N-CSR 1 tm2331781d4_ncsr.htm N-CSR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT

OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-01530

 

Name of Registrant: Vanguard Explorer 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, 2022—October 31, 2023

 

 

 

 

Item 1: Reports to Shareholders

 

 

 

Annual Report   |   October 31, 2023
Vanguard Explorer™ Fund
See the inside front cover for important information about your fund’s annual and semiannual shareholder reports.

 

Important information about shareholder reports
Beginning in July 2024, amendments adopted by the Securities and Exchange Commission will substantially impact the design, content, and transmission of shareholder reports. Shareholder reports will provide key fund information in a clear and concise format and must be mailed to each shareholder that has not elected to receive the reports electronically. Financial statements will no longer be included in the shareholder report but will be available at vanguard.com, can be mailed upon request, or can be accessed on the SEC’s website at www.sec.gov.
You may elect to receive shareholder reports and other communications from the fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the fund, by calling Vanguard at one of the phone numbers on the back cover of this report or by logging on to vanguard.com.
Contents
Your Fund’s Performance at a Glance

1
Advisors' Report

2
About Your Fund’s Expenses

7
Performance Summary

9
Financial Statements

11
Please note: The opinions expressed in this report are just that—informed opinions. They should not be considered promises or advice. Also, please keep in mind that the information and opinions cover the period through the date on the front of this report. Of course, the risks of investing in your fund are spelled out in the prospectus.

 

Your Fund’s Performance at a Glance
For the 12 months ended October 31, 2023, Vanguard Explorer Fund returned –2.33% for Investor Shares and –2.24% for Admiral Shares. The fund held up better than its benchmark, the Russell 2500 Growth Index, which returned –4.80%.
Early on, inflation continued to ease amid ongoing interest rate hikes by the Federal Reserve. Unexpected resilience in the labor market and consumer spending helped dial back expectations of a sustained recession, but the prospect of higher interest rates for longer and heightened geopolitical tensions weighed on market sentiment toward the close of the period.
Growth stocks outperformed their value counterparts and large-capitalization stocks outpaced small- and mid-caps.
Six of the fund’s 11 sectors contributed to performance. Health care, industrials, and energy produced the strongest results. Consumer discretionary and consumer staples were the biggest detractors.
Market Barometer
  Average Annual Total Returns
Periods Ended October 31, 2023
  One Year Three Years Five Years
Stocks      
Russell 1000 Index (Large-caps) 9.48% 9.53% 10.71%
Russell 2000 Index (Small-caps) -8.56 3.95 3.31
Russell 3000 Index (Broad U.S. market) 8.38 9.19 10.23
FTSE All-World ex US Index (International) 12.35 3.51 3.88
Bonds      
Bloomberg U.S. Aggregate Float Adjusted Index
(Broad taxable market)
0.53% -5.51% 0.03%
Bloomberg Municipal Bond Index
(Broad tax-exempt market)
2.64 -2.48 1.00
FTSE Three-Month U.S. Treasury Bill Index 4.94 1.93 1.80
CPI      
Consumer Price Index 3.24% 5.72% 4.00%
1

 

Advisors’ Report
For the 12 months ended October 31, 2023, Vanguard Explorer Fund returned –2.33% for Investor Shares and –2.24% for Admiral Shares. It held up better than its benchmark, the Russell 2500 Growth Index, which returned –4.80%.
Your fund is managed by five independent advisors, a strategy that enhances its 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 table on page 6 lists the advisors, the amount and percentage of fund assets each manages, and brief descriptions of their investment strategies.
The advisors have provided the following assessment of the investment environment during the past 12 months and the notable successes and shortfalls in their portfolios. These comments were prepared on November 14, 2023.
Wellington Management Company llp
Portfolio Manager:
Daniel J. Fitzpatrick, CFA, Senior Managing
Director and Equity Portfolio Manager
During the year ended October 31, 2023, small-capitalization stocks posted negative results, as measured by the Russell 2000 Index, and underperformed large-cap stocks, as measured by the Standard & Poor’s 500 Index.
Our stock selection in health care, communication services, and industrials contributed to relative returns, while selection in utilities and information technology hurt results. Our underweights to health care and energy and an overweight to industrials added to performance, while our underweight to information technology detracted.
Builders FirstSource, a manufacturer and supplier of building materials, was a top relative contributor during the period. Shares of Builders FirstSource ended the period higher, driven by better-than-expected results in the manufactured products and windows, doors, and millwork segments. Bumble, an online dating application operator, was the top relative detractor. Shares fell after the company struggled with competitive intensity/saturation concerns in the industry and recent management turnover.
We remain excited about the holdings in the portfolio and are confident that individual company fundamentals will be the key driver of returns over the long term, with the market ultimately rewarding those with high-quality management teams, competitive differentiation, and strong balance sheets.
Stephens Investment Management Group, LLC
Portfolio Manager:
Ryan E. Crane, CFA,
Chief Investment Officer
 
2

 

Persistent inflation, higher interest rates, and economic uncertainty contributed to a complicated and challenging market environment. While economic data have generally been surprisingly strong, there were signs of stress in the system, initially in the banking industry. Toward the end of the period, the Federal Reserve seemed to pause on rate hikes, but market dynamics shifted long-term rates higher. Companies, consumers, and even the federal government are starting to feel the impact of the higher debt costs.
Our concerns about the impact of inflation and higher rates were largely justified. We have been and continue to be positioned for slower economic growth and more stress in the system. We eliminated our exposure to banks last year, and this year we have a conservative stance on consumer spending.
Higher interest rates and the uncertain and rapidly changing environment have caused a great deal of dispersion across the market—creating real winners and real losers. Our focus on quality growth companies has led to success across most of the portfolio. Technology stocks stood out even more, as we have been able to capitalize on some of the changes brought about by advancements in artificial intelligence.
We believe there is significant risk of a recession, but we worry more about the policy response to a recession. If the Fed or the administration intervenes too quickly, there is risk of another bout of inflation. We see continued opportunity for selective stock-picking with a bias
toward secular-growth companies with clean balance sheets.
Vanguard Quantitative Equity Group
Portfolio Manager:
Cesar Orosco, CFA,
Head of Alpha Equity Investments
At the beginning of the period, inflation eased off multidecade highs amid the Fed’s interest rate hikes. Unexpected resilience in labor markets and consumer spending helped lower expectations of a sustained recession in the U.S., but the prospect of higher rates for longer and heightened geopolitical tensions weighed on market sentiment toward the end of the period.
Although it’s important to understand how overall performance is affected by such macroeconomic factors, our approach to investing focuses on several key characteristics, including high quality—healthy balance sheets and steady cash-flow generation; effective management decisions—sound investment policies that favor internal over external funding; consistent earnings growth—ability to grow earnings year after year; strong market sentiment—market confirmation of our view; reasonable valuation—shares that are not overpriced; and defensive characteristics—evaluation of heavily shorted stocks that can signal concerns over future company prospects.
Using these six themes, we generate a daily composite stock ranking. We then monitor our portfolio based on that
3

 

ranking and adjust when appropriate to maximize expected returns while minimizing exposure to risks that our research indicates don’t improve returns.
After extensive research, we enhanced our stock-selection model in February with an artificial-intelligence-driven component applied to each of our six themes. This AI approach relies on a proprietary deep-neural net architecture developed in-house to preserve the fundamentals-driven approach we espouse, while making our selection process sensitive to changing economic and market conditions.
The AI forecasts are blended with our traditional scores to generate an ensemble of daily stock rankings. We then follow our standard approach of monitoring the portfolio based on those rankings and adjust when appropriate. In addition, to properly assess the decisions of the model, we developed a suite of AI interpretability tools that allow us to understand the drivers of the stock scores.
For the 12 months ended October 31, 2023, our defensive, management decisions, market sentiments, quality, and valuation models contributed to our relative performance, while our growth model slightly detracted. Our positions in eight of 11 industry sectors boosted relative performance. The strongest sector results were in industrials, health care, and energy. Our positions in financials, real estate, and consumer staples detracted.
At the stock level, top contributors included overweight positions in Axcelis Technologies, Jabil, and Manhattan Associates in information technology and e.l.f. Beauty in consumer staples, as well as an underweight to Novocure in health care. Overweights to Karyopharm Therapeutics and Nevro in health care and underweights to MarketAxess in financials as well as Penumbra and Prometheus Biosciences in health care detracted the most.
ClearBridge Investments, LLC
Portfolio Managers:
Brian Angerame, Managing Director
Aram Green, Managing Director
Jeffrey Russell, CFA, Managing Director
Matthew Lilling, CFA, Director
As 2022 ended, investor pessimism was high, given recession fears and uncertainty about inflation and the terminal interest rate. Throughout the first half of 2023, sentiment improved as inflation and corporate earnings data came in better than expected, giving investors more confidence in a “soft landing” for the economy. However, this optimism dissipated as the Fed’s persistent “higher-for-longer” narrative influenced expectations for a materially higher 10-year U.S. Treasury yield, which rose as high as 5% in October, putting pressure on growth equities.
Over the 12 months, the largest sector contributors were industrials and health
4

 

care, largely because of company-specific drivers. The weakest sector was consumer discretionary; portfolio holdings Etsy, Leslie’s, and National Vision were all affected by difficult pandemic comparisons and diminished consumer spending.
Top contributors to relative performance were Vertiv, which improved its supply chain and price/cost spread, while data center trends remained strong; XPO, which took market share and benefited from the promise of improving margins under a new CEO; and Horizon Therapeutics, which was acquired by Amgen.
Despite the uncertain trajectory of growth and rising interest rates, which have presented our companies with many challenges, we are confident in our management teams’ ability to navigate them.
ArrowMark Partners
Portfolio Managers:
Chad Meade, Partner
Brian Schaub, CFA, Partner
Amid indications that the Fed’s aggressive rate hike campaign was effectively cooling inflation without upending the U.S. economy, equity markets performance was mixed during the 12-month period.
Both consumer and producer price inflation decelerated considerably during the period—to the point where central bank policymakers unanimously agreed to stand pat on their key lending rate late in the period. The pause capped a run of 11 straight hikes dating back to March 2022, although Fed Chair Jerome Powell said that more increases were possible.
Over the 12 months under review, the largest contributors to our portfolio were online car auction company ACV Auctions and footwear company Skechers USA. Top detractors included health care equipment company QuidelOrtho and application software firm Consensus Cloud Solutions.
Although consumer spending has been stable and resilient, we are beginning to see signs of incremental softness that could lead to a broader slowdown. Against this backdrop, we expect volatility to remain elevated as investors react to shifting dynamics in an uncertain environment. While cognizant of the risks in such challenging conditions, we remain poised to take advantage of any market weakness and contraction in multiples by adding to holdings and building positions in new names when valuations decline to attractive levels. We remain focused on companies that have resilient business models capable of executing well in a higher rate environment.
5

 

Vanguard Explorer Fund Investment Advisors
 
  Fund Assets Managed  
Investment Advisor % $ Million Investment Strategy
Wellington Management Company llp 40 7,180 Conducts research and analysis of individual companies to select stocks believed to have exceptional growth potential relative to their market valuations. Each stock is considered individually before purchase, and company developments are continually monitored for comparison with expectations for growth.
Stephens Investment Management Group, LLC 15 2,722 Employs a disciplined, bottom-up investment selection process that combines rigorous fundamental analysis with quantitative screening to identify companies with superior earnings growth potential. The approach screens for core growth stocks and for catalyst stocks. Core growth stocks have strong growth franchises, recurring revenue, and above-average growth rates; catalyst stocks are experiencing changes that could lead to accelerated earnings growth.
Vanguard Quantitative Equity Group 15 2,672 Employs a quantitative fundamental management approach, using models that assess valuation, growth prospects, management decisions, market sentiment, and earnings and balance-sheet quality of companies as compared with their peers.
ClearBridge Investments, LLC 15 2,672 The firm seeks to invest in cash-generative, quality growth companies that are category leaders (or have the ability to become market leaders), and display capital allocation discipline aimed at fueling long-term sustainable growth. ClearBridge focuses on cash flow based metrics to value companies, as well as revenue or earnings multiples, relying on the most appropriate valuation metrics for each company. This approach aligns with the team’s style of investing in cash generative, quality growth companies. The research process is disciplined and collaborative, with each member of the team executing on a shared investment philosophy and process.
ArrowMark Partners 14 2,435 The firm employs a “risk-before-reward“ investment strategy and in-depth fundamental research to uncover companies that, in its opinion, can control environments. The portfolio managers start by identifying businesses with strong competitive advantages in industries with high barriers to entry and then narrow their focus to companies with large potential markets and high-quality business models focused on the future. Across this entire investment process, the team takes steps to deliver strong downside protection, resulting in a diversified portfolio of 75–100 stocks.
Cash Investments 1 254 These short-term reserves are invested by Vanguard in equity index products to simulate investment in stocks. Each advisor may also maintain a modest cash position.
6

 

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.
7

 

Six Months Ended October 31, 2023      
  Beginning
Account Value
4/30/2023
Ending
Account Value
10/31/2023
Expenses
Paid During
Period
Based on Actual Fund Return      
Explorer Fund      
Investor Shares $1,000.00 $940.70 $2.20
Admiral™ Shares 1,000.00 941.10 1.66
Based on Hypothetical 5% Yearly Return      
Explorer Fund      
Investor Shares $1,000.00 $1,022.94 $2.29
Admiral Shares 1,000.00 1,023.49 1.73
The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratios for that period are 0.45% for Investor Shares and 0.34% for Admiral Shares. The dollar amounts shown as “Expenses Paid” are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by the number of days in the most recent 12-month period (184/365).
8

 

Explorer 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, 2013, Through October 31, 2023
Initial Investment of $10,000
    Average Annual Total Returns
Periods Ended October 31, 2023
 
    One
Year
Five
Years
Ten
Years
Final Value
of a $10,000
Investment
 Explorer Fund Investor Shares -2.33% 6.66% 8.04% $21,675
 Russell 2500 Growth Index -4.80 5.22 7.35 20,325
 Dow Jones U.S. Total Stock Market Float Adjusted Index 8.39 10.10 10.43 26,967
       
    One
Year
Five
Years
Ten
Years
Final Value
of a $50,000
Investment
Explorer Fund Admiral Shares -2.24% 6.78% 8.17% $109,684
Russell 2500 Growth Index -4.80 5.22 7.35 101,624
Dow Jones U.S. Total Stock Market Float Adjusted Index 8.39 10.10 10.43 134,835
See Financial Highlights for dividend information.
9

 

Explorer Fund
Fund Allocation
As of October 31, 2023
Communication Services 4.0%
Consumer Discretionary 11.8
Consumer Staples 3.2
Energy 5.3
Financials 10.4
Health Care 18.8
Industrials 22.0
Information Technology 16.6
Materials 3.2
Real Estate 2.8
Utilities 1.0
Other 0.9
The table reflects the fund’s investments, except for short-term investments and derivatives. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
10

 

Explorer Fund
Financial Statements
Schedule of Investments
As of October 31, 2023
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s website at www.sec.gov.
    Shares Market
Value

($000)
Common Stocks (97.0%)
Communication Services (3.9%)
  New York Times Co. Class A  2,357,187     95,018
* Live Nation Entertainment Inc.  1,002,535     80,223
* Ziff Davis Inc.  1,298,209     78,490
* Cinemark Holdings Inc.  4,281,120     70,596
* Cargurus Inc.  3,340,496     57,557
* Bumble Inc. Class A  3,928,260     52,796
* Take-Two Interactive Software Inc.    325,632     43,553
* ZipRecruiter Inc. Class A  3,436,657     36,600
  Warner Music Group Corp. Class A  1,123,583     35,168
  Iridium Communications Inc.    947,105     35,090
  Electronic Arts Inc.    246,736     30,543
* IAC Inc.    513,862     21,865
* Yelp Inc.    497,073     20,972
* Spotify Technology SA    105,842     17,439
* Playtika Holding Corp.    730,199      6,134
* TripAdvisor Inc.    279,406      4,124
* Vimeo Inc.    833,917      2,568
* ZoomInfo Technologies Inc.    173,719      2,251
* Bandwidth Inc. Class A    138,727      1,472
* TechTarget Inc.     54,080      1,362
* Integral Ad Science Holding Corp.     92,652      1,064
* PubMatic Inc. Class A     62,376        703
  Shutterstock Inc.     15,565        633
* Eventbrite Inc. Class A     72,975        604
         696,825
Consumer Discretionary (11.4%)
* Burlington Stores Inc.  1,078,133    130,486
  Papa John's International Inc.  1,534,516     99,774
  Texas Roadhouse Inc.    936,503     95,093
* Five Below Inc.    519,977     90,466
  Wingstop Inc.    487,793     89,154
* YETI Holdings Inc.  1,997,566     84,937
  Steven Madden Ltd.  2,466,475     80,876
* Crocs Inc.    883,339     78,900
  Levi Strauss & Co. Class A  5,750,066     78,603
* Skyline Champion Corp.  1,329,721     77,962
  Gentex Corp.  2,469,412     70,823
    Shares Market
Value

($000)
  Meritage Homes Corp.    541,578     61,751
  Churchill Downs Inc.    542,256     59,561
  Carter's Inc.    863,697     58,006
  Acushnet Holdings Corp.  1,131,853     57,679
* Boot Barn Holdings Inc.    713,112     49,561
* Skechers USA Inc. Class A    996,572     48,055
* Deckers Outdoor Corp.     79,080     47,215
  Pool Corp.    136,686     43,161
  Domino's Pizza Inc.    109,012     36,954
* National Vision Holdings Inc.  2,040,478     31,709
* Fox Factory Holding Corp.    369,800     30,128
* Floor & Decor Holdings Inc. Class A    363,907     29,986
* Under Armour Inc. Class C  4,020,533     25,852
* frontdoor Inc.    844,604     24,434
  Tractor Supply Co.    117,277     22,583
* Etsy Inc.    358,505     22,335
* Sally Beauty Holdings Inc.  2,576,236     21,898
  Murphy USA Inc.     59,670     21,642
* Grand Canyon Education Inc.    182,731     21,623
* Topgolf Callaway Brands Corp.  1,655,172     20,226
* Bright Horizons Family Solutions Inc.    226,034     16,740
*,1 Canada Goose Holdings Inc.  1,382,901     15,350
* Sportradar Holding AG Class A  1,710,724     15,106
  Travel & Leisure Co.    415,412     14,136
* Ulta Beauty Inc.     36,607     13,959
  Installed Building Products Inc.    123,240     13,762
* Abercrombie & Fitch Co. Class A    218,985     13,319
  Toll Brothers Inc.    185,611     13,125
  Boyd Gaming Corp.    218,498     12,072
* Tri Pointe Homes Inc.    440,442     11,037
  Hanesbrands Inc.  2,597,146     10,882
  Buckle Inc.    294,272      9,938
* Cavco Industries Inc.     38,948      9,718
* SeaWorld Entertainment Inc.    223,214      9,616
11

 

Explorer Fund
    Shares Market
Value

($000)
* Dave & Buster's Entertainment Inc.    230,184      8,043
* Visteon Corp.     67,493      7,770
  Williams-Sonoma Inc.     47,539      7,142
* Shake Shack Inc. Class A    117,595      6,590
  Perdoceo Education Corp.    354,118      6,406
* Stride Inc.    116,151      6,386
* Urban Outfitters Inc.    183,992      6,370
* Everi Holdings Inc.    582,810      6,289
* Coursera Inc.    357,439      6,198
  Patrick Industries Inc.     75,508      5,674
  Monarch Casino & Resort Inc.     89,136      5,365
* Modine Manufacturing Co.    132,160      5,220
  Tapestry Inc.    186,396      5,137
* Brinker International Inc.    147,872      5,016
* Malibu Boats Inc. Class A    105,472      4,601
* Taylor Morrison Home Corp.    119,320      4,572
* MasterCraft Boat Holdings Inc.    213,187      4,358
* Norwegian Cruise Line Holdings Ltd.    313,190      4,259
* Warby Parker Inc. Class A    307,256      3,988
  Build-A-Bear Workshop Inc.    156,892      3,891
* Green Brick Partners Inc.    100,362      3,884
  Jack in the Box Inc.     57,684      3,644
* Wayfair Inc. Class A     82,154      3,501
  Dine Brands Global Inc.     68,827      3,392
  Upbound Group Inc.    124,797      3,252
  Valvoline Inc.     92,555      2,746
* American Axle & Manufacturing Holdings Inc.    405,796      2,739
* CarParts.com Inc.    932,394      2,639
  Golden Entertainment Inc.     83,224      2,610
  International Game Technology plc     95,767      2,434
  Academy Sports & Outdoors Inc.     54,150      2,428
* Carvana Co.     87,479      2,362
  Winnebago Industries Inc.     34,782      2,016
  Carriage Services Inc.     80,893      1,747
  Wynn Resorts Ltd.     18,551      1,628
* Stitch Fix Inc. Class A    467,071      1,532
  Standard Motor Products Inc.     40,577      1,417
* Denny's Corp.    160,030      1,379
  Dillard's Inc. Class A      4,284      1,330
* Six Flags Entertainment Corp.     55,943      1,113
  PulteGroup Inc.     14,352      1,056
  Red Rock Resorts Inc. Class A     16,865        667
* BJ's Restaurants Inc.     21,613        556
* Chuy's Holdings Inc.     15,554        524
    Shares Market
Value

($000)
  RCI Hospitality Holdings Inc.      6,265        342
       2,054,406
Consumer Staples (3.1%)
* BJ's Wholesale Club Holdings Inc.  1,454,865     99,105
* Performance Food Group Co.  1,657,769     95,753
  Casey's General Stores Inc.    283,743     77,153
* Celsius Holdings Inc.    391,462     59,537
* Freshpet Inc.    983,779     56,469
  MGP Ingredients Inc.    451,876     42,775
* BellRing Brands Inc.    939,153     41,069
  Coca-Cola Consolidated Inc.     33,037     21,025
  Energizer Holdings Inc.    328,387     10,370
  PriceSmart Inc.    137,476      8,591
* Simply Good Foods Co.    199,110      7,425
* elf Beauty Inc.     74,142      6,868
  John B Sanfilippo & Son Inc.     57,258      5,855
  Primo Water Corp.    394,209      5,148
  Vector Group Ltd.    328,454      3,377
* USANA Health Sciences Inc.     49,907      2,273
  Lamb Weston Holdings Inc.     24,944      2,240
* Vita Coco Co. Inc.     71,615      1,941
  Medifast Inc.     25,558      1,768
  Turning Point Brands Inc.     75,086      1,505
* Herbalife Ltd.     95,680      1,363
* TreeHouse Foods Inc.     23,841        994
         552,604
Energy (5.1%)
  Viper Energy Partners LP  4,575,851    130,320
  Magnolia Oil & Gas Corp. Class A  5,521,652    123,961
  Chord Energy Corp.    661,958    109,435
* Antero Resources Corp.  2,602,826     76,627
  ChampionX Corp.  2,015,984     62,092
* Seadrill Ltd.  1,553,115     61,379
  EQT Corp.  1,025,000     43,439
  Matador Resources Co.    671,800     41,443
  TechnipFMC plc  1,917,072     41,255
* Southwestern Energy Co.  4,651,870     33,168
  Diamondback Energy Inc.    153,029     24,534
  Cactus Inc. Class A    509,364     23,910
* Weatherford International plc    222,104     20,676
  Coterra Energy Inc.    711,065     19,554
  APA Corp.    480,778     19,096
  Liberty Energy Inc.    840,946     16,567
* Par Pacific Holdings Inc.    503,869     16,537
* Oceaneering International Inc.    352,796      7,758
* Nabors Industries Ltd. (XNYS)     77,690      7,586
  SM Energy Co.    145,240      5,856
  Dorian LPG Ltd.    176,236      5,634
  Murphy Oil Corp.    117,091      5,254
* Tidewater Inc.     60,784      4,155
* US Silica Holdings Inc.    255,517      3,084
 
12

 

Explorer Fund
    Shares Market
Value

($000)
  Texas Pacific Land Corp.      1,426      2,632
* Amplify Energy Corp.    363,162      2,524
* TETRA Technologies Inc.    436,457      2,069
  CONSOL Energy Inc.     22,424      2,061
  Equitrans Midstream Corp.    188,940      1,676
* Valaris Ltd.     22,610      1,493
  Solaris Oilfield Infrastructure Inc. Class A     82,776        765
  RPC Inc.     65,987        549
  PBF Energy Inc. Class A     11,404        542
         917,631
Financials (10.1%)
  Houlihan Lokey Inc.  1,365,063    137,216
  Tradeweb Markets Inc. Class A  1,288,617    115,988
  Assured Guaranty Ltd.  1,744,302    108,844
  Prosperity Bancshares Inc.  1,721,704     93,902
  Pinnacle Financial Partners Inc.  1,435,229     89,501
  StepStone Group Inc. Class A  3,142,179     88,924
  Webster Financial Corp.  2,271,822     86,261
  Assurant Inc.    574,515     85,545
  Voya Financial Inc.  1,232,928     82,323
  Morningstar Inc.    319,154     80,823
  American Financial Group Inc.    669,227     73,187
  LPL Financial Holdings Inc.    324,941     72,956
* Euronet Worldwide Inc.    904,587     69,508
  FirstCash Holdings Inc.    558,887     60,874
  MGIC Investment Corp.  3,426,679     57,705
1 Hannon Armstrong Sustainable Infrastructure Capital Inc.  2,847,000     48,798
* WEX Inc.    256,097     42,635
* Ryan Specialty Holdings Inc.    808,392     34,922
  WisdomTree Inc.  5,400,892     33,485
  MarketAxess Holdings Inc.    142,598     30,480
  Equitable Holdings Inc.  1,120,275     29,766
  Piper Sandler Cos.    211,699     29,606
* Palomar Holdings Inc.    544,546     27,271
  Everest Group Ltd.     51,791     20,490
  Synovus Financial Corp.    770,616     20,090
* Shift4 Payments Inc. Class A    426,052     18,968
* NMI Holdings Inc. Class A    551,330     15,079
  Virtus Investment Partners Inc.     77,110     14,206
* Toast Inc. Class A    816,868     13,062
  FactSet Research Systems Inc.     29,417     12,705
* Encore Capital Group Inc.    330,774     12,464
  RenaissanceRe Holdings Ltd.     46,046     10,111
* AvidXchange Holdings Inc.  1,105,123      9,548
  SLM Corp.    580,153      7,542
    Shares Market
Value

($000)
  Federated Hermes Inc.    215,625      6,835
* StoneCo. Ltd. Class A    686,357      6,805
  Victory Capital Holdings Inc. Class A    217,125      6,396
* PROG Holdings Inc.    193,776      5,307
  RLI Corp.     38,962      5,191
  Brown & Brown Inc.     71,091      4,935
  Westamerica BanCorp    103,214      4,876
  Lincoln National Corp.    184,691      4,021
  Kinsale Capital Group Inc.     10,510      3,509
* Payoneer Global Inc.    548,875      3,178
* Green Dot Corp. Class A    261,866      2,928
  Pathward Financial Inc.     64,454      2,919
  Bank of NT Butterfield & Son Ltd.    101,704      2,569
* Donnelley Financial Solutions Inc.     47,021      2,559
* Skyward Specialty Insurance Group Inc.     74,401      2,094
  Brightsphere Investment Group Inc.    127,564      1,998
  First BanCorp (XNYS)    148,686      1,985
* International Money Express Inc.    117,616      1,877
* StoneX Group Inc.     16,635      1,586
  XP Inc. Class A     78,624      1,572
* SiriusPoint Ltd.    157,318      1,550
* LendingTree Inc.     79,419      1,051
* Open Lending Corp. Class A    140,825        844
* PagSeguro Digital Ltd. Class A     77,557        548
  Patria Investments Ltd. Class A     40,232        519
       1,812,437
Health Care (18.2%)
* ICON plc ADR    533,607    130,179
* Acadia Healthcare Co. Inc.  1,701,784    125,098
* Medpace Holdings Inc.    381,652     92,615
  Encompass Health Corp.  1,422,619     88,999
* Haemonetics Corp.  1,031,719     87,933
* Globus Medical Inc. Class A  1,815,335     82,979
  Bio-Techne Corp.  1,515,129     82,771
* Ultragenyx Pharmaceutical Inc.  2,230,473     78,959
* HealthEquity Inc.    998,967     71,606
  STERIS plc    335,356     70,418
* Veracyte Inc.  3,395,949     70,364
* QuidelOrtho Corp.  1,140,122     69,639
* Penumbra Inc.    356,379     68,122
* Inspire Medical Systems Inc.    456,597     67,193
* Amedisys Inc.    674,341     61,695
* Merit Medical Systems Inc.    859,278     59,067
* Exelixis Inc.  2,810,097     57,860
* Omnicell Inc.  1,597,343     56,770
* Henry Schein Inc.    867,406     56,364
* Glaukos Corp.    785,154     53,548
* Surgery Partners Inc.  2,305,044     53,316
* Myriad Genetics Inc.  3,399,805     52,969
 
13

 

Explorer Fund
    Shares Market
Value

($000)
* Charles River Laboratories International Inc.    293,640     49,437
* Neurocrine Biosciences Inc.    444,706     49,336
* Halozyme Therapeutics Inc.  1,453,038     49,214
* Doximity Inc. Class A  2,380,335     48,630
* Alkermes plc  1,983,251     47,975
* Molina Healthcare Inc.    131,653     43,834
  Cooper Cos. Inc.    139,334     43,437
* Blueprint Medicines Corp.    683,004     40,202
  Stevanato Group SpA  1,437,223     40,170
* Cytokinetics Inc.  1,120,186     39,050
* Ascendis Pharma A/S ADR    432,993     38,671
* Intra-Cellular Therapies Inc.    743,586     37,001
* Apellis Pharmaceuticals Inc.    721,564     35,111
* Sotera Health Co.  2,755,730     34,888
* DexCom Inc.    391,031     34,735
* Repligen Corp.    248,522     33,441
* Hologic Inc.    472,386     31,258
* Celldex Therapeutics Inc.  1,303,005     30,647
* Shockwave Medical Inc.    142,561     29,405
  Teleflex Inc.    146,875     27,135
* Insulet Corp.    204,627     27,127
* IDEXX Laboratories Inc.     66,902     26,725
  ResMed Inc.    184,277     26,024
* Integra LifeSciences Holdings Corp.    702,569     25,264
* REVOLUTION Medicines Inc.  1,239,983     24,552
* Ionis Pharmaceuticals Inc.    553,404     24,499
* Legend Biotech Corp. ADR    361,465     23,882
* Tandem Diabetes Care Inc.  1,245,671     21,550
* Mettler-Toledo International Inc.     21,375     21,059
* Supernus Pharmaceuticals Inc.    873,719     20,838
  Bruker Corp.    360,103     20,526
* Sarepta Therapeutics Inc.    296,700     19,971
  Chemed Corp.     35,072     19,733
* Nevro Corp.  1,304,519     18,824
* Option Care Health Inc.    650,346     18,034
* Certara Inc.  1,468,806     17,905
* Pacira BioSciences Inc.    630,351     17,814
* SpringWorks Therapeutics Inc.    704,117     16,124
* Azenta Inc.    354,320     16,104
* Karuna Therapeutics Inc.     93,177     15,524
* iRhythm Technologies Inc.    196,852     15,457
* Neogen Corp.  1,027,354     15,297
* Agios Pharmaceuticals Inc.    682,914     14,348
* ACADIA Pharmaceuticals Inc.    629,179     14,201
* Arvinas Inc.    861,252     13,883
    Shares Market
Value

($000)
* Zentalis Pharmaceuticals Inc.    847,549     13,866
*,1 Immatics NV  1,786,300     13,665
* Kymera Therapeutics Inc.  1,113,445     12,994
* Jazz Pharmaceuticals plc     92,666     11,770
* Ligand Pharmaceuticals Inc.    214,854     11,235
* Masimo Corp.    138,453     11,233
* Morphic Holding Inc.    514,199     10,258
* TransMedics Group Inc.    272,686     10,220
* Veeva Systems Inc. Class A     48,445      9,336
* Illumina Inc.     84,648      9,262
* CorVel Corp.     43,571      8,450
* Exact Sciences Corp.    135,337      8,335
* Schrodinger Inc.    377,898      8,200
* Relay Therapeutics Inc.  1,121,009      7,399
* Axonics Inc.    143,397      7,343
* Arrowhead Pharmaceuticals Inc.    276,423      6,797
* LivaNova plc    129,443      6,349
* PTC Therapeutics Inc.    333,383      6,251
* Tenet Healthcare Corp.    115,643      6,210
* AtriCure Inc.    167,853      5,814
*,1 Novavax Inc.    867,383      5,777
* Avantor Inc.    329,856      5,749
* Coherus Biosciences Inc.  1,693,303      5,673
* Axogen Inc.  1,456,366      5,476
* ImmunoGen Inc.    361,560      5,373
* UFP Technologies Inc.     33,842      5,277
* Inmode Ltd.    263,953      5,042
* DaVita Inc.     63,172      4,879
* Addus HomeCare Corp.     59,094      4,663
* ANI Pharmaceuticals Inc.     74,322      4,589
* Deciphera Pharmaceuticals Inc.    366,577      4,395
* Phreesia Inc.    318,964      4,357
* Natera Inc.    101,593      4,010
* Amphastar Pharmaceuticals Inc.     87,946      3,981
* Denali Therapeutics Inc.    200,354      3,773
* Sage Therapeutics Inc.    182,277      3,414
* Lantheus Holdings Inc.     48,255      3,117
* Voyager Therapeutics Inc.    457,063      3,003
  Select Medical Holdings Corp.    131,796      2,996
* STAAR Surgical Co.     65,874      2,755
* Fate Therapeutics Inc.  1,438,594      2,604
* Bridgebio Pharma Inc.     99,383      2,588
* 10X Genomics Inc. Class A     71,953      2,539
* SI-BONE Inc.    145,559      2,476
* Agenus Inc.  2,831,169      2,265
* ADMA Biologics Inc.    663,323      2,242
* BioCryst Pharmaceuticals Inc.    395,240      2,170
* Karyopharm Therapeutics Inc.  2,262,243      1,968
* Travere Therapeutics Inc.    300,758      1,949
* AMN Healthcare Services Inc.     25,282      1,918
 
14

 

Explorer Fund
    Shares Market
Value

($000)
* Puma Biotechnology Inc.    777,390      1,912
* PetIQ Inc.     99,963      1,876
* MacroGenics Inc.    352,568      1,840
* Viridian Therapeutics Inc.    141,465      1,768
* Protagonist Therapeutics Inc.    115,736      1,683
* Vir Biotechnology Inc.    204,008      1,618
* Adaptive Biotechnologies Corp.    354,790      1,575
* Veradigm Inc.    115,239      1,520
* Alector Inc.    291,113      1,514
* Health Catalyst Inc.    199,526      1,494
* Inhibrx Inc.     94,255      1,458
* Pediatrix Medical Group Inc.    126,346      1,448
* Hims & Hers Health Inc.    241,759      1,446
* Atara Biotherapeutics Inc.  1,112,882      1,436
* Quanterix Corp.     59,600      1,295
* Amylyx Pharmaceuticals Inc.     78,749      1,284
* Arcellx Inc.     35,940      1,267
* MannKind Corp.    277,305      1,190
* Tactile Systems Technology Inc.    108,595      1,186
* Prothena Corp. plc     30,317      1,105
* Vaxcyte Inc.     22,296      1,072
* Surmodics Inc.     33,543        988
* Amneal Pharmaceuticals Inc.    244,539        946
* Rapt Therapeutics Inc.     71,951        946
* Ventyx Biosciences Inc.     64,545        931
* Crinetics Pharmaceuticals Inc.     31,232        915
* CytomX Therapeutics Inc.    820,461        903
* Keros Therapeutics Inc.     31,245        892
* Sangamo Therapeutics Inc.  1,395,270        879
* Enanta Pharmaceuticals Inc.     92,701        836
* Pliant Therapeutics Inc.     50,779        745
* Pennant Group Inc.     66,647        724
* Cogent Biosciences Inc.     88,171        719
* Progyny Inc.     21,557        665
* Selecta Biosciences Inc.    528,838        661
* Immunovant Inc.     19,614        648
* Joint Corp.     81,335        635
  LeMaitre Vascular Inc.     12,697        617
* 89bio Inc.     83,125        615
* Geron Corp. (XNGS)    320,930        610
* Catalyst Pharmaceuticals Inc.     46,876        582
* RxSight Inc.     25,603        567
* Kiniksa Pharmaceuticals Ltd. Class A     36,699        560
* Arcturus Therapeutics Holdings Inc.     28,883        552
* Evolus Inc.     70,453        535
*,1 Heron Therapeutics Inc.    688,101        438
  Embecta Corp.     28,751        435
* Mei Pharma Inc.     61,621        420
    Shares Market
Value

($000)
* Esperion Therapeutics Inc.    445,798        369
* Aclaris Therapeutics Inc.     73,649        367
* Codexis Inc.    186,328        309
* Affimed NV    756,672        299
* Organogenesis Holdings Inc.    126,114        282
* Atea Pharmaceuticals Inc.     81,077        263
*,1 NanoString Technologies Inc.    172,121        238
* Aldeyra Therapeutics Inc.    135,440        232
* Scilex Holding Co. (XNCM)     98,470        184
* NextCure Inc.    171,519        177
* FibroGen Inc.    246,795        134
* Precision BioSciences Inc.    342,301        105
* Personalis Inc.     96,118         92
*,1 Syros Pharmaceuticals Inc.     23,659         59
*,2 OmniAb Inc. 12.5 Earnout     84,348         —
*,2 OmniAb Inc. 15 Earnout     84,348         —
       3,266,372
Industrials (21.4%)
* Kirby Corp.  1,901,744    142,060
* AerCap Holdings NV  1,991,001    123,681
  Science Applications International Corp.  1,081,467    118,139
* Fluor Corp.  3,333,293    110,965
* Shoals Technologies Group Inc. Class A  6,567,912    100,883
* Middleby Corp.    874,513     98,706
  RB Global Inc. (XTSE)  1,501,903     98,224
* RBC Bearings Inc.    438,005     96,291
  Flowserve Corp.  2,590,489     95,123
* Builders FirstSource Inc.    849,820     92,222
  Rush Enterprises Inc. Class A  2,522,562     89,753
  Acuity Brands Inc.    497,757     80,622
  Ryder System Inc.    790,754     77,130
* WillScot Mobile Mini Holdings Corp.  1,953,567     76,990
  Zurn Elkay Water Solutions Corp.  2,883,296     76,292
* AZEK Co. Inc.  2,854,837     74,797
* Trex Co. Inc.  1,328,962     74,701
* Alight Inc. Class A 11,120,052     73,837
* Clean Harbors Inc.    480,116     73,779
  Sensata Technologies Holding plc  2,281,679     72,740
  Vertiv Holdings Co.  1,780,862     69,934
  GATX Corp.    665,720     69,621
  Matson Inc.    779,090     67,820
  Herc Holdings Inc.    606,820     64,802
*,3 Sterling Check Corp.  5,680,540     63,508
* Axon Enterprise Inc.    294,997     60,324
  IDEX Corp.    313,580     60,022
* Alaska Air Group Inc.  1,839,501     58,183
* Gibraltar Industries Inc.    943,812     57,440
  Kennametal Inc.  2,398,358     55,426
  Maximus Inc.    739,299     55,240
* TriNet Group Inc.    520,703     53,502
  Applied Industrial Technologies Inc.    338,432     51,953
 
15

 

Explorer Fund
    Shares Market
Value

($000)
* XPO Inc.    644,545     48,863
* SiteOne Landscape Supply Inc.    351,085     48,369
  Verisk Analytics Inc.    210,845     47,938
* ACV Auctions Inc. Class A  3,529,726     47,051
* API Group Corp.  1,729,355     44,738
* AeroVironment Inc.    349,805     40,109
* FTI Consulting Inc.    172,738     36,665
* GXO Logistics Inc.    722,545     36,496
  BWX Technologies Inc.    488,300     36,271
* Masonite International Corp.    443,899     35,130
* Kratos Defense & Security Solutions Inc.  2,038,210     34,752
* Paycor HCM Inc.  1,606,657     34,672
  HEICO Corp. Class A    272,505     34,644
* Cimpress plc    541,190     32,293
* Generac Holdings Inc.    354,008     29,761
  Tennant Co.    392,022     29,096
  Toro Co.    332,532     26,882
  Rockwell Automation Inc.     95,846     25,189
* Atkore Inc.    170,844     21,233
* Paylocity Holding Corp.    111,064     19,925
  Watts Water Technologies Inc. Class A    112,076     19,390
  EMCOR Group Inc.     92,026     19,017
  UFP Industries Inc.    186,759     17,774
* GMS Inc.    279,192     16,327
  JB Hunt Transport Services Inc.     94,802     16,294
* ExlService Holdings Inc.    609,350     15,910
  Terex Corp.    327,418     14,996
  Allison Transmission Holdings Inc.    290,046     14,624
  AGCO Corp.    123,805     14,196
  Curtiss-Wright Corp.     69,764     13,870
  Booz Allen Hamilton Holding Corp.    113,198     13,576
* American Airlines Group Inc.  1,181,958     13,179
  Hubbell Inc.     47,087     12,718
  John Bean Technologies Corp.    116,890     12,159
*,1 ATS Corp.    350,050     11,800
  Comfort Systems USA Inc.     61,863     11,250
* Huron Consulting Group Inc.    109,005     10,831
*,1 Bloom Energy Corp. Class A  1,035,000     10,764
* Beacon Roofing Supply Inc.    148,596     10,576
  CSG Systems International Inc.    219,450     10,283
  H&E Equipment Services Inc.    246,118     10,022
* Ameresco Inc. Class A    374,032      9,781
* ASGN Inc.    117,167      9,779
  Heartland Express Inc.    809,663      9,441
* Upwork Inc.    851,414      8,897
* Kornit Digital Ltd.    598,683      8,262
  Donaldson Co. Inc.    142,041      8,190
  Graco Inc.     95,801      7,123
  Franklin Electric Co. Inc.     82,010      7,112
    Shares Market
Value

($000)
  Griffon Corp.    167,088      6,674
  EnerSys     68,853      5,892
  Kforce Inc.     91,410      5,580
* Legalzoom.com Inc.    553,178      5,515
  Forward Air Corp.     79,772      5,138
* MYR Group Inc.     40,941      4,742
* MRC Global Inc.    442,185      4,647
  Insperity Inc.     41,156      4,356
  Wabash National Corp.    208,893      4,322
* Rocket Lab USA Inc.  1,011,659      4,279
  Boise Cascade Co.     43,222      4,052
  Valmont Industries Inc.     20,500      4,037
  Brink's Co.     56,997      3,811
* PGT Innovations Inc.    125,338      3,753
* Avis Budget Group Inc.     22,721      3,699
* Sterling Infrastructure Inc.     50,230      3,659
  Brady Corp. Class A     71,005      3,654
* Titan International Inc.    319,736      3,632
  Alamo Group Inc.     21,542      3,453
  Genpact Ltd.    100,516      3,371
  TTEC Holdings Inc.    158,137      3,254
* Janus International Group Inc.    346,014      3,239
  Exponent Inc.     44,014      3,226
* Lyft Inc. Class A    348,114      3,192
* American Woodmark Corp.     46,418      3,121
  Marten Transport Ltd.    175,503      3,085
  Apogee Enterprises Inc.     71,163      3,054
* TrueBlue Inc.    216,816      2,400
* Masterbrand Inc.    205,388      2,282
  Armstrong World Industries Inc.     26,823      2,036
  Enerpac Tool Group Corp.     67,758      1,918
* SPX Technologies Inc.     19,572      1,568
  ArcBest Corp.     13,894      1,513
* JELD-WEN Holding Inc.    108,714      1,232
  CSW Industrials Inc.      6,152      1,091
* Hudson Technologies Inc.     84,041      1,082
  First Advantage Corp.     74,715        972
* Franklin Covey Co.     20,352        802
* BlueLinx Holdings Inc.     10,970        780
  Pitney Bowes Inc.    233,155        753
* Limbach Holdings Inc.     24,131        719
  Federal Signal Corp.     11,453        665
  Lincoln Electric Holdings Inc.      3,806        665
* Array Technologies Inc.     37,034        642
  Allegiant Travel Co.      9,578        638
* Air Transport Services Group Inc.     32,474        636
  Healthcare Services Group Inc.     63,349        602
  Kadant Inc.      2,532        557
  Mueller Industries Inc.     14,311        540
* Blue Bird Corp.     28,420        518
       3,837,976
Information Technology (16.1%)
* New Relic Inc.  1,713,693    148,526
* Guidewire Software Inc.  1,439,092    129,705
* Dynatrace Inc.  2,733,106    122,197
  Power Integrations Inc.  1,304,484     90,440
* Five9 Inc.  1,501,796     86,909
 
16

 

Explorer Fund
    Shares Market
Value

($000)
* Manhattan Associates Inc.    438,987     85,594
* Smartsheet Inc. Class A  2,151,136     85,056
  Monolithic Power Systems Inc.    183,700     81,148
* Sprout Social Inc. Class A  1,847,674     79,967
* Informatica Inc. Class A  4,070,123     78,065
* Squarespace Inc. Class A  2,464,833     70,026
* Trimble Inc.  1,448,115     68,250
* Jamf Holding Corp.  4,212,535     67,653
* Viavi Solutions Inc.  8,362,236     65,058
* Tenable Holdings Inc.  1,521,251     64,060
* Onto Innovation Inc.    539,481     60,621
* Cadence Design Systems Inc.    251,977     60,437
* HubSpot Inc.    136,969     58,043
* Teledyne Technologies Inc.    134,710     50,461
* Globant SA    295,377     50,300
* Okta Inc.    699,933     47,182
* Wix.com Ltd.    544,567     43,511
*,1 GLOBALFOUNDRIES Inc.    839,066     41,634
* Pure Storage Inc. Class A  1,166,954     39,455
* Elastic NV    506,337     37,996
* PTC Inc.    259,830     36,485
* Freshworks Inc. Class A  2,033,234     36,476
* CyberArk Software Ltd.    221,909     36,313
* Cirrus Logic Inc.    541,958     36,273
* Rapid7 Inc.    712,789     33,138
* Silicon Laboratories Inc.    355,345     32,756
* Procore Technologies Inc.    514,000     31,400
* Tyler Technologies Inc.     84,153     31,381
* Varonis Systems Inc.    871,613     29,321
  Bentley Systems Inc. Class B    550,000     26,752
* Palo Alto Networks Inc.    109,119     26,518
* Lattice Semiconductor Corp.    476,727     26,511
* Box Inc. Class A    968,881     24,086
* Envestnet Inc.    631,732     23,374
* ON Semiconductor Corp.    367,171     23,000
* Qualys Inc.    146,662     22,432
* N-Able Inc.  1,644,313     21,310
  Microchip Technology Inc.    286,656     20,436
* Dropbox Inc. Class A    759,828     19,983
* ANSYS Inc.     67,873     18,886
* Everbridge Inc.    907,875     18,711
* Gitlab Inc. Class A    429,108     18,572
* Fortinet Inc.    296,007     16,923
* Teradata Corp.    394,896     16,870
  Jabil Inc.    135,919     16,691
* Allegro MicroSystems Inc.    633,400     16,443
* Blackline Inc.    331,241     16,264
* PROS Holdings Inc.    521,969     16,259
  Clear Secure Inc. Class A    931,200     15,663
* Nutanix Inc. Class A    427,139     15,458
* CommVault Systems Inc.    232,574     15,199
    Shares Market
Value

($000)
* Super Micro Computer Inc.     61,836     14,808
*,3 8x8 Inc.  6,111,407     14,545
* Consensus Cloud Solutions Inc.    640,482     13,828
* Aspen Technology Inc.     75,331     13,390
* Novanta Inc.     97,600     12,889
* SentinelOne Inc. Class A    793,600     12,404
* Axcelis Technologies Inc.     95,971     12,236
* RingCentral Inc. Class A    401,031     10,659
  Cognex Corp.    284,406     10,236
  Pegasystems Inc.    214,317      9,160
* UiPath Inc. Class A    523,935      8,137
* Synaptics Inc.     95,534      7,992
* Diodes Inc.    121,698      7,920
* MaxLinear Inc.    516,871      7,856
* Ambarella Inc.    168,626      7,586
* Q2 Holdings Inc.    252,478      7,582
  A10 Networks Inc.    696,445      7,570
* BigCommerce Holdings Inc. Series 1    815,369      7,249
* SMART Global Holdings Inc.    513,408      7,034
* Yext Inc.  1,154,695      6,963
* Itron Inc.    114,102      6,536
* Arrow Electronics Inc.     56,850      6,447
* PagerDuty Inc.    303,760      6,127
* Domo Inc. Class B    743,598      6,068
  Amkor Technology Inc.    282,937      5,902
* Fabrinet     38,015      5,892
* Arlo Technologies Inc.    675,660      5,736
* Asana Inc. Class A    306,139      5,654
* Sprinklr Inc. Class A    404,894      5,503
* CommScope Holding Co. Inc.  3,605,144      5,336
* ePlus Inc.     80,163      5,010
* Zuora Inc. Class A    629,289      4,663
* Extreme Networks Inc.    222,153      4,581
* ACM Research Inc. Class A    312,475      4,250
* Ultra Clean Holdings Inc.    161,569      3,855
  Hackett Group Inc.    166,549      3,712
*,1 Maxeon Solar Technologies Ltd.    590,006      3,682
* Confluent Inc. Class A    127,315      3,681
* Agilysys Inc.     39,858      3,419
* Infinera Corp.    986,801      2,891
* eGain Corp.    440,680      2,653
* Plexus Corp.     26,959      2,651
* FormFactor Inc.     64,574      2,188
* Sanmina Corp.     40,886      2,080
* AppLovin Corp. Class A     55,426      2,020
* LivePerson Inc.    731,897      1,932
* PDF Solutions Inc.     64,383      1,708
* Eastman Kodak Co.    451,327      1,679
* Brightcove Inc.    524,919      1,617
  Vontier Corp.     54,559      1,613
* Rambus Inc.     29,507      1,603
* Calix Inc.     42,299      1,401
* HashiCorp Inc. Class A     67,562      1,330
* Olo Inc. Class A    254,225      1,299
* ACI Worldwide Inc.     60,968      1,242
* OSI Systems Inc.     11,776      1,228
* Amplitude Inc. Class A    102,159      1,018
 
17

 

Explorer Fund
    Shares Market
Value

($000)
* Weave Communications Inc.    130,059        931
  Bel Fuse Inc. Class B     16,161        876
* Workiva Inc.      8,981        782
* Upland Software Inc.    233,415        780
* inTEST Corp.     58,088        751
* Digital Turbine Inc.    154,951        734
* Alpha & Omega Semiconductor Ltd.     26,248        623
* Couchbase Inc.     32,929        512
* Cambium Networks Corp.     74,883        373
       2,886,791
Materials (3.1%)
  Graphic Packaging Holding Co.  6,333,069    136,224
  Cabot Corp.  1,307,993     86,955
  Methanex Corp.  1,991,434     82,147
* Summit Materials Inc. Class A  1,581,687     52,038
* Livent Corp.  3,504,715     51,134
  Ashland Inc.    483,300     37,035
  Eagle Materials Inc.    135,439     20,845
  Balchem Corp.    142,583     16,574
  Warrior Met Coal Inc.    153,901      7,500
  Ryerson Holding Corp.    244,268      7,096
  Berry Global Group Inc.    101,746      5,596
* O-I Glass Inc.    362,185      5,596
  Innospec Inc.     56,052      5,493
* Axalta Coating Systems Ltd.    202,299      5,306
* Constellium SE    240,581      3,801
  Chemours Co.    154,296      3,720
  Steel Dynamics Inc.     34,879      3,715
  RPM International Inc.     38,599      3,523
  Sensient Technologies Corp.     56,336      3,178
  Orion SA    125,065      2,539
  AdvanSix Inc.     78,953      2,175
  Materion Corp.     22,264      2,159
* Ecovyst Inc.    152,851      1,406
  American Vanguard Corp.    101,448        950
* LSB Industries Inc.     97,871        892
  Avient Corp.     22,319        706
  Hawkins Inc.     10,874        624
  Schnitzer Steel Industries Inc. Class A     26,655        605
  Greif Inc. Class A      9,098        578
         550,110
Other (0.9%)
4 Vanguard Small-Cap ETF    894,715    159,304
*,2 Sesen Bio CVR  1,476,709         —
         159,304
Real Estate (2.7%)
  Phillips Edison & Co. Inc.  2,359,238     83,305
  Essential Properties Realty Trust Inc.  3,411,068     74,873
  PotlatchDeltic Corp.  1,650,467     70,723
  Rexford Industrial Realty Inc.  1,535,730     66,405
  Douglas Emmett Inc.  4,979,205     55,817
  Xenia Hotels & Resorts Inc.  3,484,299     40,522
    Shares Market
Value

($000)
  Americold Realty Trust Inc.  1,289,100     33,800
* CoStar Group Inc.    329,309     24,175
  Lamar Advertising Co. Class A    142,896     11,756
  Tanger Factory Outlet Centers Inc.    323,612      7,297
* Zillow Group Inc. Class C    159,107      5,768
  Ryman Hospitality Properties Inc.     26,204      2,243
  Alexander's Inc.      9,841      1,850
* Opendoor Technologies Inc.    909,082      1,727
  RMR Group Inc. Class A     75,418      1,698
  NexPoint Residential Trust Inc.     56,187      1,517
  Gladstone Commercial Corp.    109,587      1,310
* Redfin Corp.    259,284      1,208
  Newmark Group Inc. Class A    125,966        714
         486,708
Utilities (1.0%)
  IDACORP Inc.    806,344     76,369
  Ormat Technologies Inc. (XNYS)  1,003,371     61,748
  Vistra Corp.    703,138     23,007
  National Fuel Gas Co.    132,468      6,749
  Otter Tail Corp.     65,588      5,046
  New Jersey Resources Corp.     81,370      3,302
  MGE Energy Inc.     10,109        724
         176,945
Total Common Stocks (Cost $16,403,752) 17,398,109
Temporary Cash Investments (3.2%)
Money Market Fund (2.7%)
5,6 Vanguard Market Liquidity Fund, 5.420%   4,882,039    488,155
 
18

 

Explorer Fund
    Face
Amount
($000)
Market
Value

($000)
Repurchase Agreement (0.5%)
  Deutsche Bank Securities, Inc. 5.300%, 11/1/23
(Dated 10/31/23, Repurchase Value $88,213,000, collateralized by U.S. Treasury Note/Bond 0.750%–2.00%, 2/15/25–8/31/26, with a value of $89,964,000)  
    88,200     88,200
Total Temporary Cash Investments (Cost $576,257) 576,355
Total Investments (100.2%) (Cost $16,980,009) 17,974,464
Other Assets and Liabilities—Net (-0.2%) (39,495)
Net Assets (100%) 17,934,969
Cost is in $000.
See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $66,950,000.
2 Security value determined using significant unobservable inputs.
3 Considered an affiliated company of the fund as the fund owns more than 5% of the outstanding voting securities of such company.
4 Considered an affiliated company of the fund as the issuer is another member of The Vanguard Group.
5 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
6 Collateral of $70,169,000 was received for securities on loan.
  ADR—American Depositary Receipt.
  CVR—Contingent Value Rights.

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts
      ($000)
  Expiration Number of
Long (Short)
Contracts
Notional
Amount
Value and
Unrealized
Appreciation
(Depreciation)
Long Futures Contracts        
E-mini Russell 2000 Index December 2023 3,127 260,854 (7,610)
  
See accompanying Notes, which are an integral part of the Financial Statements.
19

 

Explorer Fund
Statement of Assets and Liabilities
As of October 31, 2023
($000s, except shares, footnotes, and per-share amounts) Amount
Assets  
Investments in Securities, at Value1  
Unaffiliated Issuers (Cost $16,162,219) 17,248,952
Affiliated Issuers (Cost $817,790) 725,512
Total Investments in Securities 17,974,464
Investment in Vanguard 671
Cash Collateral Pledged—Futures Contracts 19,758
Receivables for Investment Securities Sold 32,324
Receivables for Accrued Income 4,565
Receivables for Capital Shares Issued 10,395
Variation Margin Receivable—Futures Contracts 2,357
Total Assets 18,044,534
Liabilities  
Foreign Currency Due to Custodian, at Value (Proceeds $4) 4
Due to Custodian 4,645
Payables for Investment Securities Purchased 12,501
Collateral for Securities on Loan 70,169
Payables to Investment Advisor 9,880
Payables for Capital Shares Redeemed 11,119
Payables to Vanguard 1,247
Total Liabilities 109,565
Net Assets 17,934,969
1 Includes $66,950,000 of securities on loan.  
At October 31, 2023, net assets consisted of:  
   
Paid-in Capital 16,925,527
Total Distributable Earnings (Loss) 1,009,442
Net Assets 17,934,969
 
Investor Shares—Net Assets  
Applicable to 28,475,448 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
2,636,744
Net Asset Value Per Share—Investor Shares $92.60
 
Admiral Shares—Net Assets  
Applicable to 177,566,808 outstanding $.001 par value shares of
beneficial interest (unlimited authorization)
15,298,225
Net Asset Value Per Share—Admiral Shares $86.15
  
See accompanying Notes, which are an integral part of the Financial Statements.
20

 

Explorer Fund
Statement of Operations
  Year Ended
October 31, 2023
  ($000)
Investment Income  
Income  
Dividends—Unaffiliated Issuers1 158,423
Dividends—Affiliated Issuers 3,197
Interest—Unaffiliated Issuers 8,983
Interest—Affiliated Issuers 26,063
Securities Lending—Net 2,005
Total Income 198,671
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 32,417
Performance Adjustment 8,107
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 6,905
Management and Administrative—Admiral Shares 21,459
Marketing and Distribution—Investor Shares 134
Marketing and Distribution—Admiral Shares 789
Custodian Fees 136
Auditing Fees 45
Shareholders’ Reports—Investor Shares 76
Shareholders’ Reports—Admiral Shares 238
Trustees’ Fees and Expenses 11
Other Expenses 27
Total Expenses 70,344
Expenses Paid Indirectly (33)
Net Expenses 70,311
Net Investment Income 128,360
Realized Net Gain (Loss)  
Capital Gains Distributions Received – Affiliated Issuers 1
Investment Securities Sold—Unaffiliated Issuers 83,579
Investment Securities Sold—Affiliated Issuers (33,244)
Futures Contracts (30,880)
Realized Net Gain (Loss) 19,456
21

 

Explorer Fund
Statement of Operations (continued)
  Year Ended
October 31, 2023
  ($000)
Change in Unrealized Appreciation (Depreciation)  
Investment Securities—Unaffiliated
Issuers
(507,080)
Investment Securities—Affiliated Issuers (28,842)
Futures Contracts (1,126)
Change in Unrealized Appreciation (Depreciation) (537,048)
Net Increase (Decrease) in Net Assets Resulting from Operations (389,232)
1 Dividends are net of foreign withholding taxes of $733,000.
  
See accompanying Notes, which are an integral part of the Financial Statements.
22

 

Explorer Fund
Statement of Changes in Net Assets
  Year Ended October 31,
  2023
($000)
2022
($000)
     
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 128,360 84,527
Realized Net Gain (Loss) 19,456 865,754
Change in Unrealized Appreciation (Depreciation) (537,048) (6,678,679)
Net Increase (Decrease) in Net Assets Resulting from Operations (389,232) (5,728,398)
Distributions    
Investor Shares (137,228) (542,949)
Admiral Shares (780,809) (2,859,142)
Total Distributions (918,037) (3,402,091)
Capital Share Transactions    
Investor Shares (65,684) 274,349
Admiral Shares 256,923 3,239,276
Net Increase (Decrease) from Capital Share Transactions 191,239 3,513,625
Total Increase (Decrease) (1,116,030) (5,616,864)
Net Assets    
Beginning of Period 19,050,999 24,667,863
End of Period 17,934,969 19,050,999
  
See accompanying Notes, which are an integral part of the Financial Statements.
23

 

Explorer Fund
Financial Highlights
Investor Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended October 31,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $99.70 $151.47 $110.44 $101.66 $102.25
Investment Operations          
Net Investment Income1 .563 .349 .206 .284 .333
Net Realized and Unrealized Gain (Loss) on Investments (2.910) (31.635) 49.372 13.688 8.234
Total from Investment Operations (2.347) (31.286) 49.578 13.972 8.567
Distributions          
Dividends from Net Investment Income (.360) (.278) (.158) (.295) (.286)
Distributions from Realized Capital Gains (4.393) (20.206) (8.390) (4.897) (8.871)
Total Distributions (4.753) (20.484) (8.548) (5.192) (9.157)
Net Asset Value, End of Period $92.60 $99.70 $151.47 $110.44 $101.66
Total Return2 -2.33% -23.09% 46.27% 14.08% 10.15%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $2,637 $2,894 $4,074 $3,325 $3,520
Ratio of Total Expenses to Average Net Assets3 0.45%4 0.45%4 0.40% 0.41% 0.45%
Ratio of Net Investment Income to Average Net Assets 0.56% 0.31% 0.15% 0.28% 0.33%
Portfolio Turnover Rate 40% 44% 45% 43% 41%
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 0.04%, 0.04%, (0.01%), (0.01%), and 0.03%.
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.45%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
24

 

Explorer Fund
Financial Highlights
Admiral Shares          
For a Share Outstanding
Throughout Each Period 
Year Ended October 31,
2023 2022 2021 2020 2019
Net Asset Value, Beginning of Period $92.79 $141.02 $102.82 $94.64 $95.24
Investment Operations          
Net Investment Income1 .625 .437 .321 .365 .409
Net Realized and Unrealized Gain (Loss) on Investments (2.730) (29.417) 45.967 12.752 7.648
Total from Investment Operations (2.105) (28.980) 46.288 13.117 8.057
Distributions          
Dividends from Net Investment Income (.447) (.434) (.275) (.378) (.393)
Distributions from Realized Capital Gains (4.088) (18.816) (7.813) (4.559) (8.264)
Total Distributions (4.535) (19.250) (8.088) (4.937) (8.657)
Net Asset Value, End of Period $86.15 $92.79 $141.02 $102.82 $94.64
Total Return2 -2.24% -23.00% 46.42% 14.21% 10.27%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $15,298 $16,157 $20,594 $13,279 $12,569
Ratio of Total Expenses to Average Net Assets3 0.34%4 0.34%4 0.29% 0.30% 0.34%
Ratio of Net Investment Income to Average Net Assets 0.67% 0.42% 0.25% 0.39% 0.44%
Portfolio Turnover Rate 40% 44% 45% 43% 41%
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 0.04%, 0.04%, (0.01%), (0.01%), and 0.03%.
4 The ratio of expenses to average net assets for the period net of reduction from broker commission abatement arrangements was 0.34%.
  
See accompanying Notes, which are an integral part of the Financial Statements.
25

 

Explorer Fund
Notes to Financial Statements
Vanguard Explorer Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Investor Shares and Admiral Shares. Each of the share classes has different eligibility and minimum purchase requirements, and is designed for different types of investors.
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 by methods deemed by the valuation designee to represent fair value and subject to oversight 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. Other temporary cash investments are valued using the latest bid prices or using valuations based on a matrix system (which considers such factors as security prices, yields, maturities, and ratings), both as furnished by independent pricing services.
2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).
3. Repurchase Agreements: The fund enters into repurchase agreements with institutional counterparties. Securities pledged as collateral to the fund under repurchase agreements are held by a custodian bank until the agreements mature, and in the absence of a default, such collateral cannot be repledged, resold, or rehypothecated. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. The fund further mitigates its counterparty risk by entering into repurchase agreements only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master repurchase agreements with its counterparties. The master repurchase agreements provide that, in the event of a counterparty's default (including bankruptcy), the fund may terminate any repurchase agreements with that counterparty, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund. Such action may be subject to legal proceedings, which may delay or limit the disposition of collateral.
26

 

Explorer Fund
4. Futures Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract. Any securities pledged as initial margin for open contracts are noted in the Schedule of Investments.
Futures contracts are valued at their quoted daily settlement prices. The notional amounts of the contracts are not recorded in the Statement of Assets and Liabilities. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains (losses) on futures contracts.
During the year ended October 31, 2023, the fund’s average investments in long and short futures contracts represented 2% and 0% of net assets, respectively, based on the average of the notional amounts at each quarter-end during the period.
5. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute virtually all of its taxable income. The fund’s tax returns are open to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. Management has analyzed the fund’s tax positions taken for all open federal and state income tax years, and has concluded that no provision for income tax is required in the fund’s financial statements.
6. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis at the fiscal year-end and may differ from net investment income and realized capital gains for financial reporting purposes.
7. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled before the opening of the market on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any 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
27

 

Explorer Fund
for the return of the collateral, during the period the securities are on loan. Collateral investments in Vanguard Market Liquidity Fund are subject to market appreciation or depreciation. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.
8. Credit Facilities and Interfund Lending Program: The fund and certain other funds managed by The Vanguard Group ("Vanguard") participate in a $4.3 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement and an uncommitted credit facility provided by Vanguard. Both facilities may be renewed annually. Each fund is individually liable for its borrowings, if any, under the credit facilities. Borrowings may be utilized for temporary or emergency purposes and are subject to the fund’s regulatory and contractual borrowing restrictions. With respect to the committed credit facility, the participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn committed amount of the facility, which are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under either facility bear interest at an agreed-upon spread plus the higher of the federal funds effective rate, the overnight bank funding rate, or the Daily Simple Secured Overnight Financing Rate inclusive of an additional agreed-upon spread. However, borrowings under the uncommitted credit facility may bear interest based upon an alternate rate agreed to by the fund and Vanguard.
In accordance with an exemptive order (the “Order”) from the SEC, the fund may participate in a joint lending and borrowing program that allows registered open-end Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the fund’s investment objective and investment policies. Interfund loans and borrowings normally extend overnight but can have a maximum duration of seven days. Loans may be called on one business day’s notice. The interest rate to be charged is governed by the conditions of the Order and internal procedures adopted by the board of trustees. The board of trustees is responsible for overseeing the Interfund Lending Program. 
For the year ended October 31, 2023, the fund did not utilize the credit facilities or the Interfund Lending Program.
9. Other: Dividend income is recorded on the ex-dividend date. Non-cash dividends included in income, if any, are recorded at the fair value of the securities received. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Premiums and discounts on debt securities are amortized and accreted, respectively, to interest income over the lives of the respective securities, except for premiums on certain callable debt securities that are amortized to the earliest call date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.
Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to maintenance of shareholder accounts (included in Management and Administrative expenses) and shareholder reporting. Marketing and distribution expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.
28

 

Explorer Fund
B. The investment advisory firms Wellington Management Company llp, Stephens Investment Management Group, LLC, ClearBridge Investments, LLC, and ArrowMark Colorado Holdings, LLC, each provide investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fees of Wellington Management Company llp and ClearBridge Investments, LLC, are subject to quarterly adjustments based on performance relative to the Russell 2500 Growth Index for the preceding three years. The basic fees of Stephens Investment Management Group, LLC, and ArrowMark Colorado Holdings, LLC, are subject to quarterly adjustments based on performance relative to the Russell 2500 Growth Index for the preceding five years.
Vanguard provides investment advisory services to a portion of the fund as described below; the fund paid Vanguard advisory fees of $847,000 for the year ended October 31, 2023.
For the year ended October 31, 2023, the aggregate investment advisory fee paid to all advisors represented an effective annual basic rate of 0.17% of the fund’s average net assets, before a net increase of $8,107,000 (0.04%) based on performance.
C. In accordance with the terms of a Funds' Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees and are generally settled twice a month.
Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At October 31, 2023, the fund had contributed to Vanguard capital in the amount of $671,000, representing less than 0.01% of the fund’s net assets and 0.27% of Vanguard’s capital received pursuant to the FSA. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
D. The fund has asked its investment 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. For the year ended October 31, 2023, these arrangements reduced the fund’s expenses by $33,000 (an annual rate of less than 0.01% of average net assets).
E. Various inputs may be used to determine the value of the fund’s investments and derivatives. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments). Any investments and derivatives valued with significant unobservable inputs are noted on the Schedule of Investments.
29

 

Explorer Fund
The following table summarizes the market value of the fund’s investments and derivatives as of October 31, 2023, based on the inputs used to value them:
  Level 1
($000)
Level 2
($000)
Level 3
($000)
Total
($000)
Investments        
Assets        
Common Stocks 17,398,109 17,398,109
Temporary Cash Investments 488,155 88,200 576,355
Total 17,886,264 88,200 17,974,464
Derivative Financial Instruments        
Liabilities        
Futures Contracts1 7,610 7,610
1 Includes cumulative appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.
F. Permanent differences between book-basis and tax-basis components of net assets are reclassified among capital accounts in the financial statements to reflect their tax character. These reclassifications have no effect on net assets or net asset value per share. As of period end, permanent differences primarily attributable to the accounting for applicable distributions in connection with fund share redemptions were reclassified between the following accounts:
  Amount
($000)
Paid-in Capital 719
Total Distributable Earnings (Loss) (719)
Temporary differences between book-basis and tax-basis components of total distributable earnings (loss) arise when certain items of income, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. The differences are primarily related to the deferral of losses from wash sales; and the recognition of unrealized gains or losses from certain derivative contracts. 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 115,987
Undistributed Long-Term Gains 37,647
Net Unrealized Gains (Losses) 855,808
Capital Loss Carryforwards
Qualified Late-Year Losses
Other Temporary Differences
Total 1,009,442
30

 

Explorer Fund
The tax character of distributions paid was as follows:
  Year Ended October 31,
  2023
Amount
($000)
2022
Amount
($000)
Ordinary Income* 87,406 855,654
Long-Term Capital Gains 830,631 2,546,437
Total 918,037 3,402,091
* Includes short-term capital gains, if any.
As of October 31, 2023, 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 17,118,657
Gross Unrealized Appreciation 3,723,188
Gross Unrealized Depreciation (2,867,380)
Net Unrealized Appreciation (Depreciation) 855,808
G. During the year ended October 31, 2023, the fund purchased $7,489,874,000 of investment securities and sold $7,894,792,000 of investment securities, other than temporary cash investments.
The fund purchased securities from and sold securities to other funds or accounts managed by its investment advisors or their affiliates, in accordance with procedures adopted by the board of trustees in compliance with Rule 17a-7 of the Investment Company Act of 1940. For the year ended October 31, 2023, such purchases were $5,020,000 and sales were $25,722,000, resulting in net realized gain of $124,000; these amounts, other than temporary cash investments, are included in the purchases and sales of investment securities noted above.
H. Capital share transactions for each class of shares were:
    
  Year Ended October 31,  
  2023   2022
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Investor Shares          
Issued 184,543 1,831   237,214 2,052
Issued in Lieu of Cash Distributions 133,501 1,448   526,661 4,329
Redeemed (383,728) (3,828)   (489,526) (4,253)
Net Increase (Decrease)—Investor Shares (65,684) (549)   274,349 2,128
31

 

Explorer Fund
  Year Ended October 31,  
  2023   2022
  Amount
($000)
Shares
(000)
  Amount
($000)
Shares
(000)
Admiral Shares          
Issued 1,980,306 21,287   2,678,849 24,883
Issued in Lieu of Cash Distributions 723,744 8,447   2,659,574 23,515
Redeemed (2,447,127) (26,299)   (2,099,147) (20,303)
Net Increase (Decrease)—Admiral Shares 256,923 3,435   3,239,276 28,095
I. Certain of the fund’s investments are in companies that are considered to be affiliated companies of the fund because the fund owns more than 5% of the outstanding voting securities of the company or the issuer is another member of The Vanguard Group. Transactions during the period in securities of these companies were as follows:
    Current Period Transactions  
  Oct. 31,
2022
Market
Value
($000)
Purchases
at Cost
($000)
Proceeds
from
Securities
Sold
($000)
Realized
Net
Gain
(Loss)
($000)
Change in
Unrealized
App. (Dep.)
($000)
Income
($000)
Capital Gain
Distributions
Received
($000)
Oct. 31,
2023
Market
Value
($000)
8x8 Inc. NA1 5,679 4,471 (10,462) (733) 14,545
Sterling Check Corp. NA1 26,585 15,271 (7,510) (33,088) 63,508
Vanguard Market Liquidity Fund 716,694 NA2 NA2 68 (20) 26,063 1 488,155
Vanguard Small-Cap ETF 217,998 118,143 160,464 (3,625) (12,748) 3,197 159,304
Veracyte Inc. 79,133 8,531 23,331 (11,715) 17,747 NA3
Total 1,013,825 158,938 203,537 (33,244) (28,842) 29,260 1 725,512
1 Not applicable—at October 31, 2022, the issuer was not an affiliated company of the fund.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
3 Not applicable—at October 31, 2023, the security was still held, but the issuer was no longer an affiliated company of the fund.
J. Significant market disruptions, such as those caused by pandemics (e.g., COVID-19 pandemic), natural or environmental disasters, war (e.g., Russia’s invasion of Ukraine), acts of terrorism, or other events, can adversely affect local and global markets and normal market operations. Any such disruptions could have an adverse impact on the value of the fund’s investments and fund performance.
To the extent the fund’s investment portfolio reflects concentration in a particular market, industry, sector, country or asset class, the fund may be adversely affected by the performance of these concentrations and may be subject to increased price volatility and other risks.
The use of derivatives may expose the fund to various risks. Derivatives can be highly volatile, and any initial investment is generally small relative to the notional amount so that transactions may be leveraged in terms of market exposure. A relatively small market movement may have a potentially larger impact on derivatives than on standard securities. Leveraged derivatives positions can, therefore, increase volatility. Additional information regarding the fund’s use of derivative(s) and the specific risks associated is described under significant accounting policies.
32

 

Explorer Fund
K. Management has determined that no events or transactions occurred subsequent to October 31, 2023, that would require recognition or disclosure in these financial statements.
33

 

Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of Vanguard Explorer Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Vanguard Explorer Fund (the "Fund") as of October 31, 2023, the related statement of operations for the year ended October 31, 2023, the statement of changes in net assets for each of the two years in the period ended October 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2023 (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, 2023, 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, 2023 and the financial highlights for each of the five years in the period ended October 31, 2023 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, 2023 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 19, 2023
We have served as the auditor of one or more investment companies in The Vanguard Group of Funds since 1975.
34

 


Tax information (unaudited)
For corporate shareholders, 86.4%, or if subsequently determined to be different, the maximum percentage allowable by law, of ordinary income (dividend income plus short-term gains, if any) for the fiscal year qualified for the dividends-received deduction.
The fund hereby designates $87,407,000, or if subsequently determined to be different, the maximum amount allowable by law, as qualified dividend income for individual shareholders for the fiscal year.
The fund hereby designates $4,980,000, or if subsequently determined to be different, the maximum amount allowable by law, of interest earned from obligations of the U.S. government which is generally exempt from state income tax.
For nonresident alien shareholders, 100% of short-term capital gain dividends distributed by the fund for the fiscal year are qualified short-term capital gains.
The fund distributed $830,756,000 as capital gain dividends (20% rate gain distributions) to shareholders during the fiscal year.
35

 

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The People Who Govern Your Fund
The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your fund’s trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them. 
A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 205 Vanguard funds.
Information for each trustee and executive officer of the fund appears below. That information, as well as the Vanguard fund count, is as of the date on the cover of this fund report. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482. More information about the trustees is in the Statement of Additional Information, which can be obtained, without charge, by contacting Vanguard at 800-662-7447, or online at vanguard.com.
Interested Trustee1
Mortimer J. Buckley
Born in 1969. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chairman of the board (2019–present) of Vanguard and of each of the investment companies served by Vanguard; chief executive officer (2018–present) of Vanguard; chief executive officer, president, and trustee (2018–present) of each of the investment companies served by Vanguard; president and director (2017–present) of Vanguard; and president (2018–present) of Vanguard Marketing Corporation. Chief investment officer (2013–2017), managing director (2002–2017), head of the Retail Investor Group (2006–2012), and chief information officer (2001–2006) of Vanguard. Member of the board of governors of the Investment Company Institute and the board of governors of FINRA.
Independent Trustees
Tara Bunch
Born in 1962. Trustee since November 2021. Principal occupation(s) during the past five years and other experience: head of global operations at Airbnb (2020–present). Vice president of AppleCare (2012–2020). Member of the board of directors of Out & Equal, the advisory board of the University of California, Berkeley School of Engineering, and the advisory board of Santa Clara University’s Leavey School of Business.
Emerson U. Fullwood
Born in 1948. Trustee since January 2008. Principal occupation(s) during the past five years and other experience: executive chief staff and marketing officer for North America and corporate vice president (retired 2008) of Xerox Corporation (document management products and services). Former president of the Worldwide Channels Group, Latin America, and Worldwide Customer Service and executive chief staff officer of Developing Markets of Xerox. Executive in residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology. Member of the board of directors of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, Roberts Wesleyan College, and the Rochester Philharmonic Orchestra. Trustee of the University of Rochester.                               
F. Joseph Loughrey
Born in 1949. Trustee since October 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2009) and vice chairman of the board (2008–2009) of Cummins Inc. (industrial machinery). Director of the V Foundation. Member of the advisory council for the College of Arts and Letters at the University of Notre Dame. Chairman of the board of Saint Anselm College.
Mark Loughridge
Born in 1953. Trustee since March 2012. Principal occupation(s) during the past five years and other experience: senior vice president and chief financial
 
1  Mr. Buckley is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.

 

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 (retired 2020) and vice president (retired 2020) of the University of Notre Dame. Chair of the board of Catholic Investment Services, Inc. (investment advisors). Member of the board of superintendence of the Institute for the Works of Religion, the Notre Dame 403(b) Investment Committee, and the board of directors of Paxos Trust Company (finance).
Deanna Mulligan
Born in 1963. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: chief executive officer of Purposeful (advisory firm for CEOs and C-level executives; 2021–present). Board chair (2020), chief executive officer (2011–2020), and president (2010–2019) of The Guardian Life Insurance Company of America. Chief operating officer (2010–2011) and executive vice president (2008–2010) of Individual Life and Disability of the Guardian Life Insurance Company of America. Director of DuPont. Member of the board of the Economic Club of New York. Trustee of the Partnership for New York City (business leadership), Chief Executives for Corporate Purpose, and the NewYork-Presbyterian Hospital.
André F. Perold
Born in 1952. Trustee since December 2004. Principal occupation(s) during the past five years and other experience: George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011). Chief investment officer and partner of HighVista Strategies (private investment firm). Member of the board of RIT Capital Partners (investment firm).
Sarah Bloom Raskin
Born in 1961. Trustee since January 2018. Principal occupation(s) during the past five years and other experience: deputy secretary (2014–2017) of the United States Department of the Treasury. Governor (2010–2014) of the Federal Reserve Board. Commissioner (2007–2010) of financial regulation for the State of Maryland. Colin W. Brown Distinguished Professor of the Practice of Law, Duke Law School (2021–present); Rubenstein Fellow, Duke University (2017–2020); Distinguished Fellow of the Global Financial Markets Center, Duke Law School (2020–2022); and Senior Fellow, Duke Center on Risk
(2020–present). Partner of Kaya Partners (climate policy advisory services). Member of the board of directors of Arcadia (energy solution technology).
Grant Reid
Born in 1959. Trustee since July 2023. Principal occupation(s) during the past five years and other experience: chief executive officer and president (2014–2022) and member of the board of directors (2015–2022) of Mars, Incorporated (multinational manufacturer). Member of the board of directors of Marriott International, Inc. Chair of Agribusiness Task Force, Sustainable Markets Initiative.
David Thomas
Born in 1956. Trustee since July 2021. Principal occupation(s) during the past five years and other experience: president of Morehouse College (2018–present). Professor of business administration, emeritus at Harvard University (2017–2018). Dean (2011–2016) and professor of management (2016–2017) at the Georgetown University McDonough School of Business. Director of DTE Energy Company. Trustee of Common Fund.
Peter F. Volanakis
Born in 1955. Trustee since July 2009. Principal occupation(s) during the past five years and other experience: president and chief operating officer (retired 2010) of Corning Incorporated (communications equipment) and director of Corning Incorporated (2000–2010) and Dow Corning (2001–2010). Director (2012) of SPX Corporation (multi-industry manufacturing). Overseer of the Amos Tuck School of Business Administration, Dartmouth College (2001–2013). Member of the BMW Group Mobility Council.

 

Executive Officers
Jacqueline Angell
Born in 1974. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief compliance officer (November 2022–present) of Vanguard and of each of the investment companies served by Vanguard. Chief compliance officer (2018–2022) and deputy chief compliance officer (2017–2019) of State Street.
Christine M. Buchanan
Born in 1970. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Chief financial officer (2021–present) and treasurer (2017–2022) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG (audit, tax, and advisory services).
John Galloway
Born in 1973. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Investment stewardship officer (September 2020–present) of each of the investment companies served by Vanguard. Head of Investor Advocacy (February 2020–present) and head of Marketing Strategy and Planning (2017–2020) at Vanguard. Special assistant to the President of the United States (2015).
Ashley Grim
Born in 1984. Principal occupation(s) during the past five years and other experience: treasurer (February 2022–present) of each of the investment companies served by Vanguard. Fund transfer agent controller (2019–2022) and director of Audit Services (2017–2019) at Vanguard. Senior manager (2015–2017) at PriceWaterhouseCoopers (audit and assurance, consulting, and tax services).
Jodi Miller
Born in 1980. Principal occupation(s) during the past five years and other experience: principal of Vanguard. Finance director (2022–present) of each of the investment companies served by Vanguard. Head of Enterprise Investment Services (2020–present), head of Retail Client Services and Operations (2020–2022), and head of Retail Strategic Support (2018–2020) at Vanguard.
Anne E. Robinson
Born in 1970. Principal occupation(s) during the past five years and other experience: general counsel (2016–present) of Vanguard. Secretary (2016–present) of Vanguard and of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Managing director and general counsel of Global Cards and Consumer Services (2014–2016) at Citigroup. Counsel (2003–2014) at American Express. Nonexecutive director (2022–present) of the board of National Grid (energy).
Michael Rollings
Born in 1963. Principal occupation(s) during the past five years and other experience: finance director (2017–present) and treasurer (2017) of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Chief financial officer (2016–present) of Vanguard. Director (2016–present) of Vanguard Marketing Corporation. Executive vice president and chief financial officer (2006–2016) of MassMutual Financial Group.
Vanguard Senior Management Team
Matthew Benchener Thomas M. Rampulla
Joseph Brennan Karin A. Risi
Mortimer J. Buckley Anne E. Robinson
Gregory Davis Michael Rollings
John James Nitin Tandon
Chris D. Mclsaac Lauren Valente

 

Connect with Vanguard®>vanguard.com
Fund Information > 800-662-7447
Direct Investor Account Services > 800-662-2739
Institutional Investor Services > 800-523-1036
Text Telephone for People Who Are Deaf or Hard of Hearing > 800-749-7273
This material may be used in conjunction with the offering of shares of any Vanguard fund only if preceded or accompanied by the fund’s current prospectus.
All comparative mutual fund data are from Morningstar, Inc., unless otherwise noted.
You can obtain a free copy of Vanguard’s proxy voting guidelines by visiting vanguard.com/proxyreporting or by calling Vanguard at 800-662-2739. The guidelines are also available from the SEC’s website, www.sec.gov. In addition, you may obtain a free report on how your fund voted the proxies for securities it owned during the 12 months ended June 30. To get the report, visit either vanguard.com/proxyreporting or www.sec.gov.
You can review information about your fund on the SEC’s website, and you can receive copies of this information, for a fee, by sending a request via email addressed to publicinfo@sec.gov.
Source for Bloomberg indexes: Bloomberg Index Services Limited. Copyright 2023, Bloomberg. All rights reserved.
CFA® is a registered trademark owned by CFA Institute.
© 2023 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
Q240 122023

 

Item 2: Code of Ethics.

 

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

 

Item 3: Audit Committee Financial Expert.

 

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

 

Item 4: Principal Accountant Fees and Services.

 

(a)       Audit Fees.

 

Audit Fees of the Registrant.

 

 

 

 

Fiscal Year Ended October 31, 2023: $45,000
Fiscal Year Ended October 31, 2022: $42,000

 

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

 

Fiscal Year Ended October 31, 2023: $9,326,156
Fiscal Year Ended October 31, 2022: $10,494,508

 

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, 2023: $3,295,934
Fiscal Year Ended October 31, 2022: $2,757,764

 

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, 2023: $1,678,928
Fiscal Year Ended October 31, 2022: $5,202,689

 

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, 2023: $25,000
Fiscal Year Ended October 31, 2022: $298,000

 

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

 

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

 

 

 

 

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

 

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

 

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

 

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

 

(g)       Aggregate Non-Audit Fees.

 

Fiscal Year Ended October 31, 2023: $1,703,928
Fiscal Year Ended October 31, 2022: $5,500,689

 

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

 

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

 

Item 5: Audit Committee of Listed Registrants.

 

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

 

 

 

 

Item 6: Investments.

 

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

 

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

 

Not applicable.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

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

 

Not applicable.

 

Item 11: Controls and Procedures.

 

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

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

 

Item 12: Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable.

 

Item 13: Exhibits.

 

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

 

 

 

 

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

 

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

 

Date: December 21, 2023

 

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 EXPLORER FUND
     
BY: /s/ MORTIMER J. BUCKLEY*  
  MORTIMER J. BUCKLEY  
  CHIEF EXECUTIVE OFFICER  
     
Date: December 21, 2023
     
  VANGUARD EXPLORER FUND
     
BY: /s/ CHRISTINE BUCHANAN*  
  CHRISTINE BUCHANAN  
  CHIEF FINANCIAL OFFICER  

 

Date: December 21, 2023

 

* By: /s/ Anne E. Robinson  

 

Anne E. Robinson, pursuant to a Power of Attorney  filed on July 21, 2023 (see File Number 33-53683) and to a Power of Attorney filed on March 29, 2023 (see File Number 2-11444), Incorporated by Reference.