 1,773
* Precious Shipping PCL 2,086,777 727
  PTT PCL (Foreign) 121,400 187
      13,584
Turkey (0.8%)    
  Akbank T. A. S. 2,283,895 2,701
  Tupras Turkiye Petrol    
  Rafinerileri AS 30,102 710
  Turkiye Garanti Bankasi    
  AS 464,192 584
  KOC Holding AS 149,807 418
      4,413
United Arab Emirates (0.7%)  
  Union National Bank    
  PJSC 2,440,749 3,160
  Abu Dhabi National Oil    
  Co. for Distribution    
  PJSC 805,804 486
  Dubai Financial Market    
  PJSC 2,048,666 484
      4,130
United Kingdom (2.2%)    
  Standard Chartered plc 477,308 3,345
  Anglo American plc 77,355 1,651
* Premier Oil plc 1,134,613 1,557
  Antofagasta plc 139,024 1,392
  KAZ Minerals plc 191,936 1,267
  Coca-Cola HBC AG 38,695 1,143
* Bank of Cyprus Holdings    
  plc 414,614 822
* Petra Diamonds Ltd. 774,771 388
  Commercial International    
  Bank Egypt SAE GDR 84,362 367
  Hikma Pharmaceuticals    
  plc 10,630 258
2 Vivo Energy plc 175,247 257
      12,447

 

19


 

Emerging Markets Select Stock Fund  
 
 
 
      Market
      Value
    Shares ($000)
United States (4.2%)    
3 Vanguard FTSE Emerging    
  Markets ETF 165,008 6,247
  Genpact Ltd. 99,043 2,715
  Millicom International    
  Cellular SA 42,041 2,372
* Azul SA ADR 78,381 1,911
* Yandex NV Class A 62,777 1,892
  Cognizant Technology    
  Solutions Corp. Class A 26,803 1,850
  Yum China Holdings Inc. 47,972 1,731
* Flex Ltd. 207,226 1,629
  MercadoLibre Inc. 3,869 1,256
  Southern Copper Corp. 22,098 847
  NXP Semiconductors NV 9,600 720
* Sea Ltd. ADR 31,290 408
  Kulicke & Soffa Industries    
  Inc. 9,154 186
      23,764
Total Common Stocks    
(Cost $550,604)   536,153
Temporary Cash Investments (5.1%)1  
Money Market Fund (4.7%)    
4,5 Vanguard Market    
  Liquidity Fund, 2.308% 264,138 26,414
 
    Face  
    Amount  
    ($000)  
U. S. Government and Agency Obligations (0.4%)
6 United States Treasury    
  Bill, 2.078%, 11/15/18 2,050 2,048
Total Temporary Cash Investments  
(Cost $28,460)   28,462
Total Investments (100.1%)    
(Cost $579,064)   564,615
Other Assets and Liabilities (-0.1%)  
Other Assets   6,190
Liabilities 5   (6,485)
      (295)
Net Assets (100%)    
Applicable to 28,674,943 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 564,320
Net Asset Value Per Share   $19.68

 

  Amount
  ($000)
Statement of Assets and Liabilities  
Assets  
Investments in Securities, at Value  
Unaffiliated Issuers 531,954
Affiliated Issuers 32,661
Total Investments in Securities 564,615
Investments in Vanguard 32
Receivables for Investment Securities  
Sold 1,648
Receivables for Accrued Income 642
Receivables for Capital Shares Issued 999
Variation Margin Receivable—Futures  
Contracts 183
Other Assets 5 2,686
Total Assets 570,805
Liabilities  
Payables for Investment Securities  
Purchased 1,062
Collateral for Securities on Loan 3,763
Payables to Investment Advisor 851
Payables for Capital Shares Redeemed 218
Payables to Vanguard 343
Other Liabilities 248
Total Liabilities 6,485
Net Assets 564,320

 

20


 

Emerging Markets Select Stock Fund

At October 31, 2018, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 569,412
Total Distributable Earnings (Loss) (5,092)
Net Assets 564,320

 

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 $3,707,000.
§ Security value determined using significant unobservable inputs.
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 98.0% and 2.1%, 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 October 31, 2018, the aggregate value
of these securities was $5,816,000, 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 $3,763,000 of collateral received for securities
on loan, of which $3,322,000 is held in Vanguard Market
Liquidity Fund and $441,000 is held in cash.
6 Securities with a value of $989,000 have been segregated
as initial margin for open futures contracts.
ADR—American Depositary Receipt.
GDR—Global Depositary Receipt.

Derivative Financial Instruments Outstanding as of Period End    
Futures Contracts        
        ($000)
        Value and
    Number of   Unrealized
    Long (Short) Notional Appreciation
  Expiration Contracts Amount (Depreciation)
Long Futures Contracts        
MSCI Emerging Market Index December 2018 354 16,934 (1,315)

 

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

21


 

Emerging Markets Select Stock Fund  
 
 
Statement of Operations  
 
  Year Ended
  October 31, 2018
  ($000)
Investment Income  
Income  
Dividends—Unaffiliated Issuers1 18,365
Dividends—Affiliated Issuers 135
Interest—Unaffiliated Issuers 40
Interest—Affiliated Issuers 567
Securities Lending—Net 19
Total Income 19,126
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 3,579
Performance Adjustment 312
The Vanguard Group—Note C  
Management and Administrative 1,910
Marketing and Distribution 132
Custodian Fees 460
Auditing Fees 40
Shareholders’ Reports and Proxy 16
Trustees’ Fees and Expenses 1
Total Expenses 6,450
Expenses Paid Indirectly (12)
Net Expenses 6,438
Net Investment Income 12,688
Realized Net Gain (Loss)  
Investment Securities Sold—Unaffiliated Issuers 15,333
Investment Securities Sold—Affiliated Issuers 240
Futures Contracts (1,242)
Foreign Currencies (504)
Realized Net Gain (Loss) 13,827
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Unaffiliated Issuers (102,546)
Investment Securities—Affiliated Issuers (1,063)
Futures Contracts (1,648)
Foreign Currencies 2
Change in Unrealized Appreciation (Depreciation) (105,255)
Net Increase (Decrease) in Net Assets Resulting from Operations (78,740)
1 Dividends are net of foreign withholding taxes of $1,980,000.  
 
See accompanying Notes, which are an integral part of the Financial Statements.  

 

22


 

Emerging Markets Select Stock Fund    
 
 
Statement of Changes in Net Assets    
 
  Year Ended October 31,
  2018 2017
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 12,688 9,673
Realized Net Gain (Loss) 13,827 18,865
Change in Unrealized Appreciation (Depreciation) (105,255) 79,670
Net Increase (Decrease) in Net Assets Resulting from Operations (78,740) 108,208
Distributions    
Net Investment Income (10,297) (4,709)
Realized Capital Gain
Total Distributions (10,297) (4,709)
Capital Share Transactions    
Issued 303,890 336,874
Issued in Lieu of Cash Distributions 9,303 4,315
Redeemed (305,679) (138,023)
Net Increase (Decrease) from Capital Share Transactions 7,514 203,166
Total Increase (Decrease) (81,523) 306,665
Net Assets    
Beginning of Period 645,843 339,178
End of Period 564,320 645,843

 

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

23


 

Emerging Markets Select Stock Fund          
 
 
Financial Highlights          
 
 
For a Share Outstanding     Year Ended October 31,
Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $22.56 $18.27 $16.48 $20.13 $20.37
Investment Operations          
Net Investment Income . 4141 .4131 .234 .290 .264
Net Realized and Unrealized Gain (Loss)          
on Investments (2.943) 4.129 1.840 (3.685) (.242)
Total from Investment Operations (2.529) 4.542 2.074 (3.395) .022
Distributions          
Dividends from Net Investment Income (. 351) (. 252) (. 284) (. 255) (. 262)
Distributions from Realized Capital Gains
Total Distributions (. 351) (. 252) (. 284) (. 255) (. 262)
Net Asset Value, End of Period $19.68 $22.56 $18.27 $16.48 $20.13
 
Total Return2 -11.39% 25.28% 12.95% -16.99% 0.15%
 
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $564 $646 $339 $259 $311
Ratio of Total Expenses to Average Net Assets3 0.94% 0.92% 0.90% 0.93% 0.96%
Ratio of Net Investment Income to          
Average Net Assets 1.85% 2.04% 1.57% 1.59% 1.53%
Portfolio Turnover Rate 76% 44% 46% 49% 54%

1 Calculated based on average shares outstanding.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information
about any applicable account service fees.
3 Includes performance-based investment advisory fee increases (decreases) of 0.05%, (0.01%), (0.03%), 0.00%, and 0.04%.

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

24


 

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. Further, at October 31, 2018, the fund had a concentration of its investments in securities issued in China, and the performance of such investments may be impacted by the country’s social, political, and economic conditions.

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

25


 

Emerging Markets Select Stock Fund

entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract. Any assets pledged as initial margin for open contracts are noted in the Statement of Net Assets.

Futures contracts are valued at their quoted daily settlement prices. The notional amounts of the contracts are not recorded in the Statement of Net Assets. Fluctuations in the value of the contracts are recorded in the Statement of 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 year ended October 31, 2018, the fund’s average investments in long and short futures contracts represented 4% and 0% of net assets, respectively, based on the average of the 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, 2015–2018), 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. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes.

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 before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Assets and Liabilities for the return of the collateral, during the period the securities are on loan. 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,

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Emerging Markets Select Stock Fund

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 October 31, 2018, 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.

B. The investment advisory firms Oaktree Capital Management, L.P., Pzena Investment Management, LLC, Wellington Management Company LLP, and, beginning August 2018, Baillie Gifford Overseas Ltd. 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 Oaktree Capital Management, L.P., Pzena Investment Management, LLC, and Wellington Management Company LLP are subject to quarterly adjustments based on performance relative to the FTSE Emerging Index for the preceding three years. In accordance with the advisory contract entered into with Baillie Gifford Overseas Ltd., beginning August 1, 2019, the investment advisory fee will be subject to quarterly adjustments based on performance relative to the FTSE Emerging Index since July 31, 2018. Until August 2018, a portion of the fund was managed by M&G Investment Management Limited. The basic fee paid to M&G Investment Management Limited was subject to quarterly adjustments based on performance relative to the FTSE Emerging Index for the preceding three years.

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

For the year ended October 31, 2018, the aggregate investment advisory fee represented an effective annual basic rate of 0.52% of the fund’s average net assets, before a net increase of $312,000 (0.05%) 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. All other costs of operations payable to Vanguard are generally settled twice a month.

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Emerging Markets Select Stock Fund

Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At October 31, 2018, the fund had contributed to Vanguard capital in the amount of $32,000, 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. The fund has asked its investment advisors to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund’s management and administrative expenses. The fund’s custodian bank has also agreed to reduce its fees when the fund maintains cash on deposit in the non-interest-bearing custody account. For the year ended October 31, 2018, these arrangements reduced the fund’s management and administrative expenses by $1,000 and custodian fees by $11,000. The total expense reduction represented an effective annual rate of 0.00% of the fund’s average net assets.

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

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

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

Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments valued with significant unobservable inputs are noted on the Statement of Net Assets.

The following table summarizes the market value of the fund’s investments as of October 31, 2018, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks—North and South America 87,751 2,372
Common Stocks—Other 43,995 401,417 618
Temporary Cash Investments 26,414 2,048
Futures Contracts—Assets1 183
Total 158,343 405,837 618
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 $32,924,000 based on Level 2 inputs were transferred from Level 1 during the fiscal year. Additionally, based on values on the date of transfer, securities valued at $44,984,000 based on Level 1 inputs were transferred from Level 2 during the fiscal year.

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Emerging Markets Select Stock Fund

F. Permanent differences between book-basis and tax-basis components of net assets, are reclassified among capital accounts in the financial statements to reflect their tax character. These reclassifications have no effect on net assets or net asset value per share. As of the period end, the following permanent differences primarily attributable to the accounting for foreign currency transactions, passive foreign investment companies, and tax expense on capital gains were reclassified between the individual components of total distributable earnings (loss).

  Amount
  ($000)
Paid-in Capital
Total Distributable Earnings (Loss)

 

Temporary differences between book-basis and tax-basis components of total distributable earnings (loss) arise when certain items of income, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. The differences are primarily related to the tax deferral of losses on wash sales, the realization of unrealized gains or losses on certain futures contracts, and unrealized gains on passive foreign investment companies. As of period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:

  Amount
  ($000)
Undistributed Ordinary Income 13,034
Undistributed Long-Term Gains
Capital Loss Carryforwards (Non-expiring)* (2,886)
Net Unrealized Gains (Losses) (14,991)

* The fund used capital loss carryforwards of $10,902,000 to offset taxable capital gains realized during the year ended October 31, 2018, reducing the amount of capital gains that would otherwise be available to distribute to shareholders.

As of Ocober 31, 2018, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:

  Amount
  ($000)
Tax Cost 579,609
Gross Unrealized Appreciation 52,935
Gross Unrealized Depreciation (67,929)
Net Unrealized Appreciation (Depreciation) (14,994)

 

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Emerging Markets Select Stock Fund

G. During the year ended October 31, 2018, the fund purchased $508,467,000 of investment securities and sold $489,976,000 of investment securities, other than temporary cash investments.

H. Capital shares issued and redeemed were:    
  Year Ended October 31,
  2018 2017
  Shares Shares
  (000) (000)
Issued 13,294 16,819
Issued in Lieu of Cash Distributions 417 250
Redeemed (13,666) (7,006)
Net Increase (Decrease) in Shares Outstanding 45 10,063

 

I. Transactions during the period in investments where the issuer is another member of The Vanguard Group were as follows:

          Current Period Transactions  
  Oct. 31,   Proceeds Realized       Oct. 31,
  2017   from Net Change in   Capital Gain 2018
  Market  Purchases  Securities Gain  Unrealized   Distributions Market
  Value at Cost Sold (Loss)  App. (Dep.)  Income Received Value
  ($000) ($000) ($000) ($000) ($000) ($000)  ($000) ($000)
Vanguard Market                
Liquidity Fund 37,394 NA1 NA1 (2) 567 26,414
Vanguard FTSE                
Emerging Markets                
ETF 7,249 14,645 14,826 242 (1,063) 135 6,247
Total 44,643     240 (1,063) 702 32,661

1 Not applicable—purchases and sales are for temporary cash investment purposes.

J. Management has determined that no events or transactions occurred subsequent to October 31, 2018, that would require recognition or disclosure in these financial statements.

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Vanguard Trustees’ Equity Fund and Shareholders of Vanguard Emerging Markets Select Stock Fund

Opinion on the Financial Statements

We have audited the accompanying statement of net assets and statement of assets and liabilities of Vanguard Emerging Markets Select Stock Fund (one of the funds constituting Vanguard Trustees’ Equity Fund, referred to hereafter as the “Fund”) as of October 31, 2018, the related statement of operations for the year ended October 31, 2018, the statement of changes in net assets for each of the two years in the period ended October 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2018 and the financial highlights for each of the five years in the period ended October 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2018 by correspondence with the custodians and brokers and by agreement to the underlying ownership records of the transfer agent; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 13, 2018

We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.

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Special 2018 tax information (unaudited) for Vanguard Emerging Markets Select Stock Fund

This information for the fiscal year ended October 31, 2018, is included pursuant to provisions of the Internal Revenue Code.

The fund distributed $8,291,000 of qualified dividend income to shareholders during the fiscal year.

The fund designates to shareholders foreign source income of $19,834,000 and foreign taxes paid of $2,035,000. Shareholders will receive more detailed information with their Form 1099-DIV in January 2019 to determine the calendar-year amounts to be included on their 2018 tax returns.

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Your Fund’s After-Tax Returns

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

Calculations are based on the highest individual federal income tax and capital gains tax rates in effect at the times of the distributions and the hypothetical sales. State and local taxes were not considered. After-tax returns reflect any qualified dividend income, using actual prior-year figures and estimates for 2018. (In the example, returns after the sale of fund shares may be higher than those assuming no sale. This occurs when the sale would have produced a capital loss. The calculation assumes that the investor received a tax deduction for the loss.)

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

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

Average Annual Total Returns: Emerging Markets Select Stock Fund    
Periods Ended October 31, 2018      
      Since
  One Five Inception
  Year Years (6/27/2011)
Returns Before Taxes -11.39% 0.83% 1.00%
Returns After Taxes on Distributions -11.66 0.53 0.78
Returns After Taxes on Distributions and Sale of Fund Shares -6.39 0.67 0.81

 

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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.

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Six Months Ended October 31, 2018      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Emerging Markets Select Stock Fund 4/30/2018 10/31/2018 Period
Based on Actual Fund Return $1,000.00 $857.14 $4.26
Based on Hypothetical 5% Yearly Return 1,000.00 1,020.62 4.63

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 0.91%. 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 (184/365).

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Trustees Approve Advisory Arrangements

Effective July 2018, the board of trustees of Vanguard Emerging Markets Select Stock Fund approved a restructuring of the fund’s investment advisory arrangement whereby M&G Investment Management Limited no longer serves as advisor to the fund and Baillie Gifford Overseas Limited (Baillie Gifford or “advisor”) is added as an advisor to the fund. The board determined that the investment advisory arrangement with Baillie Gifford 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 trustees 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 to be provided to the fund by Baillie Gifford and took into account the organizational depth and stability of the advisor. The board considered that Baillie Gifford, based in Edinburgh, Scotland, is currently Vanguard’s fourth-largest advisory partner, managing seven Vanguard investment products around the world. The board noted that Baillie Gifford’s emerging markets team employs a growth-oriented, top-down approach that focuses on companies it believes possess the most substantial growth prospects over the next five to ten years. The team is supported by firm-wide resources, including the Emerging Markets Investment Advisory Group and 90 investment professionals across various other teams.

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

Investment performance

The board determined that Baillie Gifford, in its management of other Vanguard funds, has a track record of consistent performance and disciplined investment processes. The board also noted that Baillie Gifford’s emerging markets-focused strategy has performed well compared with a relevant benchmark over the past five years, driven by meaningful outperformance in 2013, 2015, and 2017. 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 addition of Baillie Gifford to the fund’s investment advisory team is not expected to result in a change to the fund’s base advisory fee and that the fund’s expense ratio is expected to remain considerably lower than the expense ratio charged by funds in its peer group. Information about the fund’s current 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 current advisory fee rate.

The board did not consider the profitability of Baillie Gifford in determining whether to approve the advisory fee, because Baillie Gifford is independent of Vanguard and the advisory fee is the result of arm’s-length negotiations.

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The benefit of economies of scale

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

The board will consider whether to renew the advisory arrangement 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 Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

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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 211 Vanguard funds.

Information for each trustee and executive officer of the fund appears below. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

Interested Trustees1

F. William McNabb III

Born in 1957. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: chairman of the board (January 2010–present) of Vanguard and of each of the investment companies served by Vanguard, trustee (2009–present) of each of the investment companies served by Vanguard, and director (2008–present) of Vanguard. Chief executive officer and president (2008–2017) of Vanguard and each of the investment companies served by Vanguard, managing director (1995–2008) of Vanguard, and director (1997–2018) of Vanguard Marketing Corporation. Director (2018–present) of UnitedHealth Group.

Mortimer J. Buckley

Born in 1969. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chief executive officer (January 2018–present) of Vanguard; chief executive officer, president, and trustee (January 2018–present) of each of the investment companies served by Vanguard; president and director (2017–present) of Vanguard; and president (February 2018–present) of Vanguard Marketing Corporation. Chief investment officer (2013–2017), managing director (2002–2017), head of the Retail Investor Group (2006–2012), and chief information officer (2001–2006) of Vanguard. Chairman of the board (2011–2017) of the Children’s Hospital of Philadelphia.

Independent Trustees

Emerson U. Fullwood

Born in 1948. Trustee since January 2008. Principal occupation(s) during the past five years and other experience: executive chief staff and marketing officer for North America and corporate vice president (retired 2008) of Xerox Corporation (document management products and services). Former president of the Worldwide Channels Group, Latin America, and Worldwide Customer Service and executive chief staff officer of Developing Markets of Xerox. Executive in residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology. Lead director of SPX FLOW, Inc. (multi-industry manufacturing). Director of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, and Roberts Wesleyan College. Trustee of the University of Rochester.

Amy Gutmann

Born in 1949. Trustee since June 2006. Principal occupation(s) during the past five years and other experience: president (2004–present) 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.

1 Mr. McNabb and Mr. Buckley are considered “interested persons,” as defined in the Investment Company Act of 1940, because they are officers of the Vanguard funds.


 

JoAnn Heffernan Heisen

Born in 1950. Trustee since July 1998. Principal occupation(s) during the past five years and other experience: corporate vice president of Johnson & Johnson (pharmaceuticals/medical devices/consumer products) and member of its executive committee (1997–2008). Chief global diversity officer (retired 2008), vice president and chief information officer (1997–2006), controller (1995–1997), treasurer (1991–1995), and assistant treasurer (1989–1991) of Johnson & Johnson. 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 in 1949. Trustee since October 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2009) and vice chairman of the board (2008–2009) of Cummins Inc. (industrial machinery). Chairman of the board of Hillenbrand, Inc. (specialized consumer services), Oxfam America, and the Lumina Foundation for Education. Director of 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 in 1953. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: senior vice president and chief financial officer (retired 2013) of IBM (information technology services). Fiduciary member of IBM’s Retirement Plan Committee (2004–2013), senior vice president and general manager (2002–2004) of IBM Global Financing, vice president and controller (1998–2002) of IBM, and a variety of other prior management roles at IBM. Member of the Council on Chicago Booth.

Scott C. Malpass

Born in 1962. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: chief investment officer (1989–present) and vice president (1996–present) of the University of Notre Dame. Assistant professor of finance at the Mendoza College of Business, University of Notre Dame, and member of the Notre Dame 403(b) Investment Committee. Chairman of the board of TIFF Advisory Services, Inc. Member of the board of Catholic Investment Services, Inc. (investment advisors), the board of advisors for Spruceview Capital Partners, and the board of superintendence of the Institute for the Works of Religion.

Deanna Mulligan

Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: president (2010–present) and chief executive officer (2011–present) of The Guardian Life Insurance Company of America. Chief operating officer (2010–2011) and executive vice president (2008–2010) of Individual Life and Disability of The Guardian Life Insurance Company of America. Member of the board of The Guardian Life Insurance Company of America, the American Council of Life Insurers, the Partnership for New York City (business leadership), and the Committee Encouraging Corporate Philanthropy. Trustee of the Economic Club of New York and the Bruce Museum (arts and science). Member of the Advisory Council for the Stanford Graduate School of Business.

André F. Perold

Born in 1952. Trustee since December 2004. Principal occupation(s) during the past five years and other experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011). Chief investment officer and co-managing partner of HighVista Strategies LLC (private investment firm). Overseer of the Museum of Fine Arts Boston.

Sarah Bloom Raskin

Born in 1961. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: deputy secretary (2014–2017) of the United States Department of the Treasury. Governor (2010–2014) of the Federal Reserve Board. Commissioner (2007–2010) of financial regulation for the State of Maryland. Member of the board of directors (2012–2014) of Neighborhood Reinvestment Corporation. Director of i(x) Investments, LLC.

Peter F. Volanakis

Born in 1955. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2010) of Corning Incorporated (communications equipment) and director of Corning Incorporated (2000–2010) and Dow Corning (2001–2010). Director (2012) of SPX Corporation (multi-industry manufacturing). Overseer of the Amos Tuck School of Business Administration, Dartmouth College (2001–2013). 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 in 1967. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Investment stewardship officer (2017–present), treasurer (2015–2017), controller (2010–2015), and assistant controller (2001–2010) of each of the investment companies served by Vanguard.

Christine M. Buchanan

Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard and global head of Fund Administration at Vanguard. Treasurer (2017–present) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG LLP (audit, tax, and advisory services).

Brian Dvorak

Born in 1973. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief compliance officer (2017–present) of Vanguard and each of the investment companies served by Vanguard. Assistant vice president (2017–present) of Vanguard Marketing Corporation. Vice president and director of Enterprise Risk Management (2011–2013) at Oppenheimer Funds, Inc.

Thomas J. Higgins

Born in 1957. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2008–present) and treasurer (1998–2008) of each of the investment companies served by Vanguard.

Peter Mahoney

Born in 1974. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Controller (2015–present) of each of the investment companies served by Vanguard. Head of International Fund Services (2008–2014) at Vanguard.

Anne E. Robinson

Born in 1970. Principal occupation(s) during the past five years and other experience: general counsel (2016–present) of Vanguard. Secretary (2016–present) of Vanguard and of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Director and senior vice president (2016–2018) of Vanguard Marketing Corporation. Managing director and general counsel of Global Cards and Consumer Services (2014–2016) at Citigroup. Counsel (2003–2014) at American Express.

Michael Rollings

Born in 1963. Principal occupation(s) during the past five years and other experience: finance director (2017–present) and treasurer (2017) of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Chief financial officer (2016–present) of Vanguard. Director (2016–present) of Vanguard Marketing Corporation. Executive vice president and chief financial officer (2006–2016) of MassMutual Financial Group.

Vanguard Senior Management Team
 
Joseph Brennan Chris D. McIsaac
Mortimer J. Buckley James M. Norris
Gregory Davis Thomas M. Rampulla
John James Karin A. Risi
Martha G. King Anne E. Robinson
John T. Marcante Michael Rollings
 
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

 


 

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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.  
 
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calling Vanguard at 800-662-2739. The guidelines are  
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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  
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  © 2018 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q7520 122018

 


 

Annual Report | October 31, 2018
Vanguard International Value Fund
 
 
 

 


 

Vanguard’s Principles for Investing Success

We want to give you the best chance of investment success. These principles, grounded in Vanguard’s research and experience, can put you on the right path.

Goals. Create clear, appropriate investment goals.

Balance. Develop a suitable asset allocation using broadly diversified funds. Cost. Minimize cost.

Discipline. Maintain perspective and long-term discipline.

A single theme unites these principles: Focus on the things you can control.

We believe there is no wiser course for any investor.

Contents  
Your Fund’s Performance at a Glance. 1
CEO’s Perspective. 3
Advisors’ Report. 5
Fund Profile. 10
Performance Summary. 12
Financial Statements. 14
Your Fund’s After-Tax Returns. 32
About Your Fund’s Expenses. 33
Glossary. 35

 

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.


 

Your Fund’s Performance at a Glance

• Vanguard International Value Fund returned –6.95% for the 12 months ended October 31, 2018, outpacing its benchmark and the average return of its international fund peers.

• Global stocks rallied early but fell back amid trade tensions and tightening monetary policy. A rising U.S. dollar hurt international equities, especially in emerging markets.

• Of the fund’s 11 sectors, only energy advanced on an absolute basis. Strong selection narrowed losses versus the benchmark, especially in information technology and financials. Holdings in consumer staples, communication services, utilities, and health care lagged their benchmark counterparts. Fund losses in Europe, the Pacific region, and emerging markets were less severe than the benchmark’s.

• The fund’s average annual return for the ten years ended October 31, 2018, exceeded that of its benchmark and narrowly trailed its peers’ average.

Total Returns: Fiscal Year Ended October 31, 2018  
  Total
  Returns
Vanguard International Value Fund -6.95%
MSCI All Country World Index ex USA -8.24
International Funds Average -8.67
International Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.  
 
 
Total Returns: Ten Years Ended October 31, 2018  
  Average
  Annual Return
International Value Fund 6.61%
Spliced International Index 5.95
International Funds Average 6.70
For a benchmark description, see the Glossary.  
International Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.  

 

The figures shown represent past performance, which is not a guarantee of future results. (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.

1


 

Expense Ratios    
Your Fund Compared With Its Peer Group    
    Peer Group
  Fund Average
International Value Fund 0.40% 1.31%

The fund expense ratio shown is from the prospectus dated February 22, 2018, and represents estimated costs for the current fiscal year. For the fiscal year ended October 31, 2018, the fund’s expense ratio was 0.38%. The peer-group expense ratio is derived from data provided by Lipper, a Thomson Reuters Company, and captures information through year-end 2017.

Peer group: International Funds.

2


 

CEO’s Perspective

 

Tim Buckley
President and Chief Executive Officer

Dear Shareholder,

Over the years, I’ve found that prudent investors exhibit a common trait: discipline. No matter how the markets move or what new investing fad hits the headlines, those who stay focused on their goals and tune out the noise are set up for long-term success.

The prime gateway to investing is saving, and you don’t usually become a saver without a healthy dose of discipline. Savers make the decision to sock away part of their income, which means spending less and delaying gratification, no matter how difficult that may be.

Of course, disciplined investing extends beyond diligent saving. The financial markets, in the short term especially, are unpredictable; I have yet to meet the investor who can time them perfectly. It takes discipline to resist the urge to go all-in when markets are frothy or to retreat when things look bleak.

Staying put with your investments is one strategy for handling volatility. Another, rebalancing, requires even more discipline because it means steering your money away from strong performers and toward poorer performers.

Patience—a form of discipline—is also the friend of long-term investors. Higher returns are the potential reward for weathering the market’s turbulence and uncertainty.

3


 

We have been enjoying one of the longest bull markets in history, but it won’t continue forever. Prepare yourself now for how you will react when volatility comes back. Don’t panic. Don’t chase returns or look for answers outside the asset classes you trust. And be sure to rebalance periodically, even when there’s turmoil.

Whether you’re a master of self-control, get a boost from technology, or work with a professional advisor, know that discipline is necessary to get the most out of your investment portfolio. And know that Vanguard is with you for the entire ride.

Thank you for your continued loyalty.

Sincerely,


Mortimer J. Buckley
President and Chief Executive Officer
November 16, 2018

Market Barometer      
    Average Annual Total Returns
    Periods Ended October 31, 2018
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) 6.98% 11.31% 11.05%
Russell 2000 Index (Small-caps) 1.85 10.68 8.01
Russell 3000 Index (Broad U.S. market) 6.60 11.27 10.81
FTSE All-World ex US Index (International) -7.99 4.57 2.01
 
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index      
(Broad taxable market) -2.05% 1.04% 1.83%
Bloomberg Barclays Municipal Bond Index      
(Broad tax-exempt market) -0.51 1.90 3.25
FTSE Three-Month U. S. Treasury Bill Index 1.67 0.86 0.52
 
CPI      
Consumer Price Index 2.52% 2.07% 1.60%

 

4


 

Advisors’ Report

For the 12 months ended October 31, 2018, Vanguard International Value Fund returned –6.95%. 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 on page 9 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 November 16, 2018.

Lazard Asset Management LLC

Portfolio Managers:

Michael G. Fry, Managing Director

Michael A. Bennett, CPA, Managing Director

Following several years of steady gains and historically low volatility, global equities fell sharply from record highs as the combination of rising U.S. rates, faltering global economic activity, and concerns surrounding global trade dampened equity prices.

This was exacerbated by Italian and Brexit political concerns and weak economic data from China. Non-U.S. markets, led by emerging markets, underperformed the United States; we believe this result reflects a divergence in investors’ perspectives about regional risks and potential returns.

The International Value Fund outperformed its benchmark, the MSCI All Country World Index ex USA. Stock selection in financials was a large driver of relative returns. Aon, a U.K.-based global insurance broker, rose 10% for the period, bolstering our thesis of the firm’s accelerating organic growth, improving profit margins, and free-cash-flow conversion attributable to innovation and scale. In industrials, shares of French aerospace company Safran rose more than 20% after it reported strong results.

Our selections in consumer staples detracted from relative returns. Anheuser-Busch InBev fell almost 38%. Although organic sales and EBITDA (earnings before interest, taxes, depreciation, and amortization) growth were in line with expectations, continued emerging-market foreign exchange pressure led to revenue downgrades.

Poor selections in emerging markets also hurt. Turkcell, Turkey’s largest mobile and fixed-line data provider, declined more than 40% for the period, largely because of macroeconomic concerns. We sold the stock as the Turkish lira slid further amid

5


 

the tense political environment, which we consider unlikely to be resolved in the short term.

U.S. economic data remain solid, buoyed by corporate tax cuts and strong business confidence. This is driving up inflationary expectations, interest rates, and the dollar while driving down unemployment. This tightening of U.S. monetary conditions is putting increasing pressure on the rest of the world, especially traditionally vulnerable emerging markets such as Turkey.

Trade-war rhetoric is hurting global trade sentiment, including a China that was already starting to slow and a Europe that is again facing political uncertainty. Rising costs may start to pressure profit margins, while rising rates are generically concerning given the amount of debt that has continued to pile up on some balance sheets since the global financial crisis.

Edinburgh Partners Limited

Portfolio Manager:

Sandy Nairn, Investment Partner, Director and CEO

Asset markets were softer over the 12 months despite the global economy remaining relatively robust and wages showing signs of hardening. The deflationary thesis is now hard to sustain, and bond markets have begun to reflect this outcome.

As a consequence, central banks are removing some of the liquidity they injected with quantitative easing, leading to interest rates beginning to return to normal. As the cost of money normalizes, it has the effect of sharpening the focus on valuation levels, which we believe can only be beneficial to long-term investors.

There remain some potential diversions to this path. The U.S. can still unsettle markets through the use of trade policy and sanctions. Wages have not risen for long enough to undermine populism and antimigration sentiment, leaving a number of hot spots. Italy’s budget and European Union membership is one such manifestation of this, and it retains the ability to undermine financial stability because of the size of the Italian bond market.

Also, significant public and private refinancing is falling due in the coming years. Set against overall lower global liquidity, this has the potential to be unsettling.

Against this backdrop, we expect the portfolio to continue to move toward stocks whose valuations rely less on strong growth and whose balance sheets are more robust, cash-flow rich, or both. This partly explains the increased exposure to communication services companies and the significant holdings in health care.

6


 

The two largest contributors to performance were Japanese trading company Mitsubishi, which benefited from recovery with its mining and gas operations, and Astra-Zeneca, for which reasonable news on drug approvals helped the share price. Gemalto, a European digital security company, also contributed to performance as the company was acquired; however, this only made back the decline in value associated with previous management missteps.

On the negative side, banks gave up some of their previous gains as concerns over Italy affected the European financial system.

We are cautious on the outlook and see significant risk among a range of stocks whose valuations have become inflated. The portfolio is not directly exposed to these companies, but it is entirely possible that if they fall, it will harm overall sentiment. We believe this ultimately will provide the right backdrop for investors such as us and will be a welcome relief after such an extended period during which fundamental analysis has not been rewarded.

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 early in the fiscal year, then reversed to finish lower. Positive drivers, including expectations for synchronized global growth and a benign inflationary environment, gave way to concerns over rising rates, slowing European/ Chinese growth, and trade tensions.

ARGA’s classic value approach generated strong performance during the market rise and cushioned declines amid later market weakness. ARGA invests in companies that trade at discounts because of temporary stress, then profit when valuations recover.

Although our valuation-based process focuses on individual companies, a large contribution to performance took place in the energy sector. Many portfolio energy holdings were purchased at discounted valuations after oil prices sharply declined a few years ago. ARGA research projected that cost-cutting, reduced capital spending, robust demand, and rebounding oil prices would drive recovery in industry returns and stock valuations. As this occurred, energy led performance.

7


 

More typically, company-specific issues drove performance. One of the largest company contributors was an Indian information technology services provider. Depressed valuation at the time we bought the stock reflected temporary stress amid the CEO’s exit and an industry slowdown. Our research projected growth reacceleration in discretionary spending in financials and growth in digital revenues. As that reacceleration played out, the stock valuation recovered and we profitably sold the position.

The largest company performance detractor was a global advertising leader. Near-term stress from the loss of large accounts pressured share pricing. Longer-term, we project a recovery in the valuation as the company resumes growth from its high exposure to the two fastest-growing ad segments, emerging market and digital, and completes turnaround programs.

ARGA’s long-term horizon enabled the discovery of many new investment opportunities during the period, particularly in the financial and information technology sectors. International market volatility late in the period and beyond added to these opportunities, especially in technology. Concerns over trade friction, decelerating global demand growth, and memory oversupply significantly lowered prices for many tech companies. As temporary stress mitigates and company strengths support profitability, we believe that many valuations will recover.

We remain confident that our existing portfolio of attractively valued companies, along with new opportunities, will generate strong future returns.

8


 

Vanguard International Value Fund Investment Advisors

  Fund Assets Managed  
Investment Advisor % $ Million Investment Strategy
Lazard Asset Management LLC 39 3,699 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 3,258 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 24 2,314 The advisor believes that investors overreact to
Management, LP     short-term developments in companies, leading to
      opportunities to generate gains as the businesses
      recover. 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 3 253 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.

 

9


 

International Value Fund

Fund Profile

As of October 31, 2018

Portfolio Characteristics    
    MSCI AC
    World Index
  Fund ex USA
Number of Stocks 151 2,162
Median Market Cap $33.5B $32.1B
Price/Earnings Ratio 12.5x 12.7x
Price/Book Ratio 1.4x 1.6x
Return on Equity 11.6% 12.6%
Earnings Growth    
Rate 4.0% 8.7%
Dividend Yield 3.3% 3.2%
Turnover Rate 28%
Ticker Symbol VTRIX
Expense Ratio1 0.40%
Short-Term Reserves 3.4%

 

Sector Diversification (% of equity exposure)
  Fund
Communication Services 10.3%
Consumer Discretionary 7.9
Consumer Staples 6.1
Energy 10.2
Financials 25.4
Health Care 11.0
Industrials 11.7
Information Technology 10.7
Materials 2.7
Real Estate 2.2
Utilities 1.8

Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.

 

Volatility Measures  
  MSCI AC
  World Index
  ex USA
R-Squared 0.96
Beta 0.91

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 2.3%
BP plc Integrated Oil & Gas 2.1
Royal Dutch Shell plc Integrated Oil & Gas 2.0
ICICI Bank Ltd. Diversified Banks 1.8
TOTAL SA Integrated Oil & Gas 1.7
Roche Holding AG Pharmaceuticals 1.6
Sumitomo Mitsui    
Financial Group Inc. Diversified Banks 1.6
Sanofi Pharmaceuticals 1.4
DBS Group Holdings    
Ltd. Diversified Banks 1.4
AstraZeneca plc Pharmaceuticals 1.3
Top Ten   17.2%

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

 


1 The expense ratio shown is from the prospectus dated February 22, 2018, and represents estimated costs for the current fiscal year. For the fiscal year ended October 31, 2018, the expense ratio was 0.38%.

10


 

International Value Fund

Market Diversification (% of equity exposure)
    MSCI AC
    World
    Index
  Fund ex USA
Europe    
United Kingdom 18.0% 12.1%
France 7.9 7.6
Switzerland 7.3 6.0
Germany 4.6 6.2
Netherlands 4.0 2.3
Spain 3.2 2.1
Norway 1.9 0.5
Finland 1.7 0.7
Sweden 1.5 1.8
Italy 1.2 1.6
Denmark 1.0 1.1
Other 1.2 1.5
Subtotal 53.5% 43.5%
Pacific    
Japan 17.5% 16.9%
South Korea 2.8 3.4
Singapore 2.4 0.9
Hong Kong 2.3 2.4
Australia 1.5 4.7
Other 0.0 0.1
Subtotal 26.5% 28.4%
Emerging Markets    
China 4.6% 7.4%
India 2.4 2.1
Taiwan 1.3 2.9
Thailand 1.2 0.6
Brazil 1.1 2.0
Indonesia 1.0 0.5
Other 1.7 5.5
Subtotal 13.3% 21.0%
North America    
United States 3.4% 0.0%
Canada 3.3 6.7
Subtotal 6.7% 6.7%
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.

Cumulative Performance: October 31, 2008, Through October 31, 2018
Initial Investment of $10,000


 

  Average Annual Total Returns  
  Periods Ended October 31, 2018  
        Final Value
  One Five Ten of a $10,000
  Year Years Years Investment
International Value Fund -6.95% 1.49% 6.61% $18,961
Spliced International Index -8.24 1.63 5.95 17,823
International Funds Average -8.67 1.76 6.70 19,133

For a benchmark description, see the Glossary.
International Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

See Financial Highlights for dividend and capital gains information.

12


 

International Value Fund

Fiscal-Year Total Returns (%): October 31, 2008, Through October 31, 2018


Average Annual Total Returns: Periods Ended September 30, 2018
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 1.90% 3.93% 4.95%

 

13


 

International Value Fund

Financial Statements

Statement of Net Assets

As of October 31, 2018

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.

    Market
    Value
  Shares ($000)
Common Stocks (93.9%)1    
Australia (1.4%)    
BHP Billiton Ltd. 3,527,066 81,382
QBE Insurance Group    
Ltd. 6,133,207 49,279
    130,661
Belgium (0.7%)    
Anheuser-Busch    
InBev SA/NV 940,516 69,562
 
Brazil (1.0%)    
BB Seguridade    
Participacoes SA 5,459,400 38,846
Cielo SA 9,517,720 33,759
Cia de Saneamento    
Basico do Estado    
de Sao Paulo 3,142,900 23,604
    96,209
Canada (3.1%)    
Suncor Energy Inc. 2,515,200 84,372
Rogers    
Communications Inc.    
Class B 1,532,800 78,931
Canadian Natural    
Resources Ltd. 2,054,300 56,364
Canadian National    
Railway Co. 533,400 45,599
National Bank of    
Canada 696,200 31,604
    296,870
China (4.3%)    
Tencent Holdings Ltd. 2,669,000 91,438
China Mobile Ltd. 9,645,000 90,353
Lenovo Group Ltd. 123,668,000 78,874

 

  Ping An Insurance    
  Group Co. of China    
  Ltd. 6,886,000 65,101
  Shanghai Fosun    
  Pharmaceutical    
  Group Co. Ltd. 14,918,000 44,859
* 58.com Inc. ADR 561,215 36,810
      407,435
Denmark (1.0%)    
  Carlsberg A/S Class B 450,052 49,648
  Pandora A/S 416,969 26,059
* Genmab A/S 129,791 17,760
      93,467
Finland (1.6%)    
  Nokia Oyj 13,201,731 74,571
  Sampo Oyj Class A 1,602,324 73,687
      148,258
France (7.4%)    
^ TOTAL SA 2,738,423 160,679
  Sanofi 1,492,068 133,333
  Safran SA 574,099 74,190
^ Vinci SA 590,263 52,533
  Vivendi SA 2,158,000 52,048
* Ubisoft Entertainment    
  SA 516,842 46,362
  BNP Paribas SA 793,198 41,337
  Cie Generale des    
  Etablissements    
  Michelin SCA 380,661 38,970
  ArcelorMittal 1,343,988 33,537
  Valeo SA 776,095 25,033
  Ingenico Group SA 337,458 23,884
  Natixis SA 3,560,935 20,788
      702,694

 

14


 

International Value Fund    
 
 
 
    Market
    Value
  Shares ($000)
Germany (4.3%)    
SAP SE 1,027,373 110,005
* Commerzbank AG 9,209,473 86,716
E.ON SE 7,248,202 70,091
Bayer AG 749,545 57,455
Fresenius SE & Co.    
KGaA 531,640 33,789
Linde AG- Tender Line 102,610 25,926
Muenchener    
Rueckversicherungs-    
Gesellschaft AG in    
Muenchen 109,170 23,448
    407,430
Hong Kong (2.2%)    
CK Hutchison Holdings    
Ltd. 7,797,692 78,539
Swire Pacific Ltd.    
Class A 6,451,850 67,026
Galaxy Entertainment    
Group Ltd. 10,278,000 55,801
^ Li & Fung Ltd. 38,162,000 7,574
    208,940
India (2.2%)    
ICICI Bank Ltd. ADR 17,901,073 169,881
* State Bank of India 11,642,309 44,306
    214,187
Indonesia (0.9%)    
Bank Negara Indonesia    
Persero Tbk PT 119,284,300 57,596
Telekomunikasi    
Indonesia Persero    
Tbk PT ADR 1,274,868 32,127
    89,723
Ireland (0.4%)    
* Ryanair Holdings plc    
ADR 489,054 40,494
 
Italy (1.1%)    
Eni SPA 5,275,379 93,690
UniCredit SPA 1,135,386 14,516
    108,206
Japan (16.4%)    
Sumitomo Mitsui    
Financial Group Inc. 3,856,600 150,157
Panasonic Corp. 8,435,300 90,523
Sumitomo Mitsui Trust    
Holdings Inc. 2,118,800 84,187
East Japan Railway Co. 941,200 82,202
Daiwa House Industry    
Co. Ltd. 2,700,300 81,534
Ryohin Keikaku Co. Ltd. 272,800 72,109
Alps Electric Co. Ltd. 2,761,300 65,092

 

Japan Post Holdings    
Co. Ltd. 5,473,800 64,911
Makita Corp. 1,841,100 63,651
Mitsubishi Corp. 2,235,900 62,930
Sumitomo Electric    
Industries Ltd. 4,439,000 60,537
Japan Tobacco Inc. 2,295,300 58,979
Nomura Holdings Inc. 12,169,400 58,437
Fujitsu Ltd. 950,930 57,853
Nidec Corp. 398,700 51,211
Omron Corp. 1,220,900 49,428
Sumitomo Realty &    
Development Co. Ltd. 1,417,877 48,718
DeNA Co. Ltd. 2,726,500 45,352
Yahoo Japan Corp. 13,049,500 40,712
Komatsu Ltd. 1,451,200 37,793
Kao Corp. 535,500 35,623
Inpex Corp. 2,376,800 27,064
ITOCHU Corp. 1,434,100 26,597
Honda Motor Co. Ltd. 827,700 23,627
Teijin Ltd. 1,227,300 21,277
Hitachi Ltd. 677,400 20,708
Toyota Motor Corp. 345,709 20,252
Daiwa Securities    
Group Inc. 3,414,000 19,578
Hino Motors Ltd. 1,950,100 18,667
Yamato Kogyo Co. Ltd. 701,000 18,474
    1,558,183
Netherlands (3.7%)    
Wolters Kluwer NV 1,681,219 95,384
NXP Semiconductors    
NV 1,046,225 78,456
Koninklijke Ahold    
Delhaize NV 3,150,988 72,128
ING Groep NV 5,694,472 67,372
ABN AMRO Group NV 1,749,003 42,899
    356,239
Norway (1.8%)    
DNB ASA 3,735,270 67,483
Equinor ASA 2,182,514 56,453
Telenor ASA 2,521,084 46,225
    170,161
Other (0.4%)    
Vanguard FTSE    
All-World ex-US ETF 718,406 34,290
 
Russia (0.8%)    
Yandex NV Class A 1,419,215 42,761
Gazprom PJSC ADR    
(XLON) 6,896,510 32,610
Gazprom PJSC ADR    
(XOTC) 740,167 3,479
    78,850

 

15


 

International Value Fund    
 
 
 
    Market
    Value
  Shares ($000)
Singapore (2.2%)    
DBS Group Holdings    
Ltd. 7,847,300 133,148
Singapore    
Telecommunications    
Ltd. 35,267,900 80,559
    213,707
South Africa (0.7%)    
Sanlam Ltd. 8,552,492 43,064
Mr Price Group Ltd. 1,554,975 24,347
    67,411
South Korea (2.6%)    
Samsung Electronics    
Co. Ltd. 2,317,786 86,768
Samsung SDI Co. Ltd. 267,512 55,633
Hana Financial Group    
Inc. 984,207 33,154
E-MART Inc. 178,078 32,036
Shinhan Financial    
Group Co. Ltd. 561,096 20,898
Kia Motors Corp. 675,146 16,876
    245,365
Spain (3.0%)    
Telefonica SA 8,601,559 70,560
Red Electrica Corp. SA 3,190,915 66,073
Banco Santander SA 10,909,809 51,909
Banco Bilbao Vizcaya    
Argentaria SA 7,576,533 41,816
Banco de Sabadell SA 28,956,274 38,124
Mapfre SA 7,131,176 21,309
* Banco Santander SA    
Rights    
Exp. 11/01/2018 10,909,809 424
    290,215
Sweden (1.4%)    
Assa Abloy AB Class B 4,211,428 83,768
* Nordea Bank Abp 5,671,872 49,294
    133,062
Switzerland (6.9%)    
Novartis AG 2,490,117 218,066
Roche Holding AG 627,546 152,721
Credit Suisse Group    
AG 6,226,274 81,400
Adecco Group AG 1,221,508 59,817
LafargeHolcim Ltd. 1,257,065 58,215
ABB Ltd. 1,785,315 35,923
Cie Financiere    
Richemont SA 370,591 27,087
Sonova Holding AG 119,800 19,538
    652,767

 

Taiwan (1.2%)    
Taiwan Semiconductor    
Manufacturing Co.    
Ltd. 9,604,304 72,103
Silicon Motion    
Technology Corp.    
ADR 1,148,762 43,182
    115,285
Thailand (1.2%)    
Bangkok Bank PCL 13,166,800 82,295
Kasikornbank PCL    
(Foreign) 4,662,600 28,067
    110,362
United Kingdom (16.8%)    
Royal Dutch Shell plc    
Class A (XAMS) 5,292,716 168,105
AstraZeneca plc 1,635,922 125,131
Kingfisher plc 35,477,451 115,201
BP plc 14,362,003 103,747
Prudential plc 5,125,284 102,627
Tesco plc 34,454,090 93,833
BP plc ADR 2,150,091 93,249
Shire plc 1,302,684 78,618
Barclays plc 35,577,925 78,389
Compass Group plc 3,754,485 73,846
British American    
Tobacco plc 1,565,089 67,847
ITV plc 35,492,899 67,375
Unilever plc 1,217,637 64,498
Vodafone Group plc 30,417,456 57,201
Ferguson plc 788,057 53,131
RELX plc 2,589,189 51,206
HSBC Holdings plc 5,877,471 48,369
WPP plc 4,000,681 45,271
Lloyds Banking Group    
plc 43,499,827 31,744
Royal Dutch Shell plc    
Class A (XLON) 827,596 26,366
Whitbread plc 424,654 23,877
Babcock International    
Group plc 2,143,115 16,713
Ashtead Group plc 655,454 16,181
    1,602,525
United States (3.2%)    
Accenture plc Class A 652,390 102,830
Aon plc 526,455 82,222
Medtronic plc 1,101,385 98,926
RenaissanceRe    
Holdings Ltd. 180,525 22,053
    306,031
Total Common Stocks    
(Cost $9,031,616)   8,948,589

 

16


 

International Value Fund    
 
 
 
      Market
      Value
    Shares ($000)
Temporary Cash Investments (6.1%)1  
Money Market Fund (6.0%)    
4,5 Vanguard Market    
  Liquidity Fund,    
  2.308% 5,683,311 568,331
 
    Face  
    Amount  
    ($000)  
U. S. Government and Agency Obligations (0.1%)
6 United States    
  Treasury Bill,    
  2.034%, 11/15/18 3,000 2,998
6 United States    
  Treasury Bill,    
  2.314%, 2/28/19 6,000 5,955
6 United States    
  Treasury Bill,    
  2.365%, 3/21/19 2,500 2,477
      11,430
Total Temporary Cash Investments  
(Cost $579,737)   579,761
Total Investments (100.0%)    
(Cost $9,611,353)   9,528,350
Other Assets and Liabilities (0.0%)  
Other Assets 6,7   69,330
Liabilities 5   (73,391)
      (4,061)
Net Assets (100%)    
Applicable to 265,612,705 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 9,524,289
Net Asset Value Per Share   $35.86

 

  Amount
  ($000)
Statement of Assets and Liabilities  
Assets  
Investments in Securities, at Value  
Unaffiliated Issuers 8,925,729
Affiliated Issuers 602,621
Total Investments in Securities 9,528,350
Investment in Vanguard 520
Receivables for Accrued Income 38,521
Receivables for Capital Shares Issued 2,904
Variation Margin Receivable—  
Futures Contracts 4,392
Unrealized Appreciation—  
Forward Currency Contracts 54
Other Assets 6,7 22,939
Total Assets 9,597,680
Liabilities  
Payables for Investment Securities  
Purchased 971
Collateral for Securities on Loan 45,198
Payables to Investment Advisor 4,093
Payables for Capital Shares Redeemed 4,877
Payables to Vanguard 12,320
Variation Margin Payable—  
Futures Contracts 94
Unrealized Depreciation—  
Forward Currency Contracts 5,475
Other Liabilities 363
Total Liabilities 73,391
Net Assets 9,524,289

 

17


 

International Value Fund

At October 31, 2018, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 9,135,255
Total Distributable Earnings (Loss) 389,034
Net Assets 9,524,289

 

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 $42,254,000.
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 96.1% and 3.9%, 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 October 31, 2018, the value of this
security represented 0.5% 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 $45,198,000 of collateral received for securities
on loan.
6 Securities with a value of $11,279,000 and cash of $113,000
have been segregated as initial margin for open futures
contracts.
7 Cash of $4,700,000 has been segregated as collateral for open
forward currency contracts.
ADR—American Depositary Receipt.

18


 

International Value Fund            
 
 
Derivative Financial Instruments Outstanding as of Period End      
Futures Contracts            
            ($000)
            Value and
      Number of   Unrealized
      Long (Short) Notional Appreciation
    Expiration Contracts Amount (Depreciation)
Long Futures Contracts            
Dow Jones EURO STOXX 50 Index December 2018   2,069 74,850 (3,484)
Topix Index December 2018   412 59,919 (1,851)
FTSE 100 Index December 2018   415 37,721 (1,100)
S&P ASX 200 Index December 2018   367 37,671 (2,270)
            (8,705)
 
Forward Currency Contracts            
            Unrealized
  Contract         Appreciation
  Settlement Contract Amount (000) (Depreciation)
Counterparty Date   Receive   Deliver ($000)
Morgan Stanley Capital Services LLC 12/28/18 EUR 61,788 USD 72,584 (2,209)
BNP Paribas 12/18/18 JPY 5,868,146 USD 53,030 (800)
Toronto-Dominion Bank 12/28/18 GBP 29,626 USD 39,426 (1,436)
Morgan Stanley Capital Services LLC 12/27/18 AUD 47,616 USD 34,367 (627)
JPMorgan Chase Bank, N.A. 12/28/18 EUR 11,114 USD 12,902 (244)
JPMorgan Chase Bank, N.A. 12/18/18 JPY 1,111,970 USD 9,887 10
BNP Paribas 12/27/18 AUD 6,852 USD 4,956 (100)
Credit Suisse International 12/28/18 GBP 2,555 USD 3,333 (57)
BNP Paribas 12/27/18 AUD 4,710 USD 3,333 4
UBS AG 12/18/18 JPY 164,025 USD 1,447 12
UBS AG 12/28/18 USD 3,815 EUR 3,339 12
BNP Paribas 12/28/18 USD 1,963 GBP 1,527 5
BNP Paribas 12/27/18 USD 1,793 AUD 2,533 (2)
JPMorgan Chase Bank, N.A. 12/18/18 USD 1,432 JPY 160,300 5
UBS AG 12/28/18 USD 290 GBP 222 6
            (5,421)
AUD—Australian dollar.            
EUR—Euro.            
GBP—British pound.            
JPY—Japanese yen.            
USD—U.S. dollar.            

 

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

19


 

International Value Fund  
 
 
Statement of Operations  
 
  Year Ended
  October 31, 2018
  ($000)
Investment Income  
Income  
Dividends Received from Unaffiliated Issuers1 274,636
Dividends—Affiliated Issuers 1,082
Interest Received from Unaffiliated Issuers 257
Interest—Affiliated Issuers 7,936
Securities Lending—Net 3,171
Total Income 287,082
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 16,831
Performance Adjustment (533)
The Vanguard Group—Note C  
Management and Administrative 20,105
Marketing and Distribution 1,526
Custodian Fees 860
Auditing Fees 47
Shareholders’ Reports and Proxy 150
Trustees’ Fees and Expenses 17
Total Expenses 39,003
Net Investment Income 248,079
Realized Net Gain (Loss)  
Investment Securities Sold—Unaffiliated Issuers 320,901
Investment Securities Sold—Affiliated Issuers (106)
Futures Contracts (4,304)
Forward Currency Contracts (11,440)
Foreign Currencies (3,845)
Realized Net Gain (Loss) 301,312
Change in Unrealized Appreciation (Depreciation)  
Investment Securities Sold—Unaffiliated Issuers (1,246,507)
Investment Securities Sold—Affiliated Issuers (4,258)
Futures Contracts (13,320)
Forward Currency Contracts (1,950)
Foreign Currencies 534
Change in Unrealized Appreciation (Depreciation) (1,265,501)
Net Increase (Decrease) in Net Assets Resulting from Operations (716,110)
1 Dividends are net of foreign withholding taxes of $21,057,000.  
 
See accompanying Notes, which are an integral part of the Financial Statements.  

 

20


 

International Value Fund    
 
 
Statement of Changes in Net Assets    
 
  Year Ended October 31,
  2018 2017
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 248,079 195,603
Realized Net Gain (Loss) 301,312 260,429
Change in Unrealized Appreciation (Depreciation) (1,265,501) 1,473,826
Net Increase (Decrease) in Net Assets Resulting from Operations (716,110) 1,929,858
Distributions    
Net Investment Income (189,521) (177,654)
Realized Capital Gain
Total Distributions (189,521) (177,654)
Capital Share Transactions    
Issued 1,541,114 1,229,424
Issued in Lieu of Cash Distributions 175,732 167,198
Redeemed (1,251,235) (1,057,330)
Net Increase (Decrease) from Capital Share Transactions 465,611 339,292
Total Increase (Decrease) (440,020) 2,091,496
Net Assets    
Beginning of Period 9,964,309 7,872,813
End of Period 9,524,289 9,964,309

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

21


 

International Value Fund          
 
 
Financial Highlights          
 
 
For a Share Outstanding     Year Ended October 31,
Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $39.26 $32.30 $33.22 $36.87 $37.12
Investment Operations          
Net Investment Income . 9501 .7811 .721 .669 .9772
Net Realized and Unrealized Gain (Loss)          
on Investments (3.607) 6.905 (.979) (3.373) (.530)
Total from Investment Operations (2.657) 7.686 (.258) (2.704) .447
Distributions          
Dividends from Net Investment Income (.743) (.726) (. 662) (. 946) (. 697)
Distributions from Realized Capital Gains
Total Distributions (.743) (.726) (. 662) (. 946) (. 697)
Net Asset Value, End of Period $35.86 $39.26 $32.30 $33.22 $36.87
 
Total Return3 -6.95% 24.33% -0.67% -7.43% 1.20%
 
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $9,524 $9,964 $7,873 $7,932 $8,271
Ratio of Total Expenses to Average Net Assets4 0.38% 0.40% 0.43% 0.46% 0.44%
Ratio of Net Investment Income to          
Average Net Assets 2.41% 2.21% 2.29% 1.95% 2.64%2
Portfolio Turnover Rate 28% 34% 30% 36% 37%

1 Calculated based on average shares outstanding.
2 Net investment income per share and the ratio of net investment income to average net assets include $0.175 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.
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 performance-based investment advisory fee increases (decreases) of (0.01%), 0.00%, 0.03%, 0.04%, and 0.03%.

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

22


 

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 clearing-house imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract. Any assets pledged as initial margin for open contracts are noted in the Statement of Net Assets.

23


 

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 notional amounts of the contracts are not recorded in the Statement of Net Assets. Fluctuations in the value of the contracts are recorded in the Statement of 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 year ended October 31, 2018, the fund’s average investments in long and short futures contracts represented 2% and 0% of net assets, respectively, based on the average of the notional amounts at each quarter-end during the period. The fund’s average investment in forward currency contracts represented 2% of net assets, based on the average of the 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, 2015–2018), 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. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes.

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 before the

24


 

International Value Fund

opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the event of a default, the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Net Assets 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 October 31, 2018, 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.

25


 

International Value Fund

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 and ARGA Investment Management, LP, is subject to quarterly adjustments based on performance relative to the MSCI All Country World Index ex US for the preceding five years. The basic fee of Edinburgh Partners Limited is subject to quarterly adjustments based on performance relative to the MSCI All Country World Index ex US for the preceding three years.

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

For the year ended October 31, 2018, the aggregate investment advisory fee represented an effective annual basic rate of 0.16% of the fund’s average net assets, before a decrease of $533,000 (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 Net Assets. All other costs of operations payable to Vanguard are generally settled twice a month.

Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At October 31, 2018, the fund had contributed to Vanguard capital in the amount of $520,000, representing 0.01% of the fund’s net assets and 0.21% 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). Any investments valued with significant unobservable inputs are noted on the Statement of Net Assets.

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International Value Fund

The following table summarizes the market value of the fund’s investments as of October 31, 2018, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 1,273,839 7,674,750
Temporary Cash Investments 568,331 11,430
Futures Contracts—Assets1 4,392
Futures Contracts—Liabilities1 (94)
Forward Currency Contracts—Assets 54
Forward Currency Contracts—Liabilities (5,475)
Total 1,846,468 7,680,759
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 $119,525,000 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 $137,837,000 based on Level 1 inputs were transferred from Level 2 during the fiscal period.

E. At October 31, 2018, 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)
Variation Margin Receivable—Futures Contracts 4,392 4,392
Unrealized Appreciation—Forward Currency Contracts 54 54
Total Assets 4,392 54 4,446
 
Variation Margin Payable—Futures Contracts (94) (94)
Unrealized Depreciation—Forward Currency Contracts (5,475) (5,475)
Total Liabilities (94) (5,475) (5,569)

 

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International Value Fund

Realized net gain (loss) and the change in unrealized appreciation (depreciation) on derivatives for the year ended October 31, 2018, were:

    Foreign  
  Equity Exchange  
  Contracts Contracts Total
Realized Net Gain (Loss) on Derivatives ($000) ($000) ($000)
Futures Contracts (4,304) (4,304)
Forward Currency Contracts (11,440) (11,440)
Realized Net Gain (Loss) on Derivatives (4,304) (11,440) (15,744)
 
Change in Unrealized Appreciation (Depreciation) on Derivatives      
Futures Contracts (13,320) (13,320)
Forward Currency Contracts (1,950) (1,950)
Change in Unrealized Appreciation (Depreciation)      
on Derivatives (13,320) (1,950) (15,270)

 

F. Permanent differences between book-basis and tax-basis components of net assets are reclassified among capital accounts in the financial statements to reflect their tax character. These reclassifications have no effect on net assets or net asset value per share. As of period end, the following permanent differences primarily attributable to the accounting for foreign currency transactions and distributions in connection with fund share redemptions, were reclassified to the following accounts:

  Amount
  ($000)
Paid-in Capital 32,212
Total Distributable Earnings (Loss) (32,212)

 

Temporary differences between book-basis and tax-basis components of total distributable earnings (loss) arise when certain items of income, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. The differences are primarily related to the tax deferral of losses on wash sales, the realization of unrealized gains or losses on certain futures contracts, forward currency contracts and unrealized gains on passive foreign investment companies. As of period end, the tax-basis components of total distributable earnings (loss) are detailed in the table as follows:

  Amount
  ($000)
Undistributed Ordinary Income 252,264
Undistributed Long-Term Gains 248,341
Capital Loss Carryforwards (Non-expiring)
Net Unrealized Gains (Losses) (100,301)

 

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International Value Fund

As of October 31, 2018, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:

  Amount
  ($000)
Tax Cost 9,623,442
Gross Unrealized Appreciation 814,945
Gross Unrealized Depreciation (914,158)
Net Unrealized Appreciation (Depreciation) (99,213)

 

G. During the year ended October 31, 2018, the fund purchased $2,994,024,000 of investment securities and sold $2,709,018,000 of investment securities, other than temporary cash investments.

H. Capital shares issued and redeemed were:    
  Year Ended October 31,
  2018 2017
  Shares Shares
  (000) (000)
Issued 39,096 34,979
Issued in Lieu of Cash Distributions 4,439 5,264
Redeemed (31,720) (30,193)
Net Increase (Decrease) in Shares Outstanding 11,815 10,050

 

I. Transactions during the period in investments where the issuer is another member of The Vanguard Group were as follows:

          Current Period Transactions  
  Oct. 31,   Proceeds  Realized       Oct. 31,
  2017   from Net Change in   Capital Gain 2018
  Market  Purchases  Securities Gain  Unrealized   Distributions Market
  Value at Cost Sold (Loss)  App. (Dep.)  Income Received Value
  ($000) ($000) ($000) ($000) ($000) ($000)  ($000) ($000)
Vanguard FTSE                
All-World ex-US ETF 38,607 (4,317) 1,082 34,290
Vanguard Market                
Liquidity Fund 503,134 NA1 NA1 (106) 59 7,936 568,331
Total 541,741 (106) (4,258) 9,018 602,621

1 Not applicable—purchases and sales are for temporary cash investment purposes.

J. Management has determined that no events or transactions occurred subsequent to October 31, 2018, that would require recognition or disclosure in these financial statement.

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Vanguard Trustees’ Equity Fund and Shareholders of Vanguard International Value Fund

Opinion on the Financial Statements

We have audited the accompanying statement of net assets and statement of assets and liabilities of Vanguard International Value Fund (one of the funds constituting Vanguard Trustees’ Equity Fund, referred to hereafter as the “Fund”) as of October 31, 2018, the related statement of operations for the year ended October 31, 2018, the statement of changes in net assets for each of the two years in the period ended October 31, 2018, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2018 and the financial highlights for each of the five years in the period ended October 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2018 by correspondence with the custodians and brokers and by agreement to the underlying ownership records of the transfer agent; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 18, 2018

We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.

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Special 2018 tax information (unaudited) for Vanguard International Value Fund

This information for the fiscal year ended October 31, 2018, is included pursuant to provisions of the Internal Revenue Code.

The fund distributed $169,678,000 of qualified dividend income to shareholders during the fiscal year.

The fund designates to shareholders foreign source income of $241,382,000 and foreign taxes paid of $19,621,000. Shareholders will receive more detailed information with their Form 1099-DIV in January 2019 to determine the calendar-year amounts to be included on their 2018 tax returns.

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Your Fund’s After-Tax Returns

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

Calculations are based on the highest individual federal income tax and capital gains tax rates in effect at the times of the distributions and the hypothetical sales. State and local taxes were not considered. After-tax returns reflect any qualified dividend income, using actual prior-year figures and estimates for 2018. (In the example, returns after the sale of fund shares may be higher than those assuming no sale. This occurs when the sale would have produced a capital loss. The calculation assumes that the investor received a tax deduction for the loss.)

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

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

Average Annual Total Returns: International Value Fund      
Periods Ended October 31, 2018      
  One Five Ten
  Year Years Years
Returns Before Taxes -6.95% 1.49% 6.61%
Returns After Taxes on Distributions -7.31 0.99 6.10
Returns After Taxes on Distributions and Sale of Fund Shares -3.72 1.13 5.35

 

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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.

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Six Months Ended October 31, 2018      
  Beginning Ending Expenses
  Account Value Account Value Paid During
International Value Fund 4/30/2018 10/31/2018 Period
Based on Actual Fund Return $1,000.00 $899.42 $1.77
Based on Hypothetical 5% Yearly Return 1,000.00 1,023.34 1.89

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 0.37%. 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 (184/365).

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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.

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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.

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The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

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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 211 Vanguard funds.

Information for each trustee and executive officer of the fund appears below. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.

Interested Trustees1

F. William McNabb III

Born in 1957. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: chairman of the board (January 2010–present) of Vanguard and of each of the investment companies served by Vanguard, trustee (2009–present) of each of the investment companies served by Vanguard, and director (2008–present) of Vanguard. Chief executive officer and president (2008–2017) of Vanguard and each of the investment companies served by Vanguard, managing director (1995–2008) of Vanguard, and director (1997–2018) of Vanguard Marketing Corporation. Director (2018–present) of UnitedHealth Group.

Mortimer J. Buckley

Born in 1969. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chief executive officer (January 2018–present) of Vanguard; chief executive officer, president, and trustee (January 2018–present) of each of the investment companies served by Vanguard; president and director (2017–present) of Vanguard; and president (February 2018–present) of Vanguard Marketing Corporation. Chief investment officer (2013–2017), managing director (2002–2017), head of the Retail Investor Group (2006–2012), and chief information officer (2001–2006) of Vanguard. Chairman of the board (2011–2017) of the Children’s Hospital of Philadelphia.

Independent Trustees

Emerson U. Fullwood

Born in 1948. Trustee since January 2008. Principal occupation(s) during the past five years and other experience: executive chief staff and marketing officer for North America and corporate vice president (retired 2008) of Xerox Corporation (document management products and services). Former president of the Worldwide Channels Group, Latin America, and Worldwide Customer Service and executive chief staff officer of Developing Markets of Xerox. Executive in residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology. Lead director of SPX FLOW, Inc. (multi-industry manufacturing). Director of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, and Roberts Wesleyan College. Trustee of the University of Rochester.

Amy Gutmann

Born in 1949. Trustee since June 2006. Principal occupation(s) during the past five years and other experience: president (2004–present) 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.

1 Mr. McNabb and Mr. Buckley are considered “interested persons,” as defined in the Investment Company Act of 1940, because they are officers of the Vanguard funds.


 

JoAnn Heffernan Heisen

Born in 1950. Trustee since July 1998. Principal occupation(s) during the past five years and other experience: corporate vice president of Johnson & Johnson (pharmaceuticals/medical devices/consumer products) and member of its executive committee (1997–2008). Chief global diversity officer (retired 2008), vice president and chief information officer (1997–2006), controller (1995–1997), treasurer (1991–1995), and assistant treasurer (1989–1991) of Johnson & Johnson. 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 in 1949. Trustee since October 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2009) and vice chairman of the board (2008–2009) of Cummins Inc. (industrial machinery). Chairman of the board of Hillenbrand, Inc. (specialized consumer services), Oxfam America, and the Lumina Foundation for Education. Director of 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 in 1953. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: senior vice president and chief financial officer (retired 2013) of IBM (information technology services). Fiduciary member of IBM’s Retirement Plan Committee (2004–2013), senior vice president and general manager (2002–2004) of IBM Global Financing, vice president and controller (1998–2002) of IBM, and a variety of other prior management roles at IBM. Member of the Council on Chicago Booth.

Scott C. Malpass

Born in 1962. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: chief investment officer (1989–present) and vice president (1996–present) of the University of Notre Dame. Assistant professor of finance at the Mendoza College of Business, University of Notre Dame, and member of the Notre Dame 403(b) Investment Committee. Chairman of the board of TIFF Advisory Services, Inc. Member of the board of Catholic Investment Services, Inc. (investment advisors), the board of advisors for Spruceview Capital Partners, and the board of superintendence of the Institute for the Works of Religion.

Deanna Mulligan

Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: president (2010–present) and chief executive officer (2011–present) of The Guardian Life Insurance Company of America. Chief operating officer (2010–2011) and executive vice president (2008–2010) of Individual Life and Disability of The Guardian Life Insurance Company of America. Member of the board of The Guardian Life Insurance Company of America, the American Council of Life Insurers, the Partnership for New York City (business leadership), and the Committee Encouraging Corporate Philanthropy. Trustee of the Economic Club of New York and the Bruce Museum (arts and science). Member of the Advisory Council for the Stanford Graduate School of Business.

André F. Perold

Born in 1952. Trustee since December 2004. Principal occupation(s) during the past five years and other experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011). Chief investment officer and co-managing partner of HighVista Strategies LLC (private investment firm). Overseer of the Museum of Fine Arts Boston.

Sarah Bloom Raskin

Born in 1961. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: deputy secretary (2014–2017) of the United States Department of the Treasury. Governor (2010–2014) of the Federal Reserve Board. Commissioner (2007–2010) of financial regulation for the State of Maryland. Member of the board of directors (2012–2014) of Neighborhood Reinvestment Corporation. Director of i(x) Investments, LLC.

Peter F. Volanakis

Born in 1955. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2010) of Corning Incorporated (communications equipment) and director of Corning Incorporated (2000–2010) and Dow Corning (2001–2010). Director (2012) of SPX Corporation (multi-industry manufacturing). Overseer of the Amos Tuck School of Business Administration, Dartmouth College (2001–2013). 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 in 1967. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Investment stewardship officer (2017–present), treasurer (2015–2017), controller (2010–2015), and assistant controller (2001–2010) of each of the investment companies served by Vanguard.

Christine M. Buchanan

Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard and global head of Fund Administration at Vanguard. Treasurer (2017–present) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG LLP (audit, tax, and advisory services).

Brian Dvorak

Born in 1973. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief compliance officer (2017–present) of Vanguard and each of the investment companies served by Vanguard. Assistant vice president (2017–present) of Vanguard Marketing Corporation. Vice president and director of Enterprise Risk Management (2011–2013) at Oppenheimer Funds, Inc.

Thomas J. Higgins

Born in 1957. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2008–present) and treasurer (1998–2008) of each of the investment companies served by Vanguard.

Peter Mahoney

Born in 1974. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Controller (2015–present) of each of the investment companies served by Vanguard. Head of International Fund Services (2008–2014) at Vanguard.

Anne E. Robinson

Born in 1970. Principal occupation(s) during the past five years and other experience: general counsel (2016–present) of Vanguard. Secretary (2016–present) of Vanguard and of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Director and senior vice president (2016–2018) of Vanguard Marketing Corporation. Managing director and general counsel of Global Cards and Consumer Services (2014–2016) at Citigroup. Counsel (2003–2014) at American Express.

Michael Rollings

Born in 1963. Principal occupation(s) during the past five years and other experience: finance director (2017–present) and treasurer (2017) of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Chief financial officer (2016–present) of Vanguard. Director (2016–present) of Vanguard Marketing Corporation. Executive vice president and chief financial officer (2006–2016) of MassMutual Financial Group.

Vanguard Senior Management Team
 
Joseph Brennan Chris D. McIsaac
Mortimer J. Buckley James M. Norris
Gregory Davis Thomas M. Rampulla
John James Karin A. Risi
Martha G. King Anne E. Robinson
John T. Marcante Michael Rollings
 
 
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

 


 

 

P.O. Box 2600
Valley Forge, PA 19482-2600

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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 information about your fund on the  
SEC’s website, and you can receive copies of this  
information, for a fee, by sending a request via email  
addressed to publicinfo@sec.gov.  
  © 2018 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q460 122018

 


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

Item 3: Audit Committee Financial Expert. All members of the Audit Committee have been determined by the
Registrant’s Board of Trustees to be Audit Committee Financial Experts and to be independent: JoAnn Heffernan
Heisen, F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis.

Item 4: Principal Accountant Fees and Services.

(a) Audit Fees.

Audit Fees of the Registrant.

Fiscal Year Ended October 31, 2018: $150,000
Fiscal Year Ended October 31, 2017: $159,000

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

Fiscal Year Ended October 31, 2018: $9,734,277
Fiscal Year Ended October 31, 2017: $8,424,459

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

(b) Audit-Related Fees.

Fiscal Year Ended October 31, 2018: $5,581,336
Fiscal Year Ended October 31, 2017: $3,194,093

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

(c) Tax Fees.

Fiscal Year Ended October 31, 2018: $347,985
Fiscal Year Ended October 31, 2017: $274,313

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

(d) All Other Fees.

Fiscal Year Ended October 31, 2018: $0
Fiscal Year Ended October 31, 2017: $0

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


 

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

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

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

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

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

(g) Aggregate Non-Audit Fees.

Fiscal Year Ended October 31, 2018: $347,985
Fiscal Year Ended October 31, 2017: $274,313

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

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

Item 5: Audit Committee of Listed Registrants.

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

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

Not Applicable.


 

Item 13: Exhibits.

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

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

  VANGUARD TRUSTEES’ EQUITY FUND
 
By: /s/ MORTIMER J. BUCKLEY*
  MORTIMER J. BUCKLEY
  CHIEF EXECUTIVE OFFICER
 
Date: December 18, 2018

 

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/ MORTIMER J. BUCKLEY*
  MORTIMER J. BUCKLEY
  CHIEF EXECUTIVE OFFICER
 
Date: December 18, 2018

 

  VANGUARD TRUSTEES’ EQUITY FUND
 
By: /s/ THOMAS J. HIGGINS*
  THOMAS J. HIGGINS
  CHIEF FINANCIAL OFFICER
 
Date: December 18, 2018

 

* By: /s/ Anne E. Robinson

Anne E. Robinson, pursuant to a Power of Attorney filed on January 18, 2018 see file Number 33-32216,
Incorporated by Reference.