N-CSRS 1 convertible_final.htm

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: 811-4627

 

Name of Registrant: Vanguard Convertible Securities Fund

 

Address of Registrant:

P.O. Box 2600

Valley Forge, PA 19482

 

Name and address of agent for service:

Heidi Stam, Esquire

P.O. Box 876

Valley Forge, PA 19482

 

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

 

Date of fiscal year end: November 30

 

Date of reporting period: December 1, 2008– May 31, 2009

 

Item 1: Reports to Shareholders

 

 

 

 


 


>  For the six months ended May 31, Vanguard Convertible Securities Fund returned about 24%, a bit behind the return of its benchmark index, but ahead of the average return of its peer group.

>  Convertible securities fell sharply in the fourth quarter of 2008. However, when the equity market began to bounce back in March, demand for hybrid securities took off.

>  Holdings in the materials and financial sectors benefited the fund, while positions in the consumer discretionary and energy sectors weakened returns.

 

Contents

 

 

 

Your Fund’s Total Returns

1

President’s Letter

2

Advisor’s Report

7

Fund Profile

11

Performance Summary

12

Financial Statements

13

About Your Fund’s Expenses

24

Trustees Approve Advisory Agreement

26

Glossary

27

 

 

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 Total Returns

 

Six Months Ended May 31, 2009

 

 

 

Ticker

Total

 

Symbol

Returns

Vanguard Convertible Securities Fund

VCVSX

24.02%

Merrill Lynch All Convertibles-All Qualities Index

 

25.03   

Average Convertible Securities Fund1

 

21.81   

 

Your Fund’s Performance at a Glance

 

 

 

 

November 30, 2008–May 31, 2009

 

 

 

 

 

 

 

Distributions Per Share

 

Starting

Ending

Income

Capital

 

Share Price

Share Price

Dividends

Gains

Vanguard Convertible Securities Fund

$8.86

$10.75

$0.205

$0.000

 

 

 

 

 

 

 

 

1  Derived from data provided by Lipper Inc.

1

 


 


 

President’s Letter

 

Dear Shareholder,

Convertible securities have stock and bond characteristics, which can provide some protection in down markets, but these features do not make them bullet-proof—as last year demonstrated. The performance of a convertible security generally reflects changes in the price of its underlying common stock, although convertibles don’t typically rise—or fall—as dramatically as their equity counterparts. When stock prices are on the rise, the conversion feature becomes more attractive and boosts returns. And when stocks struggle, the bond characteristics of convertible issues can provide a cushion for returns.

Not in the fall of 2008, however. Amid the turmoil in the stock and credit markets, convertible securities declined, by some measures, more sharply than stocks. During the past six months, though, more typical patterns prevailed. In March, stocks began to rally and convertible issues experienced an upswing. By May 31, convertibles had bounced back sharply, producing double-digit returns for the six-month period.

For the fiscal half-year, the fund registered a return of about 24%. The fund lagged its benchmark index, which returned about 25% for the period, but outperformed its peers.

Please note that shortly after the close of the fiscal period, the fund was closed to new accounts. Current shareholders may invest up to $25,000 annually.

 

 

2

 

 


Stocks ended the period with impressive gains

Global stock markets improved significantly during the six months ended May 31. The broad U.S. stock market returned nearly 7%—the first six-month gain since October 2007. May saw the third consecutive monthly gain for U.S. stocks, with investors heartened by an apparent moderation in the bad economic news. Consumer confidence ticked higher, and earlier estimates of first-quarter GDP were revised upward.

International stocks returned about 22% for the fiscal half-year—the highest six-month return since April 2006. Higher commodity prices and a slight rebound in manufacturing orders helped reverse the steep declines that plagued international markets earlier in the period. Aggressive stimulus measures by some governments, including China’s, helped the world’s emerging markets claw their way toward recovery.

Despite encouraging signs, many investors remained fearful that long-term inflation would be kindled by the U.S. Treasury’s massive borrowing, a weaker dollar, and higher crude-oil prices. The U.S. economy also continues to struggle with high levels of unemployment.

Government actions spurred investor confidence in bonds

The fixed income market gyrated during the fiscal half-year. After Lehman Brothers’ collapse in September, investors sought the safety of U.S. Treasury bonds,

 

Market Barometer

 

 

 

 

 

 

Total Returns

 

Periods Ended May 31, 2009

 

Six Months

One Year

Five Years1

Stocks

 

 

 

Russell 1000 Index (Large-caps)

5.73%

–32.95%

–1.55%

Russell 2000 Index (Small-caps)

7.03   

–31.79   

–1.18   

Dow Jones U.S. Total Stock Market Index

6.58   

–32.39   

–1.13   

MSCI All Country World Index ex USA (International)

22.20   

–35.55   

5.65   

 

 

 

 

 

 

 

 

Bonds

 

 

 

Barclays Capital U.S. Aggregate Bond Index

 

 

 

(Broad taxable market)

5.11%

5.36%

5.01%

Barclays Capital Municipal Bond Index

9.00   

3.57   

4.41   

Citigroup 3-Month Treasury Bill Index

0.12   

0.89   

3.03   

 

 

 

 

 

 

 

 

CPI

 

 

 

Consumer Price Index

0.67%

–1.28%

2.49%

 

 

 

1 Annualized.

3

 


considered the safest of all securities. The difference between the yields of Treasuries and those of corporate bonds surged to levels not seen since the 1930s.

The credit market crisis also rattled the municipal bond market. At the beginning of the period, municipal bond yields were higher than those of Treasuries, a reversal of the traditional relationship between taxable and tax-exempt yields. Since December, munis have stabilized in part because of federal government initiatives to make them more attractive. For the six months, the broad municipal bond market returned about 9%.

 

In an effort to thaw the credit markets and stimulate the economy, the Federal Reserve Board reduced its target for short-term interest rates to an all-time low of 0% to 0.25% in December. In recent months, the Fed has unveiled plans to purchase Treasury and mortgage-backed securities to drive up their prices and push down yields, and thus keep borrowing costs, such as mortgage rates, low.

By the end of the period, bond investors were more optimistic and willing to take on riskier, higher-yielding corporate bonds. Barclays Capital U.S. Aggregate Bond Index returned about 5% for the fiscal half-year, while high-yield bonds, as measured by the Barclays Capital U.S. Corporate High Yield Bond Index, returned nearly 37% for the same period.

 

Expense Ratios1

 

 

Your Fund Compared With Its Peer Group

 

 

 

 

Average

 

 

Convertible

 

Fund

Securities Fund

Convertible Securities Fund

0.72%

1.41%

 

 

1  The fund expense ratio shown is from the prospectus dated March 20, 2009, and represents estimated costs for the current fiscal year based on the fund’s current net assets. For the six months ended May 31, 2009, the annualized expense ratio was 0.76%. The peer group expense ratio is derived from data provided by Lipper Inc. and captures information through year-end 2008.

 

 

4

 


Renewed demand for convertibles led fund to significant gains

During the past six months, the Convertible Securities Fund’s advisor, Oaktree Capital Management, L.P., maintained a somewhat defensive posture, emphasizing securities with good downside protection. This positioning helped limit losses during the first half of the six-month period, but restrained returns as the market rallied in the second half.

Still, the fund rebounded significantly from the beginning of the period. It’s important to note that the fund’s return of about 24% would be a substantial result for a full year, let alone six months. This swift reversal of fortune stems largely from two related factors: investors’ increased appetite for risk and the revival of the equity markets. In addition, massive selling by hedge funds, which battered convertible securities during 2008, had largely run its course by early 2009.

Because convertible issues have equity-like characteristics—they can be exchanged for the issuing company’s common stock at a predetermined price—their fortunes are tied, to some degree, to the performance of the stock market. And because the companies that issue convertible securities are typically smaller and generally do not have high credit ratings, their performance relies on investors’ willingness to bear credit risk. (Large, investment-grade companies have cheaper financing options at their disposal).

On balance, these characteristics worked in the fund’s favor during the half-year, as convertibles outpaced higher-quality issues. About half of the fund’s holdings were securities rated BBB or lower, consistent with the convertible market’s lower credit quality bias, which helped the fund’s performance. However, the fund had a greater percentage of its assets than the benchmark in nonrated securities, which underperformed for the period, partly because big institutional investors often avoid them. This hurt fund returns.

From an industry standpoint, materials and financial securities were the largest contributors to the fund’s returns for the half-year. Holdings in the consumer discretionary and energy sectors detracted from performance.

For more information on the fund’s positioning and performance during the half-year, please see the Advisor’s Report that follows this letter.

Long-term focus is key, regardless of market conditions

The significant volatility in convertible securities over the six-month period serves as a good reminder that the market can change course quickly—and with intensity. Because excessive attention to short-term volatility can impede good investment decisions, Vanguard encourages shareholders to maintain a long-term focus. We believe that successful investing

5

 


 

begins with a diversified portfolio that includes a balanced mix of stock, bond, and money market funds that complement your long-term goals. Once you have selected the investments for your portfolio, try to avoid making changes based on short-term market fluctuations.

The Convertible Securities Fund can play an important role in a diversified portfolio, providing opportunity for growth during bull markets and potentially offering some protection during bear markets. The fund’s advisor focuses on securities that, in its judgment, are likely to capture much of the appreciation of the underlying stocks but to suffer a lower percentage of any declines. This strategy has led to impressive long-term results. And, because the fund’s expenses are low, its shareholders may keep more of its returns.

Thank you for entrusting your assets to Vanguard.

Sincerely,

 


F. William McNabb III

President and Chief Executive Officer June 12, 2009

 

 

6

 


Advisor’s Report

 

We are pleased to report that Vanguard Convertible Securities Fund returned about 24% for the six months ended May 31, 2009. The fiscal half-year was marked by great volatility and challenges for any long-term investing strategy, but the fund performed reasonably well. Convertible securities in general bounced back sharply from their late 2008 lows as demand returned to a market offering a wide variety of attractively priced securities. Our overall success was a result of our superior security selection in a market we felt was ripe with low-risk/high-return opportunities.

The investment environment

The period began amid highly negative economic conditions, producing sharply lower equity prices. Even after an impressive rally in late March, most equity market indexes ended the first calendar quarter of 2009 with double-digit losses. Despite these declines, convertible securities performed exceptionally well on both absolute and relative bases.

Convertibles were buoyed by buyers taking advantage of cheap securities, substantially reduced selling by convertible arbitrage funds, and very little new convertible issuance. On balance, there was much more demand for convertible securities than supply during the period.

In addition to traditional buyers of convertible securities like us, both equity and yield investors moved into the market and substantially increased their buying of convertible paper in the past several months. Investors were drawn by relatively attractive yields and reasonable conversion premiums on many short-term securities (with maturities of one to four years).

Even more unusual, but now highly apparent, is the fact that many companies took advantage of the market weakness by repurchasing their convertible securities at deep discounts to their par value. We do not recall a prior period when so many companies were buying back their convertibles. This trend boosted short-term demand, although we consider it a longer-term drawback for the convertible securities market, as it takes securities out of the investable universe.

The latter portion of the fiscal half-year represented a much more positive investing environment. Equity markets began a sustained rally in March, and this upturn continued very steadily through the end of May. Convertible issues participated in the rally, as more buyers entered the market. By May 31, the fund, and convertible securities in general, had produced double-digit returns for the six-month period.

An important influence on the valuations of convertible securities was the substantial reduction in selling by arbitrageurs. If arbitrageurs were to resume their selling of convertible securities, we would expect that those sales would be offset by the currently strong demand for convertible issues and that they would not noticeably weaken valuations. However, we would welcome any future forced selling as an opportunity to invest.

7

 


After several dry months, new convertible issuance finally resumed in late March with several interesting and attractively priced offerings entering the market. These include issues from Alcoa, Amkor Technology, CommScope, Ingersoll Rand, Johnson Controls, and Newell Rubbermaid. All of these offerings were well received by investors, and all of the newly introduced convertible securities traded sharply higher after issuance. The bonds were priced with short-term maturities, attractive yields, low conversion premiums, and call protection for life. For the six-month period, approximately $13 billion in securities was introduced by 38 issuers; during the fourth calendar quarter of 2008, there were no new issues.

One attractive feature of recent offerings is that most of the convertible securities were issued as senior securities. This makes them pari passu with high yield debt (that is, they have the same rights to payment as high-yield bonds in any bankruptcy of the issuer), a positive change from the past, when most convertibles were more subordinated. While it is impossible to predict the amount of upcoming issuance, we are optimistic that many companies will choose to issue convertible securities to satisfy their financing needs over the balance of 2009. The market is clearly open to issuance, and we believe pricing is attractive for long-only, long-term convertible investors like us.

 

Our successes

Given that the six-month period through May 31 was initially marked by a very negative investing environment that gave way to a very positive one, some of our earlier relative successes lagged in the latter, more bullish phase of the period. For example, many of our health care holdings performed well early in the period, on both absolute and relative bases, but they were basically unchanged (or lower) when the market rose later in the period.

In the past few months, financial and materials/metals holdings were the fund’s best performers. These holdings included issuers such as Bank of America, Chesapeake Energy, Fifth Third Bancorp, Freeport-McMoRan Copper & Gold, and U.S. Steel. For the fiscal half-year, our best performers were convertible securities from CommScope, Equinix, Inverness Medical Innovations, and ON Semiconductor.

We derived a fair amount of our returns from the new issuance that resumed in mid-March. Newly issued convertible securities from Alcoa, Newell Rubbermaid, Teradyne, and Allied Technologies performed very well in a short period of time.

 

8

 

 


Our shortfalls

As with any diversified portfolio, there are always securities that detract from performance. During the fiscal half-year, our biggest detractors were in a variety of industries, although none significantly weakened our overall performance. Convertible securities from Continental Airlines, Cubist Pharmaceuticals, KeyCorp, and UAL were some of our larger disappointments. From an industry perspective, our underweighting in financials hurt our relative performance in the latter portion of the period, when financials staged a significant rebound.

We were also hindered by our standard sell discipline, which caused us to take profits in several deep cyclical holdings after they performed very strongly. Many of these convertible issues became pure equity substitutes (with little of the downside protection we insist on), and despite their short-term strong performance, their prices continued to advance significantly.

The fund’s positioning

In the near term, we are trimming or eliminating high-conversion-premium convertible securities, although many of them have relatively attractive yields, stable credits, and short durations. These securities have developed bond-like yields but, because of their very high conversion premiums, offer little if any upside potential related to the underlying equity security. We are redeploying the proceeds from our sales of these securities into securities with a more attractive balance between upside potential and downside protection, both in new offerings and secondary purchases.

In terms of credit quality, most of our recent purchases have been in the non-investment-grade portion of the market. In fact, we currently consider many highly rated convertible securities to be relatively expensive. Over time, as we trim our bond-like securities, our average conversion premium will fall closer to the fund’s historical levels.

As usual, we are fully invested and continue to steadily find opportunities in many parts of the market. The overall market is clearly not as cheap as it was in the late fall of last year, but we believe the “technical” picture of the market is quite healthy and offers excellent opportunities for superior relative returns.

Larry W. Keele,

CFA Principal and Founder

Oaktree Capital Management, L.P.

June 10, 2009

 

9

 


Major Portfolio Changes:

 

Six Months Ended May 31, 2009

 

 

 

Additions

Comments

Allegheny Technologies

Attractive new issue by high-quality metals investment.

(4.25% convertible note due 6/1/14)

 

Continental Airlines

Attractive substitution for our AMR bonds, which were sold from

(5.00% convertible note due 6/15/23)

the portfolio. The CAL bonds are puttable at 100 on 06/15/2010.

Qwest Communications

Very cheap convertible bond with very limited downside risk.

(3.50% convertible note due 11/15/25)

 

Teradyne

Statistically cheap new issue with attractive equity valuation.

(4.50% convertible note due 3/15/14)

 

 

 

 

 

Reductions

Comments

Amkor Technologies

Reducing after substantial appreciation over the past few months.

(6.00% convertible note due 4/15/14)

Bonds were purchased at 100 from the new deal priced in March

 

of this year.

AMR

 

(4.25% convertible note due 2/15/24)

Put bonds back to the company at 100 in early 2009.

CommScope

Sold after rapid and substantial appreciation in early 2009.

(3.50% convertible note due 3/15/24)

 

Freeport-McMoRan Copper & Gold

Sold after the security more than doubled from our initial

(5.50% convertible preferred)

purchases. The convertibles became substantially less attractive.

Medtronic

Sold after bonds appreciated and became statistically unattractive.

(1.50% convertible note due 4/15/11)

 

 

 

10

 

 


Convertible Securities Fund

 

Fund Profile

 

As of May 31, 2009

 

 

 

Portfolio Characteristics

 

 

 

Number of Securities

149

Yield1

4.7%

Conversion Premium

51.8%

Average Weighted Maturity

3.6 years

Average Coupon

2.9%

Average Quality2

Ba3/BB-

Average Duration

3.3 years

Foreign Holdings

5.9%

Turnover Rate3

67%

Expense Ratio4

0.72%

Short-Term Reserves

1.8%

 

Distribution by Maturity

 

(% of fixed income portfolio)

 

 

 

Under 1 Year

0.6%

1–5 Years

87.5   

5–10 Years

11.3   

10–20 Years

0.6   

 

Distribution by Credit Quality2

 

(% of fixed income portfolio)

 

 

 

Aaa/AAA

0.0%

Aa/AA

0.0   

A/A

6.1   

Baa/BBB

11.8   

Ba/BB

18.7   

B/B

21.0   

Below B/B

3.5   

Not Rated

38.9   

 

Volatility Measures5

 

 

Fund Versus

 

Comparative Index6

R-Squared

0.97

Beta

0.91

 

 


Ten Largest Holdings7 (% of total net assets)

 

 

 

SBA

wireless

 

Communications Corp.

telecommunication

 

 

services

3.2%

Qwest Communications

integrated

 

International, Inc.

telecommunication

 

 

services

2.6   

Invitrogen Corp.

biotechnology

2.3   

Equinix Inc.

Internet software

 

 

and services

1.9   

Bank of America Corp.

diversified financial

 

 

services

1.8   

Textron Inc.

industrial

 

 

conglomerates

1.7   

ON Semiconductor

semiconductors

1.6   

Teva Pharmaceutical

pharmaceuticals

 

Financial

 

1.5   

Symantec Corp.

systems software

1.5   

Continental Airlines, Inc.

airlines

1.5   

Top Ten

 

19.6%

 

Sector Diversification (% of market exposure)

 

 

Consumer Discretionary

7.5%

Consumer Staples

2.2   

Energy

15.9   

Financials

3.7   

Health Care

23.2   

Industrials

14.5   

Information Technology

20.8   

Materials

3.1   

Telecommunication Services

8.2   

Utilities

0.9   

 

 

1  30-day SEC yield. See the Glossary.

2  Ratings: Moody’s Investors Service, Standard & Poor’s.

3  Annualized.

4  The expense ratio shown is from the prospectus dated March 20, 2009, and represents estimated costs for the current fiscal year based on the fund’s current net assets. For the six months ended May 31, 2009, the annualized expense ratio was 0.76%.

5  For an explanation of R-squared, beta, and other terms used here, see the Glossary.

6  Merrill Lynch All Convertibles-All Qualities Index.

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

 

 

11

 

 


Convertible Securities 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 www.vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Fiscal-Year Total Returns (%): November 30, 1998–May 31, 2009

 


 

Average Annual Total Returns: Periods Ended March 31, 2009

This table presents average annual total returns through the latest calendar quarter—rather than through the end of the fiscal period. Securities and Exchange Commission rules require that we provide this information.

 

 

 

 

 

 

 

Ten Years

 

Inception Date

One Year

Five Years

Capital

Income

Total

Convertible Securities Fund3

6/17/1986

–23.96%

–0.23%

1.41%

3.72%

5.13%

 

 

1  Six months ended May 31, 2009.

2  CS First Boston Convertibles Index through November 30, 2004; Merrill Lynch All Convertibles-All Qualities Index thereafter.

3  Total returns do not reflect the 1% fee assessed on redemptions of shares purchased on or after September 15, 2005, and held for less than one year or the account service fee that may be applicable to certain accounts with balances below $10,000.

Note: See Financial Highlights table for dividend and capital gains information.

 

 

12

 


Convertible Securities Fund

Financial Statements (unaudited)

Statement of Net Assets

As of May 31, 2009

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

 

 

 

 

 

Face

Market

 

 

 

Maturity

Amount

Value

 

 

Coupon

Date

($000)

($000)

Convertible Bonds (89.3%)

 

 

 

 

Consumer Discretionary (6.7%)

 

 

 

 

 

Borg-Warner Inc.

3.500%

4/15/12

8,490

10,475

 

D.R. Horton Inc.

2.000%

5/15/14

5,855

5,584

 

Iconix Brand Group

1.875%

6/30/12

9,715

8,549

1

Iconix Brand Group

1.875%

6/30/12

8,455

7,440

1

International Game Technology

3.250%

5/1/14

12,540

14,013

 

Interpublic Group

4.250%

3/15/23

24,425

21,525

 

Newell Rubbermaid, Inc.

5.500%

3/15/14

10,445

15,720

1

SAKS Inc.

7.500%

12/1/13

1,730

1,687

1

Stewart Enterprises

3.125%

7/15/14

4,245

3,099

 

Wyndham Worldwide

3.500%

5/1/12

9,390

10,317

 

 

 

 

 

98,409

Consumer Staples (1.9%)

 

 

 

 

 

Chattem Inc.

1.625%

5/1/14

11,235

10,280

 

Molson Coors Brewing Co.

2.500%

7/30/13

9,875

10,850

 

Nash Finch Co.

1.631%

3/15/35

9,675

3,701

 

Tyson Foods Inc.

3.250%

10/15/13

3,390

3,534

 

 

 

 

 

28,365

Energy (14.2%)

 

 

 

 

 

Alpha Natural Resources

2.375%

4/15/15

10,075

8,035

 

Bill Barrett Corp.

5.000%

3/15/28

12,795

11,547

 

Bristow Group

3.000%

6/15/38

12,005

8,584

 

Carrizo Oil & Gas

4.375%

6/1/28

11,520

8,078

 

Chesapeake Energy Corp.

2.750%

11/15/35

24,001

21,571

 

Chesapeake Energy Corp.

2.250%

12/15/38

23,715

13,755

 

Core Laboratories LP

0.250%

10/31/11

16,105

17,977

 

GMX Resources

5.000%

2/1/13

6,510

5,566

 

Goodrich Petroleum Corp.

3.250%

12/1/26

15,825

13,333

 

Hornbeck Offshore Services

1.625%

11/15/26

22,845

19,018

1

Patriot Coal Corp.

3.250%

5/31/13

3,515

1,938

 

 


 

Pennsylvania Virginia Co.

4.500%

11/15/12

13,390

10,779

 

Quicksilver Resources

1.875%

11/1/24

10,600

10,534

 

SEACOR Holdings Inc.

2.875%

12/15/24

9,320

10,124

 

St. Mary Land & Exploration

3.500%

4/1/27

16,675

13,903

 

Superior Energy Services, Inc.

1.500%

12/15/26

13,750

11,773

1

Superior Energy Services, Inc.

1.500%

12/15/26

3,440

2,945

 

Transocean Inc.

1.500%

12/15/37

14,435

13,064

 

 

 

13

 


Convertible Securities Fund

 

 

 

 

 

Face

Market

 

 

 

Maturity

Amount

Value

 

 

Coupon

Date

($000)

($000)

 

Transocean Inc.

1.500%

12/15/37

3,290

2,887

 

Trico Marine

8.125%

2/1/13

2,768

1,384

 

Trico Marine

3.000%

1/15/27

7,415

1,974

 

 

 

 

 

208,769

Financials (3.3%)

 

 

 

 

1

Cash America International, Inc.

5.250%

5/15/29

7,165

7,756

1

Digital Realty Trust LP

5.500%

4/15/29

4,800

4,688

1

MF Global Ltd.

9.000%

6/20/38

6,230

5,327

 

National Rural Utilities Cooperative Finance Corp.

5.125%

6/15/28

10,425

8,926

 

Old Republic International Corp.

8.000%

5/15/12

10,015

10,291

1

Rayonier TRS Holdings Inc.

3.750%

10/15/12

4,940

4,909

 

Rayonier TRS Holdings Inc.

3.750%

10/15/12

130

129

 

SVB Financial

3.875%

4/15/11

8,485

7,149

 

 

 

 

 

49,175

Health Care (20.7%)

 

 

 

 

 

Allergan, Inc.

1.500%

4/1/26

11,630

11,804

1

Allergan, Inc.

1.500%

4/1/26

8,495

8,622

 

American Medical Systems Holdings, Inc.

3.250%

7/1/36

11,155

10,667

 

Amerigroup Corp.

2.000%

5/15/12

23,685

21,553

 

Amgen Inc.

0.125%

2/1/11

14,065

13,151

 

Amgen Inc.

0.375%

2/1/13

13,695

12,257

 

Amylin Pharmaceuticals, Inc.

2.500%

4/15/11

6,430

5,498

 

Cephalon Inc.

2.500%

5/1/14

20,710

21,098

 

Chemed Corp.

1.875%

5/15/14

4,780

3,513

 

China Medical Technologies, Inc.

3.500%

11/15/11

5,270

4,559

 

China Medical Technologies, Inc.

4.000%

8/15/13

9,235

5,368

 

Cubist Pharmaceuticals Inc.

2.250%

6/15/13

20,265

16,921

1

Cyberomnics Inc.

3.000%

9/27/12

5,265

3,982

1

Gilead Sciences Inc.

0.500%

5/1/11

15,735

18,843

 

Gilead Sciences Inc.

0.500%

5/1/11

1,745

2,090

 

Hologic Inc.

2.000%

12/15/37

11,065

7,690

1

Integra Lifesciences

2.375%

6/1/12

7,790

5,852

1

Inverness Medical Innovations Inc.

3.000%

5/15/16

8,400

7,949

 

Inverness Medical Innovations Inc.

3.000%

5/15/16

3,505

3,317

 

Invitrogen Corp.

1.500%

2/15/24

24,255

23,194

 

Invitrogen Corp.

3.250%

6/15/25

10,975

11,002

 

Kendle International Inc.

3.375%

7/15/12

6,540

4,733

 

Medtronic Inc.

1.500%

4/15/11

7,412

7,060

 

Mylan Labratories Inc.

1.250%

3/15/12

17,005

14,922

1

Nuvasive Inc.

2.250%

3/15/13

18,140

17,936

 

Protein Design Labs

2.000%

2/15/12

2,820

2,432

1

PSS World Medical Inc.

3.125%

8/1/14

6,055

5,684

 

Teva Pharmaceutical Financial

1.750%

2/1/26

20,778

22,830

 

Valeant Pharmaceuticals International

4.000%

11/15/13

5,565

5,301

1

Wilson Greatbatch

2.250%

6/15/13

6,010

4,778

 

Wilson Greatbatch

2.250%

6/15/13

1,540

1,224

 

 

 

 

 

305,830

Industrials (13.0%)

 

 

 

 

1

AAR Corp.

1.625%

3/1/14

5,110

3,577

1

Alliant Techsystems Inc.

2.750%

9/15/11

6,675

7,050

 

Alliant Techsystems Inc.

2.750%

9/15/11

1,990

2,102

 

Barnes Group Inc.

3.750%

8/1/25

7,635

7,425

 

 

14

 


 

Convertible Securities Fund

 

 

 

 

 

Face

Market

 

 

 

Maturity

Amount

Value

 

 

Coupon

Date

($000)

($000)

 

Barnes Group Inc.

3.375%

3/15/27

7,065

5,864

1

Barnes Group Inc.

3.375%

3/15/27

6,080

5,046

 

Continental Airlines, Inc.

5.000%

6/15/23

24,090

22,042

1

Covanta Holding

3.250%

6/1/14

8,815

8,749

 

Covanta Holding

1.000%

2/1/27

16,755

14,053

1

General Cable Corp.

1.000%

10/15/12

12,580

9,923

 

General Cable Corp.

1.000%

10/15/12

395

312

 

General Cable Corp.

0.875%

11/15/13

1,760

1,639

 

Hertz Global Holdings Inc.

5.250%

6/1/14

5,195

5,266

 

L-3 Communications Corp.

3.000%

8/1/35

20,891

20,525

 

SunPower Corp.

4.750%

4/15/14

6,420

7,857

 

SunPower Corp.

1.250%

2/15/27

4,685

3,777

 

Suntech Power Holdings

0.250%

2/15/12

6,951

6,577

1

Suntech Power Holdings

3.000%

3/15/13

11,380

7,938

 

Suntech Power Holdings

3.000%

3/15/13

7,690

5,364

 

Textron Inc.

4.500%

5/1/13

23,180

25,440

 

Triumph Group

2.625%

10/1/26

6,025

5,799

 

UAL Corp.

4.500%

6/30/21

10,030

3,962

 

Waste Connections, Inc.

3.750%

4/1/26

6,240

6,373

1

Waste Connections, Inc.

3.750%

4/1/26

4,185

4,274

 

 

 

 

 

190,934

Information Technology (18.6%)

 

 

 

 

1

Alliance Data System Co.

1.750%

8/1/13

7,705

5,596

1

Amkor Tech Inc.

6.000%

4/15/14

4,260

6,843

 

Arris Group, Inc.

2.000%

11/15/26

4,635

4,326

 

CACI International Inc.

2.125%

5/1/14

9,215

8,270

1

CACI International Inc.

2.125%

5/1/14

1,575

1,414

 

Ciena Corp.

0.250%

5/1/13

12,265

7,880

 

Ciena Corp.

0.875%

6/15/17

12,970

6,436

 

Commscope Inc.

3.250%

7/1/15

11,630

12,720

 

CSG Systems International Inc.

2.500%

6/15/24

9,685

8,559

 

Earthlink Inc.

3.250%

11/15/26

10,425

10,725

 

EMC Corp.

1.750%

12/1/11

13,995

13,978

 

EMC Corp.

1.750%

12/1/13

12,495

12,167

 

Equinix Inc.

2.500%

4/15/12

27,270

24,868

 

Equinix Inc.

3.000%

10/15/14

3,180

2,663

 

FEI Co.

2.875%

6/1/13

3,830

3,715

 

Informatica Corp.

3.000%

3/15/26

11,545

11,891

 

Itron Inc.

2.500%

8/1/26

7,510

8,496

1

Lawson Software Inc.

2.500%

4/15/12

8,845

7,463

 

Lawson Software Inc.

2.500%

4/15/12

5,820

4,911

1

Magma Design Automation Inc.

2.000%

5/15/10

1,264

787

 

Magma Design Automation Inc.

2.000%

5/15/10

235

146

 

Micron Technology Inc.

4.250%

10/15/13

2,680

3,139

 

Micron Technology Inc.

1.875%

6/1/14

21,825

12,658

1

NetApp Inc.

1.750%

6/1/13

15,650

13,733

 

ON Semiconductor

2.625%

12/15/26

26,862

24,176

 

Symantec Corp.

0.750%

6/15/11

22,420

22,560

1

Synnex Corp.

4.000%

5/15/18

7,405

7,618

 

Teradyne Inc.

4.500%

3/15/14

13,260

19,542

 

WebMD Corp.

1.750%

6/15/23

7,395

7,108

 

 

 

 

 

274,388

 

 

15

 


 

Convertible Securities Fund

 

 

 

 

 

Face

Market

 

 

 

Maturity

Amount

Value

 

 

Coupon

Date

($000)

($000)

Materials (2.8%)

 

 

 

 

 

Allegheny Technologies Inc.

4.250%

6/1/14

9,375

10,172

1

Kinross Gold

1.750%

3/15/28

14,025

13,657

 

Newport Mining Corp .

3.000%

2/15/12

8,150

10,085

 

United States Steel Corp.

4.000%

5/15/14

5,705

7,046

 

 

 

 

 

40,960

Telecommunication Services (7.3%)

 

 

 

 

 

NII Holdings, Inc.

2.750%

8/15/25

12,960

11,972

 

Qwest Communications International, Inc.

3.500%

11/15/25

38,168

38,407

1

SBA Communications Corp.

1.875%

5/1/13

40,034

33,228

1

SBA Communications Corp.

4.000%

10/1/14

13,380

13,597

 

Time Warner Telecom Inc.

2.375%

4/1/26

11,930

10,528

 

 

 

 

 

107,732

Utilities (0.8%)

 

 

 

 

 

CMS Energy Corp.

2.875%

12/1/24

7,565

7,716

 

Unisource Energy Corp.

4.500%

3/1/35

5,120

4,147

 

 

 

 

 

11,863

Total Convertible Bonds (Cost $1,365,670)

 

 

 

1,316,425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

Convertible Preferred Stocks (8.5%)

 

 

 

 

Consumer Discretionary (0.7%)

 

 

 

 

 

Interpublic Group

5.250%

 

20,940

11,177

 

 

 

 

 

 

Financials (5.5%)

 

 

 

 

 

Aspen Insurance Holdings, Ltd.

5.625%

 

165,460

7,146

 

Bank of America Corp.

7.250%

 

35,330

26,895

 

Citigroup Inc.

6.500%

 

290,300

11,303

 

Fifth Third Bank

8.500%

 

200,510

17,703

 

KeyCorp

7.750%

 

275,951

18,213

 

 

 

 

 

81,260

Health Care (0.9%)

 

 

 

 

 

Inverness Medical Innovations Inc.

3.000%

 

60,503

12,869

 

 

 

 

 

 

Industrials (0.2%)

 

 

 

 

 

Continental Airlines Financial Trust

6.000%

 

163,300

2,398

 

 

 

 

 

 

Telecommunication Services (0.5%)

 

 

 

 

 

Crown Castle International Corp.

6.250%

 

161,900

7,862

 

 

 

 

 

 

Utilities (0.7%)

 

 

 

 

 

CMS Energy Corp.

4.500%

 

37,500

2,259

2

FPL Group Inc.

8.375%

 

154,300

7,812

 

 

 

 

 

10,071

Total Convertible Preferred Stocks (Cost $135,601)

 

 

125,637

Temporary Cash Investments (1.8%)

 

 

 

 

Money Market Fund (1.8%)

 

 

 

 

3

Vanguard Market Liquidity Fund

 

 

 

 

 

(Cost $26,036)

0.391%

 

26,035,531

26,036

Total Investments (99.6%) (Cost $1,527,307)

 

 

 

1,468,098

 

 

16

 


 

Convertible Securities Fund

 

 

Market

 

Value

 

($000)

Other Assets and Liabilities (0.4%)

 

Other Assets

23,532

Liabilities

(17,057)

 

6,475

Net Assets (100%)

 

Applicable to 137,219,603 outstanding $.001 par value shares of

 

beneficial interest (unlimited authorization)

1,474,573

Net Asset Value Per Share

$10.75

 

 

 

 

 

 

At May 31, 2009, net assets consisted of:

 

 

Amount

 

($000)

Paid-in Capital

1,602,175

Undistributed Net Investment Income

11,220

Accumulated Net Realized Losses

(79,613)

Unrealized Appreciation (Depreciation)

(59,209)

Net Assets

1,474,573

 

 

•  See Note A in Notes to Financial Statements.

1  Security exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be sold in transactions exempt from registration, normally to qualified institutional buyers. At May 31, 2009, the aggregate value of these securities was $277,941,000, representing 18.8% of net assets.

2  New issue that has not paid a dividend as of May 31, 2009.

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

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

 

17

 

 


Convertible Securities Fund

 

Statement of Operations

 

 

Six Months Ended

 

May 31, 2009

 

($000)

Investment Income

 

Income

 

Dividends

4,547

Interest1

24,849

Total Income

29,396

Expenses

 

Investment Advisory Fees—Note B

 

Basic Fee

1,794

Performance Adjustment

736

The Vanguard Group—Note C

 

Management and Administrative

1,297

Marketing and Distribution

137

Custodian Fees

7

Shareholders’ Reports

13

Trustees’ Fees and Expenses

1

Total Expenses

3,985

Net Investment Income

25,411

Realized Net Gain (Loss) on Investment Securities Sold

(8,750)

Change in Unrealized Appreciation (Depreciation) of Investment Securities

216,832

Net Increase (Decrease) in Net Assets Resulting from Operations

233,493

 

 

 

1  Interest income from an affiliated company of the fund was $194,000.

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

 

 

18

 


Convertible Securities Fund

Statement of Changes in Net Assets

 

 

Six Months Ended

 

Year Ended

 

May 31,

 

November 30,

 

2009

 

2008

 

($000)

 

($000)

Increase (Decrease) in Net Assets

 

 

 

Operations

 

 

 

Net Investment Income

25,411

 

28,972

Realized Net Gain (Loss)

(8,750)

 

(69,374)

Change in Unrealized Appreciation (Depreciation)

216,832

 

(317,452)

Net Increase (Decrease) in Net Assets Resulting from Operations

233,493

 

(357,854)

Distributions

 

 

 

Net Investment Income

(20,549)

 

(33,367)

Realized Capital Gain1

 

(48,731)

Total Distributions

(20,549)

 

(82,098)

Capital Share Transactions

 

 

 

Issued

635,397

 

431,344

Issued in Lieu of Cash Distributions

17,513

 

73,425

Redeemed2

(107,048)

 

(220,694)

Net Increase (Decrease) from Capital Share Transactions

545,862

 

284,075

Total Increase (Decrease)

758,806

 

(155,877)

Net Assets

 

 

 

Beginning of Period

715,767

 

871,644

End of Period3

1,474,573

 

715,767

 

 

1  Includes fiscal 2008 short-term gain distributions totaling $28,823,000. Short-term gain distributions are treated as ordinary income dividends for tax purposes.

2  Net of redemption fees for fiscal 2009 and 2008 of $425,000 and $388,000, respectively.

3  Net Assets—End of Period includes undistributed net investment income of $11,220,000 and $5,438,000. See accompanying Notes, which are an integral part of the Financial Statements.

 

 

19

 


Convertible Securities Fund

 

Financial Highlights

 

 

 

 

 

 

 

 

 

Six Months

 

 

 

 

 

 

Ended

 

 

 

For a Share Outstanding

May 31,

Year Ended November 30,

Throughout Each Period

2009

2008

2007

2006

2005

2004

Net Asset Value, Beginning of Period

$8.86

$14.95

$14.81

$13.57

$13.62

$13.05

Investment Operations

 

 

 

 

 

 

Net Investment Income

.2331

.401

.420

.430

.290

.390

Net Realized and Unrealized Gain

 

 

 

 

 

 

(Loss)on Investments

1.862

(5.170)

1.250

1.620

.480

.600

Total from Investment Operations

2.095

(4.769)

1.670

2.050

.770

.990

Distributions

 

 

 

 

 

 

Dividends from Net Investment Income

(.205)

(.501)

(.510)

(.380)

(.320)

(.420)

Distributions from Realized Capital Gains

(.820)

(1.020)

(.430)

(.500)

Total Distributions

(.205)

(1.321)

(1.530)

(.810)

(.820)

(.420)

Net Asset Value, End of Period

$10.75

$8.86

$14.95

$14.81

$13.57

$13.62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return2

24.02%

–34.81%

12.34%

15.70%

5.92%

7.71%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data

 

 

 

 

 

 

Net Assets, End of Period (Millions)

$1,475

$716

$872

$727

$552

$959

Ratio of Total Expenses to

 

 

 

 

 

 

Average Net Assets3

0.76%4

0.71%

0.77%

0.87%

0.86%

0.68%

Ratio of Net Investment Income to

 

 

 

 

 

 

Average Net Assets

4.84%4

3.28%

2.83%

3.14%

2.18%

2.94%

Portfolio Turnover Rate

67%4

77%

116%

138%

86%

123%

 

 

1  Calculated based on average shares outstanding.

2  Total returns do not reflect the 1% fee assessed on redemptions of shares purchased on or after September 15, 2005, and held for less than one year, or the account service fee that may be applicable to certain accounts with balances below $10,000.

3  Includes performance-based investment advisory fee increases (decreases) of 0.14%, 0.15%, 0.16%, 0.22%, 0.20%, and 0.06%.

4  Annualized.

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

 

 

20

 

 


Convertible Securities Fund

Notes to Financial Statements

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

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

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

2. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken on federal income tax returns for all open tax years (tax years ended November 30, 2005–2008) and for the period ended May 31, 2009, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

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

4. Other: Dividend income is recorded on the ex-dividend date. Interest income includes income distributions received from Vanguard Market Liquidity Fund and is accrued daily. Premiums and discounts on debt securities purchased are amortized and accreted, respectively, to interest income over the lives of the respective securities. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold. Fees assessed on redemptions of capital shares are credited to paid-in capital.

B. Oaktree Capital Management, L.P., provides investment advisory services to the fund for a fee calculated at an annual percentage rate of average net assets. The basic fee is subject to quarterly adjustments based on the fund’s performance for the preceding three years relative to the Merrill Lynch All Convertibles-All Qualities Index. For the six months ended May 31, 2009, the investment advisory fee represented an effective annual basic rate of 0.34% of the fund’s average net assets before an increase of $736,000 (0.14%) based on performance.

C. The Vanguard Group furnishes at cost corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At May 31, 2009, the fund had contributed capital of $327,000 to Vanguard (included in Other Assets), representing 0.02% of the fund’s net assets and 0.13% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

21

 


Convertible Securities Fund

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

Certain of the fund’s convertible bond investments are in securities considered to be “contingent payment debt instruments,” for which any realized gains increase (and all or part of any realized losses decrease) income for tax purposes. During the six months ended May 31, 2009, the fund realized net gains of $920,000 from the sale of these securities, which increased distributable net income for tax purposes; accordingly, such gains have been reclassified from accumulated net realized losses to undistributed net investment income.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at November 30, 2008, the fund had available realized losses of $69,976,000 to offset future net capital gains through November 30, 2016. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending November 30, 2009; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At May 31, 2009, the cost of investment securities for tax purposes was $1,527,344,000. Net unrealized depreciation of investment securities for tax purposes was $59,246,000, consisting of unrealized gains of $64,009,000 on securities that had risen in value since their purchase and $123,255,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended May 31, 2009, the fund purchased $911,046,000 of investment securities and sold $342,771,000 of investment securities, other than temporary cash investments.

F. Capital shares issued and redeemed were:

 

 

Six Months Ended

 

Year Ended

 

May 31, 2009

 

November 30, 2008

 

Shares

 

Shares

 

(000)

 

(000)

Issued

66,048

 

35,899

Issued in Lieu of Cash Distributions

1,875

 

5,474

Redeemed

(11,484)

 

(18,911)

Net Increase (Decrease) in Shares Outstanding

56,439

 

22,462

 

 

22

 


Convertible Securities Fund

G. In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157 (“FAS 157”), “Fair Value Measurements.” FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements.

The various inputs that may be used to determine the value of the fund’s investments are summarized in three broad levels. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

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

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

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

The following table summarizes the fund’s investments as of May 31, 2009, based on the inputs used to value them:

 

 

Investments

 

in Securities

Valuation Inputs

($000)

Level 1—Quoted prices

151,673

Level 2—Other significant observable inputs

1,316,425

Level 3—Significant unobservable inputs

Total

1,468,098

 

 

23

 

 


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.

 

Six Months Ended May 31, 2009

 

 

 

 

Beginning

Ending

Expenses

 

Account Value

Account Value

Paid During

Convertible Securities Fund

11/30/2008

5/31/2009

Period1

Based on Actual Fund Return

$1,000.00

$1,240.17

$4.24

Based on Hypothetical 5% Yearly Return

1,000.00

1,021.14

3.83

 

 

1  The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratio for that period is 0.76%. 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.

 

 

24

 


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 the 1% fee on redemptions of shares held for less than one year, nor do they include the account service fee described in the 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.

25

 


Trustees Approve Advisory Agreement

The board of trustees of Vanguard Convertible Securities Fund has renewed the fund’s investment advisory agreement with Oaktree Capital Management, L.P. The board determined that the retention of Oaktree was in the best interests of the fund and its shareholders.

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

Nature, extent, and quality of services

The board considered the quality of the fund’s investment management over both the short and long term, and took into account the organizational depth and stability of the advisor. The board noted that Oaktree, founded in 1995, specializes in managing convertible securities. The advisor uses a bottom-up investment approach to select convertible securities with the best balance of upside potential and downside protection. Discipline is key to the fund’s management; Oaktree invests predominantly in convertibles possessing an attractive combination of conversion and income features—true hybrid securities—and sells the issues when their characteristics become too similar to those of conventional bonds or common stocks. Oaktree has advised the fund since 1996.

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

Investment performance

The board considered the short- and long-term performance of the fund, including any periods of outperformance or underperformance of a relevant benchmark and peer group. The board concluded that the advisor has carried out the fund’s investment strategy in disciplined fashion, and that performance results have allowed the fund to remain competitive versus its benchmark and its peer group. Information about the fund’s most recent performance can be found in the Performance Summary section of this report.

Cost

The board concluded that the fund’s expense ratio was well below the average expense ratio charged by funds in its peer group. The board noted that the fund’s advisory fee rate was also below the peer-group average. Information about the fund’s expense ratio appears in the About Your Fund’s Expenses section of this report as well as in the Financial Statements section, which also includes information about the advisory fee rate.

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

The benefit of economies of scale

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

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

26

 


Glossary

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

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

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

Average Weighted Maturity. The average length of time until fixed income securities held by a fund reach maturity and are repaid. The figure reflects the proportion of fund assets represented by each security.

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

Conversion Premium. The average percentage by which the weighted average market price of the convertible securities held by a fund exceeds the weighted average market price of their underlying common stocks. For example, if a stock is trading at $25 per share and a bond convertible into the stock is trading at a price equivalent to $30 per share of stock, the conversion premium is 20% ($5 ÷ $25 = 20%).

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

Foreign Holdings. The percentage of a fund’s net assets represented by securities of companies based outside the United States.

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

Market Exposure. A measure that reflects a fund’s security investments excluding any holdings in short-term reserves.

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

27

 


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

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

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

28

 


 

 

 

 

 

 

 

 

This page intentionally left blank.

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

This page intentionally left blank.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

This page intentionally left blank.

 

 

 

 

 

 

 

 

 

 

 


The People Who Govern Your Fund

The trustees of your mutual fund are there to see that the fund is operated and managed in your best interests since, as a shareholder, you are a part owner of the fund. Your fund’s trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard funds and provides services to them on an at-cost basis.

A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 157 Vanguard funds.

The following table provides information for each trustee and executive officer of the fund. 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 www.vanguard.com.

 

Chairman of the Board and Interested Trustee

John J. Brennan1

Born 1954. Trustee Since May 1987. Chairman of the Board. Principal Occupation(s) During the Past Five Years: Chairman of the Board and Director/Trustee of The Vanguard Group, Inc., and of each of the investment companies served by The Vanguard Group; Chief Executive Officer and President of The Vanguard Group and of each of the investment companies served by The Vanguard Group (1996–2008).

Independent Trustees

Charles D. Ellis

Born 1937. Trustee Since January 2001. Principal Occupation(s) During the Past Five Years: Applecore Partners (pro bono ventures in education); Senior Advisor to Greenwich Associates (international business strategy consulting); Successor Trustee of Yale University; Overseer of the Stern School of Business at New York University; Trustee of the Whitehead Institute for Biomedical Research.

Emerson U. Fullwood

Born 1948. Trustee Since January 2008. Principal Occupation(s) During the Past Five Years: Retired Executive Chief Staff and Marketing Officer for North America and Corporate Vice President of Xerox Corporation (photocopiers and printers); Director of SPX Corporation (multi-industry manufacturing), the United Way of Rochester, the Boy Scouts of America, Amerigroup Corporation (direct health and medical insurance carriers), and Monroe Community College Foundation.

 

Rajiv L. Gupta

Born 1945. Trustee Since December 2001.2 Principal Occupation(s) During the Past Five Years: Retired Chairman and Chief Executive Officer of Rohm and Haas Co. (chemicals); President of Rohm and Haas Co. (2006–2008); Board Member of American Chemistry Council; Director of Tyco International, Ltd. (diversified manufacturing and services) and Hewlett-Packard Co. (electronic computer manufacturing); Trustee of The Conference Board.

Amy Gutmann

Born 1949. Trustee Since June 2006. Principal

Occupation(s) During the Past Five Years: President of the University of Pennsylvania; Christopher H. Browne Distinguished Professor of Political Science in the School of Arts and Sciences with Secondary Appointments at the Annenberg School for Communication and the Graduate School of Education of the University of Pennsylvania; Director of Carnegie Corporation of New York, Schuylkill River Development Corporation, and Greater Philadelphia Chamber of Commerce; Trustee of the National Constitution Center.

 


JoAnn Heffernan Heisen

Born 1950. Trustee Since July 1998. Principal Occupation(s) During the Past Five Years: Retired Corporate Vice President, Chief Global Diversity Officer, and Member of the Executive Committee of Johnson & Johnson (pharmaceuticals/consumer products); Vice President and Chief Information Officer (1997–2005) of Johnson & Johnson; Director of the University Medical Center at Princeton and Women’s Research and Education Institute.

 

André F. Perold

Born 1952. Trustee Since December 2004. Principal Occupation(s) During the Past Five Years: George Gund Professor of Finance and Banking, Senior Associate Dean, and Director of Faculty Recruiting, Harvard Business School; Director and Chairman of UNX, Inc. (equities trading firm); Chair of the Investment Committee of HighVista Strategies LLC (private investment firm).

Alfred M. Rankin, Jr.

Born 1941. Trustee Since January 1993. Principal Occupation(s) During the Past Five Years: Chairman, President, Chief Executive Officer, and Director of NACCO Industries, Inc. (forklift trucks/housewares/ lignite); Director of Goodrich Corporation (industrial products/aircraft systems and services).

J. Lawrence Wilson

Born 1936. Trustee Since April 1985. Principal Occupation(s) During the Past Five Years: Retired Chairman and Chief Executive Officer of Rohm and Haas Co. (chemicals); Director of Cummins Inc. (diesel engines) and AmerisourceBergen Corp. (pharmaceutical distribution); Trustee of Vanderbilt University and of Culver Educational Foundation.

Executive Officers

Thomas J. Higgins1

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

Kathryn J. Hyatt1

Born 1955. Treasurer Since November 2008. Principal Occupation(s) During the Past Five Years: Principal of The Vanguard Group, Inc.; Treasurer of each of the investment companies served by The Vanguard Group since 2008; Assistant Treasurer of each of the investment companies served by The Vanguard Group (1988–2008).

 

F. William McNabb III1

Born 1957. Chief Executive Officer Since August 2008. President Since March 2008. Principal Occupation(s) During the Past Five Years: Director of The Vanguard Group, Inc., since 2008; Chief Executive Officer and President of The Vanguard Group and of each of the investment companies served by The Vanguard Group since 2008; Director of Vanguard Marketing Corporation; Managing Director of The Vanguard Group (1995–2008).

 


Heidi Stam1

Born 1956. Secretary Since July 2005. Principal Occupation(s) During the Past Five Years: Managing Director of The Vanguard Group, Inc., since 2006; General Counsel of The Vanguard Group since 2005; Secretary of The Vanguard Group and of each of the investment companies served by The Vanguard Group since 2005; Director and Senior Vice President of Vanguard Marketing Corporation since 2005; Principal of The Vanguard Group (1997–2006).

 

Vanguard Senior Management Team

 

 

 

 

R. Gregory Barton

Michael S. Miller

Mortimer J. Buckley

James M. Norris

Kathleen C. Gubanich

Glenn W. Reed

Paul A. Heller

George U. Sauter

 

Founder

John C. Bogle

Chairman and Chief Executive Officer, 1974–1996

 

 

 

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

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

 

 

 



P.O. Box 2600

Valley Forge, PA 19482-2600

 

 

Connect with Vanguard® > www.vanguard.com

 

 

Fund Information > 800-662-7447

All comparative mutual fund data are from Lipper Inc.

 

or Morningstar, Inc., unless otherwise noted.

Direct Investor Account Services > 800-662-2739

 

 

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

Institutional Investor Services > 800-523-1036

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

 

and searching for “proxy voting guidelines,” or by

Text Telephone for People

calling Vanguard at 800-662-2739. The guidelines are

With Hearing Impairment > 800-952-3335

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

This material may be used in conjunction

either www.vanguard.com or www.sec.gov.

with the offering of shares of any Vanguard

 

fund only if preceded or accompanied by

 

the fund’s current prospectus.

 

 

 

 

You can review and copy information about your fund

 

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

 

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

CFA® is a trademark owned by CFA Institute.

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

 

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

 

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

 

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

 

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

 

Public Reference Section, Securities and Exchange

 

Commission, Washington, DC 20549-0102.

 

 

 

 

 

 

 

 

 

© 2009 The Vanguard Group, Inc.

 

All rights reserved.

 

Vanguard Marketing Corporation, Distributor.

 

 

 

Q822 072009

 

 

 

 


Item 2: Not Applicable.

 

Item 3: Not Applicable.

Item 4: Not Applicable.

Item 5: Not Applicable.

 

Item 6: Not Applicable.

 

Item 7: Not Applicable.

 

Item 8: Not Applicable.

 

Item 9: Not Applicable.

 

Item 10: Not Applicable.

 

Item 11: Controls and Procedures.

 

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

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

 

Item 12: Exhibits.

 

(a) Code of Ethics.

(b) Certifications.

 

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

 

VANGUARD CONVERTIBLE SECURITIES FUND

BY:

/s/ F. WILLIAM MCNABB III*

F. WILLIAM MCNABB III

CHIEF EXECUTIVE OFFICER

 

Date: July 15, 2009

 

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 CONVERTIBLE SECURITIES FUND

BY:

/s/ F. WILLIAM MCNABB III*

F. WILLIAM MCNABB III

CHIEF EXECUTIVE OFFICER

 

Date: July 15, 2009

 


 

VANGUARD CONVERTIBLE SECURITIES FUND

BY:

/s/ THOMAS J. HIGGINS*

THOMAS J. HIGGINS

CHIEF FINANCIAL OFFICER

 

Date: July 15, 2009

 

* By: /s/ Heidi Stam

 

Heidi Stam, pursuant to a Power of Attorney filed on January 18, 2008, see file Number 2-29601, Incorporated by Reference; and pursuant to a Power of Attorney filed on September 26, 2008, see File Number 2-47371, Incorporated by Reference.