N-CSRS 1 quantitativefinal.htm VANGUARD QUANTITATIVE FUNDS quantitativefinal.htm - Generated by SEC Publisher for SEC Filing

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-4526

Name of Registrant: Vanguard Quantitative Funds

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

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

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

Date of fiscal year end: September 30

Date of reporting period: October 1, 2009 – March 31, 2010

Item 1: Reports to Shareholders


Vanguard Growth and Income Fund
Semiannual Report
March 31, 2010



> Vanguard Growth and Income Fund returned almost 12%, about one percentage point ahead of the peer-group average.

> The fund more or less matched the return of the S&P 500 Index, a benchmark it seeks to outperform, as pockets of strength were neutralized by patches of weakness.

> Signs that the nascent economic recovery was sustainable buoyed investor spirits.

 

Contents  
Your Fund’s Total Returns. 1
Chairman’s Letter. 2
Advisor’s Report. 6
Fund Profile. 9
Performance Summary. 10
Financial Statements. 11
About Your Fund’s Expenses. 22
Glossary. 24

 

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

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

Cover photograph: Veronica Coia.



Your Fund’s Total Returns  
 
 
 
 
Six Months Ended March 31, 2010  
  Total
  Returns
Vanguard Growth and Income Fund  
Investor Shares 11.71%
Admiral™ Shares 11.77
S&P 500 Index 11.75
Large-Cap Core Funds Average 10.80
Large-Cap Core Funds Average: Derived from data provided by Lipper Inc.  

Admiral Shares are a lower-cost class of shares available to many longtime shareholders and to those with significant investments in the fund.

Your Fund’s Performance at a Glance        
September 30, 2009 , Through March 31, 2010        
      Distributions Per Share
  Starting Ending Income Capital
  Share Price Share Price Dividends Gains
Vanguard Growth and Income Fund        
Investor Shares $22.34 $24.73 $0.216 $0.000
Admiral Shares 36.48 40.38 0.377 0.000

1




Chairman’s Letter

Dear Shareholder,

During the past six months, the broad U.S. stock market generated a double-digit gain as investors became increasingly optimistic about the strength of the economic recovery. Vanguard Growth and Income Fund’s Investor Shares returned 11.71%; its lower-cost Admiral Shares returned 11.77%.

The fund’s return was superior to the average return of its peer group, and in line with that of the S&P 500 Index. Market-beating stock selections in a handful of sectors were neutralized by weakness elsewhere.

Stock market rally continued despite a few minor setbacks
After a steep but short-lived decline, stocks resumed their uphill trek in February. The broad U.S. stock market ended the six-month period up about 12%. Since stocks began their historic recovery in March just over a year ago, U.S. equities have risen more than 70%.

During the six months, small-capitalization companies outperformed larger-cap companies, while growth stocks trumped their value counterparts, though the differences weren’t all that significant.

2



Foreign stocks didn’t fare as well as domestic stocks, but still ended the period on a positive note. Investors’ concerns about Greece’s creditworthiness, as well as that of economies such as Spain and Portugal, weighed on the European markets. In Asia, possible changes to China’s monetary policies and weakness in the Japanese market hindered the region’s results. Emerging-market stocks, which made a quick and substantial recovery from the global financial crisis, continued to outperform developed-market stocks.

Investors still favored riskier bond options
The broad U.S. taxable bond market returned about 2% for the period, as investors continued to prefer higher-risk corporate bonds over government issues. The broad municipal bond market returned 0.28%. The yields of longer-term U.S. Treasury bonds rose during the six months, while those of the shortest-term securities remained near 0%.

The Federal Reserve Board has kept its target for short-term interest rates unchanged at 0% to 0.25% since December 2008 and has said that it expects to maintain that rate for “an extended period.” In late February, Fed Chairman Ben Bernanke said that low interest rates were still necessary to help the economy recover, but that the central bank would be ready to tighten credit “at the appropriate time.” The Fed has, however, begun to wind down credit programs established during the financial crisis.

Market Barometer      
 
      Total Returns
    Periods Ended March 31, 2010
  Six One Five Years
  Months Year (Annualized)
Stocks      
Russell 1000 Index (Large-caps) 12.11% 51.60% 2.31%
Russell 2000 Index (Small-caps) 13.07 62.76 3.36
Dow Jones U.S. Total Stock Market Index 12.48 52.88 2.82
MSCI All Country World Index ex USA (International) 5.51 61.67 6.59
 
Bonds      
Barclays Capital U.S. Aggregate Bond Index (Broad      
taxable market) 1.99% 7.69% 5.44%
Barclays Capital Municipal Bond Index 0.28 9.69 4.58
Citigroup Three-Month U.S. Treasury Bill Index 0.05 0.13 2.76
 
CPI      
Consumer Price Index 0.77% 2.31% 2.40%

3



Strengths and weaknesses produced index-like performance
Although a double-digit gain is gratifying in absolute terms, Vanguard Growth and Income Fund’s six-month relative performance can best be described as acceptable. The fund’s advisor, Mellon Capital Management, relies on quantitative stock-selection models in its attempt to capture the risk characteristics of the S&P 500 Index but outperform the unmanaged benchmark by buying the most—and avoiding the least—attractive stocks in each sector. During the past six months, the fund’s return more or less matched that of the index.

The advisor’s models identified a number of superior performers in the consumer staples and health care sectors. While the index’s consumer staples stocks returned about 11%, the fund’s holdings returned almost 17%. The materials sector was another notable strength. The advisor’s selections returned 14%, about four percentage points more than the index’s materials stocks.

The fund surrendered most of its edge over the index with subpar selections in the industrial, utilities, financial, and telecommunication services sectors. For example, industrial stocks generated surprisingly strong returns as the economy

Expense Ratios      
Your Fund Compared With Its Peer Group      
  Investor Admiral Peer Group
  Shares Shares Average
Growth and Income Fund 0.35% 0.21% 1.27%

The fund expense ratios shown are from the prospectus dated January 27, 2010, and represent estimated costs for the current fiscal year based on the fund’s net assets as of the prospectus date. For the six months ended March 31, 2010, the fund’s annualized expense ratios were 0.33% for Investor Shares and 0.18% for Admiral Shares. The peer-group expense ratio is derived from data provided by Lipper Inc. and captures information through year-end 2009.

Peer group: Large-Cap Core Funds.

4



ground into gear and idled factories came back on line, boosting the stock prices of railroads and machinery makers. The index’s industrial stocks returned 19%. Vanguard Growth and Income Fund’s industrial holdings, by contrast, finished the period with a return of about 15%.

The net result of the fund’s strengths and weaknesses was a very strong absolute return, but no clear advantage over the index.

A useful role in a well-diversified portfolio
One of our responsibilities at Vanguard is to carefully monitor a fund’s performance and report to you on the reasons for its successes or shortfalls. At the same time, we’re careful to remember that it’s unwise to make too much of short-term results. Vanguard Growth and Income Fund has delivered unspectacular returns during the past few years of financial upheaval, generally falling short of its benchmark index.

Nevertheless, our long experience with the fund’s advisor and its disciplined approach to security selection give us confidence in its ability to build a portfolio that can earn index-beating returns without taking on excessive risk. Combined with other low-cost stock and bond funds, in proportions consistent with your unique circumstances, Vanguard Growth and Income Fund can play a useful role in helping you meet your long-term financial goals.

On another matter, I would like to inform you that as of January 1, 2010, we completed a leadership transition that began in March 2008. I succeeded Jack Brennan as chairman of Vanguard and each of the funds. Jack has agreed to serve as chairman emeritus and senior advisor. Under Jack’s leadership, Vanguard has grown to become a preeminent firm in the mutual fund industry. Jack’s energy, his relentless pursuit of perfection, and his unwavering focus on always doing the right thing for our clients are evident in every facet of Vanguard policy today.

Thank you for entrusting your assets to Vanguard.

Sincerely,


F. William McNabb III
Chairman and Chief Executive Officer
April 16, 2010

5



Advisor’s Report

Vanguard Growth and Income Fund’s Investor Shares returned 11.71% for the six months ended March 31. The Admiral Shares returned 11.77%. The S&P 500 Index returned 11.75%, while the average return of large-cap core funds was 10.80%.

Significant market gains over the period
The S&P 500 Index has risen more than 75% from its low in March 2009 amid increasing confidence in the sustainability of the economic recovery. Although the government has wound down several market support programs in the past two quarters, economic signals have continued to show improvement. Corporate earnings have also improved, initially on margin improvement because of cost controls and more recently also because of revenue gains.

As the fourth quarter of 2009 began, the S&P 500 initially fell because of concerns about the sustainability of the recovery and about a “double dip” recession. Outside of the areas most directly affected by the government stimulus efforts, there was considerable uncertainty regarding near-term economic prospects. U.S. unemployment continued to rise, exceeding the 10% mark in October. However, as companies began to rebuild inventories and as expectations improved for corporate earnings, markets gained in November and December.

At the start of the year, gains continued amid good economic news, particularly in the manufacturing sector. Then, from mid-January to mid-February, the markets declined as investors became concerned about several global economic issues. China’s tightening of its monetary policy and the fiscal health of Greece were of particular concern. However, the rally resumed in late February and March, as the economy showed continued improvement, merger-and-acquisition activity picked up, and corporate earnings expectations rose.

Fund performance was in line with that of the S&P 500 benchmark
The fund performed in line with the S&P 500 Index over the period, underperforming it slightly during the fourth quarter and outperforming in the first quarter of 2010. In aggregate, the fund’s performance was not affected significantly either by differences in sector weightings relative to the benchmark or by stock selection within sectors, as our stock picks in some areas outperformed the benchmark and in other areas lagged the benchmark.

The tenor of the U.S. equity market was more favorable to our stock selection process in the last six months than it was earlier in 2009. Our investment process seeks stocks with strong business and price momentum at attractive valuations that we believe can sustain that earnings

6



momentum. Particularly in the first quarter of 2010, the market began rewarding companies with positive earnings expectations, after rewarding stocks for which earnings momentum had not yet materialized through the beginning part of the rally that started in March 2009.

Stock selection was strongest in the health care and consumer staples sectors. In consumer staples, the fund benefited from an overweight position in Coca-Cola Enterprises, which soared in late February after announcing the sale of its North American bottling operations to Coca Cola. The fund held an overweight position in Tyson Foods, which reported strong fourth-quarter earnings, announced higher expected margins, and rose sharply.

Among health care stocks, Merck KGaA, a German company, announced its acquisition of Millipore, a supplier of tools and technology to the life sciences research industry that gained more than 50% during the reporting period. Other strong performers in the sector were Cardinal Health, a drug distributor, and Stryker, a maker of orthopedic replacements.

Stock selection was less favorable within the industrials and technology sectors. Qualcomm, the telecom chipset producer, fell sharply in late January when it scaled back its sales forecasts. Disk drive manufacturer Western Digital reported strong fourth-quarter earnings, but underperformed the sector on concerns that margins had peaked. Within industrials, the fund did not own Boeing, which performed well as the long-delayed 787 plane appeared to come closer to launch. Genuine Parts, a replacement parts distributor that is no longer in the portfolio, underperformed its peers in the industry.

The fund’s positioning and risk controls
Over the past six months, we have made a number of significant enhancements to our stock selection model. We have implemented new research and also synthesized many of our best ideas with those of our new colleagues at Mellon Capital Management, our recent merger partner. We continue to emphasize the same three primary attributes of attractive valuation, favorable momentum, and the sustainability and quality of earnings, and we have been able to improve and further diversify the stock selection metrics we employ. For example, our estimate of earnings quality now incorporates a significantly expanded set of financial statement measures, broadening our ability to assess forward-looking earnings potential. We are enthusiastic about continuing process enhancements.

In 2009, we were particularly watchful of market volatility and uncertainty, and strictly limited differences in industry and sector positions relative to the S&P 500.

7



The fund’s weighting in financials, in particular, closely tracked the sector’s weighting in the benchmark. In response to continuing difficulties in credit markets, we also ensured that the fund did not become overweighted in companies with higher levels of leverage than their industry norms. More recently, as market volatility has declined, we have returned our risk control protocols to normal. And, as markets have again begun to reward fundamentals, we have seen the fund’s performance improve. We believe that the Growth and Income Fund is well positioned in the current environment.

Oliver E. Buckley,
Executive Vice President and Chief Investment Officer,
Active Equity Strategies
Mellon Capital Management Corp.
April 20, 2010

8



Growth and Income Fund

Fund Profile
As of March 31, 2010

Share-Class Characteristics  
  Investor Admiral
  Shares Shares
Ticker Symbol VQNPX VGIAX
Expense Ratio1 0.35% 0.21%
30-Day SEC    
Yield 1.44% 1.59%

Portfolio Characteristics    
      DJ
      U.S. Total
    S&P 500 Market
  Fund Index Index
Number of Stocks 137 500 4,159
Median Market Cap $39.6B $48.2B $31.4B
Price/Earnings Ratio 16.8x 20.9x 23.0x
Price/Book Ratio 2.2x 2.2x 2.2x
Return on Equity 21.4% 20.6% 19.1%
Earnings Growth Rate 11.3% 6.8% 6.9%
Dividend Yield 1.9% 1.9% 1.7%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate
(Annualized) 90%
Short-Term Reserves 0.0%

Sector Diversification (% of equity exposure)
      DJ
      U.S. Total
    S&P 500 Market
  Fund Index Index
Consumer      
Discretionary 9.7% 10.1% 11.0%
Consumer Staples 10.4 11.3 9.8
Energy 10.4 10.9 10.0
Financials 16.6 16.5 17.3
Health Care 13.5 12.1 12.4
Industrials 9.2 10.5 10.9
Information      
Technology 20.3 18.9 18.5
Materials 3.1 3.5 4.0
Telecommunication      
Services 3.2 2.8 2.6
Utilities 3.6 3.4 3.5

Volatility Measures    
    DJ
    U.S. Total
  S&P 500 Market
  Index Index
R-Squared 0.99 0.99
Beta 1.02 0.99

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

Ten Largest Holdings (% of total net assets)
Exxon Mobil Corp. Integrated Oil &  
  Gas 3.2%
Microsoft Corp. Systems Software 2.7
Johnson & Johnson Pharmaceuticals 2.7
International Business Computer  
Machines Corp. Hardware 2.7
Apple Inc. Computer  
  Hardware 2.6
JPMorgan Chase & Co. Diversified Financial  
  Services 2.5
AT&T Inc. Integrated  
  Telecommunication  
  Services 2.4
Procter & Gamble Co. Household  
  Products 2.1
Pfizer Inc. Pharmaceuticals 2.1
Goldman Sachs Group Investment Banking  
Inc. & Brokerage 1.9
Top Ten   24.9%

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

Investment Focus


1 The expense ratios shown are from the prospectus dated January 27, 2010, and represent estimated costs for the current fiscal year based on the fund’s net assets as of the prospectus date. For the six months ended March 31, 2010, the annualized expense ratios were 0.33% for Investor Shares and 0.18% for Admiral Shares.

9



Growth and Income 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 (%): September 30, 1999, Through March 31, 2010

 

 
Average Annual Total Returns: Periods Ended March 31, 2010      
 
  Inception One Five Ten
  Date Year Years Years
Investor Shares 12/10/1986 47.20% 0.21% -1.01%
Admiral Shares 5/14/2001 47.43 0.36 0.691
1 Return since inception.        

Vanguard fund total returns do not include any transaction or account fees that applied in the periods shown. Fund prospectuses provide
information about current fees.
See Financial Highlights for dividend and capital gains information.

10



Growth and Income Fund

Financial Statements (unaudited)

Statement of Net Assets
As of March 31, 2010

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at 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).

      Market
      Value
    Shares ($000)
Common Stocks (99.0%)1    
Consumer Discretionary (9.6%)  
  Comcast Corp. Class A 3,261,700 61,385
  Target Corp. 953,500 50,154
  TJX Cos. Inc. 1,085,300 46,147
  Time Warner Inc. 1,412,100 44,156
* Viacom Inc. Class B 1,162,600 39,970
  Wyndham    
  Worldwide Corp. 1,538,300 39,581
  Mattel Inc. 1,689,300 38,415
* Starbucks Corp. 1,400,100 33,980
  Gap Inc. 1,407,700 32,532
* AutoNation Inc. 1,139,600 20,604
  Sherwin-Williams Co. 153,700 10,402
* Amazon.com Inc. 65,900 8,945
  Time Warner Cable Inc. 139,866 7,456
* Bed Bath & Beyond Inc. 137,400 6,013
* Kohl’s Corp. 105,300 5,768
  Omnicom Group Inc. 148,300 5,756
      451,264
Consumer Staples (10.3%)    
  Procter & Gamble Co. 1,575,400 99,676
  Philip Morris    
  International Inc. 1,174,500 61,262
  Walgreen Co. 1,591,400 59,025
  Kimberly-Clark Corp. 733,700 46,135
  PepsiCo Inc. 694,300 45,935
  Hormel Foods Corp. 920,600 38,674
  Wal-Mart Stores Inc. 685,200 38,097
  Tyson Foods Inc. Class A 1,035,600 19,832
  Coca-Cola Enterprises Inc. 582,800 16,120
  Safeway Inc. 506,200 12,584
  ConAgra Foods Inc. 450,100 11,284
  Coca-Cola Co. 182,100 10,016
  Kraft Foods Inc. 248,700 7,521
  Lorillard Inc. 90,900 6,839
  Hershey Co. 146,000 6,250
  Molson Coors Brewing Co.    
  Class B 118,200 4,971
      484,221

      Market
      Value
    Shares ($000)
Energy (10.3%)    
  Exxon Mobil Corp. 2,216,636 148,470
  Chevron Corp. 965,000 73,176
  Williams Cos. Inc. 1,966,400 45,424
  National Oilwell Varco Inc. 1,095,900 44,472
  Pioneer Natural    
  Resources Co. 635,700 35,803
  Apache Corp. 280,600 28,481
  Occidental Petroleum Corp. 310,700 26,266
  Peabody Energy Corp. 516,800 23,618
  XTO Energy Inc. 442,100 20,858
  Spectra Energy Corp. 738,600 16,641
  Chesapeake Energy Corp. 416,000 9,834
* FMC Technologies Inc. 151,900 9,817
      482,860
Financials (16.4%)    
  JPMorgan Chase & Co. 2,658,900 118,986
  Goldman Sachs Group Inc. 522,600 89,171
  American Express Co. 1,691,500 69,791
  Wells Fargo & Co. 1,996,800 62,140
  Prudential Financial Inc. 886,200 53,615
  Travelers Cos. Inc. 992,300 53,525
  Unum Group 1,699,500 42,097
  Bank of America Corp. 2,192,899 39,143
  Hudson City Bancorp Inc. 2,590,100 36,676
  Franklin Resources Inc. 273,300 30,309
  Northern Trust Corp. 530,500 29,315
  Loews Corp. 672,600 25,075
  Fifth Third Bancorp 1,405,700 19,103
  Chubb Corp. 349,400 18,116
  Ameriprise Financial Inc. 359,200 16,293
* First Horizon National Corp. 995,100 13,981
  XL Capital Ltd. Class A 655,000 12,380
  Principal Financial Group Inc. 377,600 11,030
* Berkshire Hathaway Inc.    
  Class B 113,800 9,249
  Public Storage 71,200 6,550
  HCP Inc. 186,800 6,164
  State Street Corp. 132,900 5,999
      768,708

11



Growth and Income Fund    
 
 
 
      Market
      Value
    Shares ($000)
Health Care (13.4%)    
  Johnson & Johnson 1,912,300 124,682
  Pfizer Inc. 5,619,421 96,373
* Amgen Inc. 1,128,100 67,415
  Bristol-Myers Squibb Co. 2,078,892 55,506
  Stryker Corp. 842,600 48,214
  McKesson Corp. 538,100 35,364
  Allergan Inc. 493,900 32,262
  Aetna Inc. 889,100 31,216
  UnitedHealth Group Inc. 910,500 29,746
  Cardinal Health Inc. 822,600 29,638
* Humana Inc. 438,500 20,509
* Gilead Sciences Inc. 356,800 16,227
* Forest Laboratories Inc. 470,700 14,761
  Eli Lilly & Co. 292,200 10,584
* Zimmer Holdings Inc. 159,600 9,448
  Becton Dickinson and Co. 77,100 6,070
      628,015
Industrials (9.1%)    
  General Electric Co. 3,355,100 61,063
  3M Co. 689,900 57,655
  United Parcel    
  Service Inc. Class B 759,300 48,907
  Raytheon Co. 814,600 46,530
  Caterpillar Inc. 623,700 39,200
  CH Robinson    
  Worldwide Inc. 531,300 29,673
  Illinois Tool Works Inc. 505,300 23,931
  WW Grainger Inc. 218,700 23,646
  ITT Corp. 425,300 22,800
* Jacobs Engineering    
  Group Inc. 427,200 19,305
  CSX Corp. 320,600 16,319
  Textron Inc. 644,000 13,672
  L-3 Communications    
  Holdings Inc. 136,800 12,535
  General Dynamics Corp. 94,200 7,272
  Fluor Corp. 121,100 5,632
      428,140
Information Technology (20.1%)  
  Microsoft Corp. 4,268,200 124,930
  International Business    
  Machines Corp. 970,100 124,415
* Apple Inc. 514,300 120,825
  QUALCOMM Inc. 1,646,600 69,141
  Oracle Corp. 2,690,800 69,127
* Google Inc. Class A 121,140 68,688
* Computer Sciences Corp. 1,100,100 59,944
  Intel Corp. 1,655,800 36,858
* Western Digital Corp. 932,200 36,346
* Dell Inc. 2,077,500 31,183
* Intuit Inc. 802,200 27,548
  KLA-Tencor Corp. 797,700 24,665
  Xerox Corp. 2,403,700 23,436
* Micron Technology Inc. 2,128,600 22,116

        Market
        Value
      Shares ($000)
* Cisco Systems Inc.   790,000 20,564
* SanDisk Corp.   427,300 14,797
  Harris Corp.   241,100 11,450
  Jabil Circuit Inc.   692,800 11,216
  CA Inc.   466,100 10,939
  Xilinx Inc.   375,600 9,578
  Texas Instruments Inc. 273,100 6,683
  Total System Services Inc. 367,100 5,749
  Mastercard Inc. Class A 22,600 5,740
  Western Union Co.   304,700 5,168
        941,106
Materials (3.1%)      
  International Paper Co. 1,208,900 29,751
  Freeport-McMoRan      
  Copper & Gold Inc.   296,800 24,795
  EI du Pont de      
  Nemours & Co.   520,900 19,398
  Newmont Mining Corp. 369,000 18,793
* Titanium Metals Corp. 985,500 16,349
  Eastman Chemical Co. 224,700 14,309
  Bemis Co. Inc.   484,800 13,924
  Sealed Air Corp.   263,800 5,561
        142,880
Telecommunication Services (3.2%)  
  AT&T Inc.   4,423,400 114,301
  Verizon      
  Communications Inc. 1,097,100 34,032
        148,333
Utilities (3.5%)      
  FPL Group Inc.   1,018,300 49,215
  Exelon Corp.   967,300 42,377
  Constellation Energy      
  Group Inc.   1,055,900 37,073
  Oneok Inc.   507,800 23,181
  Integrys Energy Group Inc. 210,700 9,983
  Ameren Corp.   164,500 4,290
        166,119
Total Common Stocks      
(Cost $4,079,098)     4,641,646
Temporary Cash Investment (1.0%)1  
Money Market Fund (1.0%)    
2 Vanguard Market      
  Liquidity Fund, 0.183%    
  (Cost $47,732) 47,732,044 47,732
Total Investments (100.0%)    
(Cost $4,126,830)     4,689,378
Other Assets and Liabilities (0.0%)  
Other Assets3     211,879
Liabilities     (210,853)
        1,026
Net Assets (100%)     4,690,404

12



Growth and Income Fund

At March 31, 2010, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 5,952,588
Undistributed Net Investment Income 4,087
Accumulated Net Realized Losses (1,829,621)
Unrealized Appreciation (Depreciation)  
Investment Securities 562,548
Futures Contracts 802
Net Assets 4,690,404
 
Investor Shares—Net Assets  
Applicable to 134,225,957 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 3,318,887
Net Asset Value Per Share—  
Investor Shares $24.73
 
Admiral Shares—Net Assets  
Applicable to 33,963,441 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 1,371,517
Net Asset Value Per Share—  
Admiral Shares $40.38

See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures investments, the fund’s effective common stock and temporary cash investment positions represent 99.9% and 0.1%, respectively, of net assets.
2 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
3 Cash of $5,580,000 has been segregated as initial margin for open futures contracts.
See accompanying Notes, which are an integral part of the Financial Statements.

13



Growth and Income Fund

Statement of Operations

  Six Months Ended
  March 31, 2010
  ($000)
Investment Income  
Income  
Dividends 46,688
Interest1 54
Security Lending 846
Total Income 47,588
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 2,320
Performance Adjustment (1,233)
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 4,172
Management and Administrative—Admiral Shares 771
Marketing and Distribution—Investor Shares 308
Marketing and Distribution—Admiral Shares 123
Custodian Fees 20
Shareholders’ Reports—Investor Shares 43
Shareholders’ Reports—Admiral Shares 4
Trustees’ Fees and Expenses 5
Total Expenses 6,533
Expenses Paid Indirectly (116)
Net Expenses 6,417
Net Investment Income 41,171
Realized Net Gain (Loss)  
Investment Securities Sold 108,079
Futures Contracts 2,972
Realized Net Gain (Loss) 111,051
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 359,917
Futures Contracts 642
Change in Unrealized Appreciation (Depreciation) 360,559
Net Increase (Decrease) in Net Assets Resulting from Operations 512,781
1 Interest income from an affiliated company of the fund was $54,000.  

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

14



Growth and Income Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  March 31, September 30,
  2010 2009
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 41,171 98,334
Realized Net Gain (Loss) 111,051 (1,371,420)
Change in Unrealized Appreciation (Depreciation) 360,559 545,703
Net Increase (Decrease) in Net Assets Resulting from Operations 512,781 (727,383)
Distributions    
Net Investment Income    
Investor Shares (30,073) (73,186)
Admiral Shares (13,454) (36,418)
Realized Capital Gain    
Investor Shares
Admiral Shares
Total Distributions (43,527) (109,604)
Capital Share Transactions    
Investor Shares (263,929) (120,422)
Admiral Shares (209,097) (174,315)
Net Increase (Decrease) from Capital Share Transactions (473,026) (294,737)
Total Increase (Decrease) (3,772) (1,131,724)
Net Assets    
Beginning of Period 4,694,176 5,825,900
End of Period1 4,690,404 4,694,176
1 Net Assets—End of Period includes undistributed net investment income of $4,087,000 and $6,443,000.  

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

15



Growth and Income Fund              
 
 
Financial Highlights            
 
 
Investor Shares              
  Six Months          
    Ended          
For a Share Outstanding March 31,     Year Ended September 30,
Throughout Each Period   2010 2009 2008 2007 2006 2005
Net Asset Value, Beginning of Period $22.34 $25.84 $38.62 $33.79 $31.29 $28.31
Investment Operations              
Net Investment Income   .207 .447 .546 .600 .550 .460
Net Realized and Unrealized Gain (Loss)            
on Investments   2.399 (3.453) (8.758) 4.840 2.470 2.980
Total from Investment Operations   2.606 (3.006) (8.212) 5.440 3.020 3.440
Distributions              
Dividends from Net Investment Income (.216) (.494) (.560) (.610) (.520) (.460)
Distributions from Realized Capital Gains (4.008)
Total Distributions   (.216) (.494) (4.568) (.610) (.520) (.460)
Net Asset Value, End of Period   $24.73 $22.34 $25.84 $38.62 $33.79 $31.29
 
Total Return1   11.71% -11.29% -23.28% 16.20% 9.76% 12.20%
 
Ratios/Supplemental Data              
Net Assets, End of Period (Millions) $3,319 $3,253 $3,919 $5,465 $5,088 $5,202
Ratio of Total Expenses to              
Average Net Assets2   0.33%3 0.35% 0.31% 0.32% 0.38% 0.40%
Ratio of Net Investment Income to              
Average Net Assets   1.73%3 2.28% 1.69% 1.61% 1.65% 1.53%
Portfolio Turnover Rate   90%3 83% 96% 100% 93% 84%

1 Total returns do not include the account service fee that may be applicable to certain accounts with balances below $10,000.
2 Includes performance-based investment advisory fee increases (decreases) of (0.05%), (0.04%), (0.02%), 0.00%, 0.01%, and 0.01%.
3 Annualized.

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

16



Growth and Income Fund              
 
 
Financial Highlights            
 
 
Admiral Shares              
  Six Months          
    Ended          
For a Share Outstanding March 31,     Year Ended September 30,
Throughout Each Period   2010 2009 2008 2007 2006 2005
Net Asset Value, Beginning of Period $36.48 $42.20 $63.08 $55.20 $51.12 $46.25
Investment Operations              
Net Investment Income   .365 .775 .963 1.070 .997 .849
Net Realized and Unrealized Gain (Loss)            
on Investments   3.912 (5.638) (14.313) 7.903 4.036 4.853
Total from Investment Operations   4.277 (4.863) (13.350) 8.973 5.033 5.702
Distributions              
Dividends from Net Investment Income (.377) (.857) (.985) (1.093) (.953) (.832)
Distributions from Realized Capital Gains (6.545)
Total Distributions   (.377) (.857) (7.530) (1.093) (.953) (.832)
Net Asset Value, End of Period   $40.38 $36.48 $42.20 $63.08 $55.20 $51.12
 
Total Return   11.77% -11.15% -23.19% 16.37% 9.97% 12.39%
 
Ratios/Supplemental Data              
Net Assets, End of Period (Millions) $1,372 $1,441 $1,907 $2,794 $2,321 $2,039
Ratio of Total Expenses to              
Average Net Assets1   0.18%2 0.21% 0.16% 0.18% 0.20% 0.23%
Ratio of Net Investment Income to              
Average Net Assets   1.88%2 2.42% 1.84% 1.75% 1.83% 1.68%
Portfolio Turnover Rate   90%2 83% 96% 100% 93% 84%

1 Includes performance-based investment advisory fee increases (decreases) of (0.05%), (0.04%), (0.02%), 0.00%, 0.01%, and 0.01%.
2 Annualized.

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

17



Growth and Income Fund

Notes to Financial Statements

Vanguard Growth and Income Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund offers two classes of shares: Investor Shares and Admiral Shares. Investor Shares are available to any investor who meets the fund’s minimum purchase requirements. Admiral Shares are designed for investors who meet certain administrative, service, tenure, and account-size criteria.

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

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value.

Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired 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. Other temporary cash investments are valued at amortized cost, which approximates market value.

2. 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.

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

3. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (September 30, 2006–2009), and for the period ended March 31, 2010, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

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

18



Growth and Income Fund

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

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

B. Mellon Capital Management Corporation 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 S&P 500 Index. For the six months ended March 31, 2010, the investment advisory fee represented an effective annual basic rate of 0.10% of the fund’s average net assets before a decrease of $1,233,000 (0.05%) based on performance.

C. The Vanguard Group furnishes at cost corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At March 31, 2010, the fund had contributed capital of $874,000 to Vanguard (included in Other Assets), representing 0.02% of the fund’s net assets and 0.35% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

D. The fund has asked its investment advisor to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund’s management and administrative expenses. For the six months ended March 31, 2010, these arrangements reduced the fund’s expenses by $116,000 (an annual rate of 0.01% of average net assets).

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

19



Growth and Income Fund

Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

At March 31, 2010, 100% of the fund’s investments were valued based on Level 1 inputs.

F. At March 31, 2010, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Appreciation
Futures Contracts Expiration Contracts Long (Short) (Depreciation)
S&P 500 Index June 2010 156 45,443 802

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

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

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2009, the fund had available capital loss carryforwards totaling $845,748,000 to offset future net capital gains through September 30, 2017. In addition, the fund realized losses of $1,093,871,000 during the period from November 1, 2008, through September 30, 2009, which are deferred and will be treated as realized for tax purposes in fiscal 2010. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2010; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At March 31, 2010, the cost of investment securities for tax purposes was $4,126,830,000. Net unrealized appreciation of investment securities for tax purposes was $562,548,000, consisting of unrealized gains of $677,398,000 on securities that had risen in value since their purchase and $114,850,000 in unrealized losses on securities that had fallen in value since their purchase.

20



Growth and Income Fund

H. During the six months ended March 31, 2010, the fund purchased $2,035,583,000 of investment securities and sold $2,482,737,000 of investment securities, other than temporary cash investments.

I. Capital share transactions for each class of shares were:    
  Six Months Ended   Year Ended
  March 31, 2010 September 30, 2009
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Investor Shares        
Issued 127,309 5,472 342,754 17,955
Issued in Lieu of Cash Distributions 29,184 1,235 70,600 3,711
Redeemed (420,422) (18,067) (533,776) (27,759)
Net Increase (Decrease)—Investor Shares (263,929) (11,360) (120,422) (6,093)
Admiral Shares        
Issued 71,182 1,873 152,599 4,878
Issued in Lieu of Cash Distributions 12,161 315 32,886 1,059
Redeemed (292,440) (7,733) (359,800) (11,621)
Net Increase (Decrease)—Admiral Shares (209,097) (5,545) (174,315) (5,684)

J. In preparing the financial statements as of March 31, 2010, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

21



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 the account service fee described in the prospectus. If such a fee were applied to your account, your costs would be higher. Your fund does not charge transaction fees, such as purchase or redemption fees, nor does it carry a “sales load.” The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

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

22



Six Months Ended March 31, 2010      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Growth and Income Fund 9/30/2009 3/31/2010 Period
Based on Actual Fund Return      
Investor Shares $1,000.00 $1,117.10 $1.74
Admiral Shares 1,000.00 1,117.72 0.95
Based on Hypothetical 5% Yearly Return      
Investor Shares $1,000.00 $1,023.29 $1.66
Admiral Shares 1,000.00 1,024.03 0.91

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 0.33% for Investor Shares and 0.18% 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.

23



Glossary

30-Day SEC Yield. A fund’s 30-day SEC yield is derived using a formula specified by the U.S. Securities and Exchange Commission. Under the formula, data related to the fund’s security holdings in the previous 30 days are used to calculate the fund’s hypothetical net income for that period, which is then annualized and divided by the fund’s estimated average net assets over the calculation period. For the purposes of this calculation, a security’s income is based on its current market yield to maturity (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.

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

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

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

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

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

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

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

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

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

24



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

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

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

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

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

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The People Who Govern Your Fund

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

A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 162 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.

Interested Trustee1 Rajiv L. Gupta
  Born 1945. Trustee Since December 2001.2
F. William McNabb III Principal Occupation(s) During the Past Five Years:
Born 1957. Trustee Since July 2009. Chairman of the Chairman and Chief Executive Officer (retired 2009)
Board. Principal Occupation(s) During the Past Five and President (2006–2008) of Rohm and Haas Co.
Years: Chairman of the Board of The Vanguard Group, (chemicals); Director of Tyco International, Ltd.
Inc., and of each of the investment companies served (diversified manufacturing and services) and Hewlett-
by The Vanguard Group, since January 2010; Director Packard Co. (electronic computer manufacturing);
of The Vanguard Group since 2008; Chief Executive Trustee of The Conference Board; Member of the
Officer and President of The Vanguard Group and of Board of Managers of Delphi Automotive LLP
each of the investment companies served by The (automotive components).
Vanguard Group since 2008; Director of Vanguard  
Marketing Corporation; Managing Director of The Amy Gutmann
Vanguard Group (1995–2008). Born 1949. Trustee Since June 2006. Principal
  Occupation(s) During the Past Five Years: President
  of the University of Pennsylvania; Christopher H.
Independent Trustees Browne Distinguished Professor of Political Science
  in the School of Arts and Sciences with secondary
Emerson U. Fullwood appointments at the Annenberg School for Commu-
Born 1948. Trustee Since January 2008. Principal nication and the Graduate School of Education of
Occupation(s) During the Past Five Years: Executive the University of Pennsylvania; Director of Carnegie
Chief Staff and Marketing Officer for North America Corporation of New York, Schuylkill River Development
and Corporate Vice President (retired 2008) of Xerox Corporation, and Greater Philadelphia Chamber of
Corporation (document management products and Commerce; Trustee of the National Constitution Center;
services); Director of SPX Corporation (multi-industry Chair of the Presidential Commission for the Study of
manufacturing), the United Way of Rochester, Bioethical Issues.
Amerigroup Corporation (managed health care),  
the University of Rochester Medical Center, and  
Monroe Community College Foundation.  



JoAnn Heffernan Heisen Executive Officers  
Born 1950. Trustee Since July 1998. Principal    
Occupation(s) During the Past Five Years: Corporate Thomas J. Higgins  
Vice President and Chief Global Diversity Officer since Born 1957. Chief Financial Officer Since September
2006 (retired 2008) and Member of the Executive 2008. Principal Occupation(s) During the Past Five
Committee (retired 2008) of Johnson & Johnson Years: Principal of The Vanguard Group, Inc.; Chief
(pharmaceuticals/consumer products); Vice President Financial Officer of each of the investment companies
and Chief Information Officer of Johnson & Johnson served by The Vanguard Group since 2008; Treasurer
(1997–2005); Director of the University Medical Center of each of the investment companies served by The
at Princeton and Women’s Research and Education Vanguard Group (1998–2008).
Institute; Member of the Advisory Board of the    
Maxwell School of Citizenship and Public Affairs Kathryn J. Hyatt  
at Syracuse University. Born 1955. Treasurer Since November 2008. Principal
  Occupation(s) During the Past Five Years: Principal
F. Joseph Loughrey of The Vanguard Group, Inc.; Treasurer of each of
Born 1949. Trustee Since October 2009. Principal the investment companies served by The Vanguard
Occupation(s) During the Past Five Years: President Group since 2008; Assistant Treasurer of each of the
and Chief Operating Officer since 2005 (retired 2009) investment companies served by The Vanguard Group
and Vice Chairman of the Board (2008–2009) of (1988–2008).  
Cummins Inc. (industrial machinery); Director of    
SKF AB (industrial machinery), Hillenbrand, Inc. Heidi Stam  
(specialized consumer services), Sauer-Danfoss Inc. Born 1956. Secretary Since July 2005. Principal
(machinery), the Lumina Foundation for Education, Occupation(s) During the Past Five Years: Managing
and Oxfam America; Chairman of the Advisory Council Director of The Vanguard Group, Inc., since 2006;
for the College of Arts and Letters at the University of General Counsel of The Vanguard Group since 2005;
Notre Dame. Secretary of The Vanguard Group and of each of the
  investment companies served by The Vanguard Group
André F. Perold since 2005; Director and Senior Vice President of
Born 1952. Trustee Since December 2004. Principal Vanguard Marketing Corporation since 2005;
Occupation(s) During the Past Five Years: George Principal of The Vanguard Group (1997–2006).
Gund Professor of Finance and Banking at the Harvard    
Business School; Chair of the Investment Committee    
of HighVista Strategies LLC (private investment firm). Vanguard Senior Management Team
 
Alfred M. Rankin, Jr. R. Gregory Barton Michael S. Miller
Born 1941. Trustee Since January 1993. Principal Mortimer J. Buckley James M. Norris
Occupation(s) During the Past Five Years: Chairman, Kathleen C. Gubanich Glenn W. Reed
President, and Chief Executive Officer of NACCO Paul A. Heller George U. Sauter
Industries, Inc. (forklift trucks/housewares/lignite);    
Director of Goodrich Corporation (industrial products/    
aircraft systems and services); Chairman of the Federal Chairman Emeritus and Senior Advisor
Reserve Bank of Cleveland; Trustee of The Cleveland    
Museum of Art. John J. Brennan  
  Chairman, 1996–2009  
Peter F. Volanakis Chief Executive Officer and President, 1996–2008
Born 1955. Trustee Since July 2009. Principal    
Occupation(s) During the Past Five Years: President    
since 2007 and Chief Operating Officer since 2005 Founder  
of Corning Incorporated (communications equipment);    
President of Corning Technologies (2001–2005); John C. Bogle  
Director of Corning Incorporated and Dow Corning; Chairman and Chief Executive Officer, 1974–1996
Trustee of the Corning Incorporated Foundation and    
the Corning Museum of Glass; Overseer of the    
Amos Tuck School of Business Administration at    
Dartmouth College.    

1 Mr. McNabb is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.
2 December 2002 for Vanguard Equity Income Fund, 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

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Q932 052010



 

Vanguard Structured Equity Funds
Semiannual Report
March 31, 2010
Vanguard Structured Large-Cap Equity Fund
Vanguard Structured Large-Cap Growth Fund
Vanguard Structured Large-Cap Value Fund
Vanguard Structured Broad Market Fund



> For the fiscal half-year, the four Vanguard Structured Equity Funds delivered double-digit returns as stock prices rallied.

> The Large-Cap Equity and Broad Market Funds outperformed their benchmark indexes, while the Large-Cap Growth and Large-Cap Value Funds trailed.

> The advisor’s stock-selection models enjoyed notable success in consumer-oriented sectors, but generally lagged in the industrial and financial sectors.

 

Contents  
Your Fund’s Total Returns 1
Chairman’s Letter 2
Advisor’s Report 6
Structured Large-Cap Equity Fund 8
Structured Large-Cap Growth Fund 20
Structured Large-Cap Value Fund 32
Structured Broad Market Fund 43
About Your Fund’s Expenses 58
Trustees Approve Advisory Arrangement 60
Glossary 61

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.

Cover photograph: Veronica Coia.



Your Fund’s Total Returns    
 
 
 
 
Six Months Ended March 31, 2010    
  Ticker Total
  Symbol Returns
Vanguard Structured Large-Cap Equity Fund    
Institutional Shares1 VSLIX 12.14%
Institutional Plus Shares2 VSLPX 12.16
S&P 500 Index   11.75
Large-Cap Core Funds Average3   10.80
 
Vanguard Structured Large-Cap Growth Fund    
Institutional Shares1 VSTLX 12.56%
Institutional Plus Shares2 VSGPX 12.61
Russell 1000 Growth Index   12.96
Large-Cap Growth Funds Average3   11.58
 
Vanguard Structured Large-Cap Value Fund    
Institutional Plus Shares2 VSLVX 10.03%
Russell 1000 Value Index   11.28
Large-Cap Value Funds Average3   10.59
 
Vanguard Structured Broad Market Fund    
Institutional Shares1 VSBMX 12.38%
Institutional Plus Shares2 VSBPX 12.43
Russell 3000 Index   12.19
Multi-Cap Core Funds Average3   11.00

1 This class of shares carries low expenses and is available for a minimum investment of $5 million.
2 This class of shares also carries low expenses and is available for a minimum investment of $200 million.
3 Derived from data provided by Lipper Inc.

1




Chairman’s Letter

Dear Shareholder,

The Vanguard Structured Equity Funds generated double-digit returns for the six months ended March 31, 2010, as stocks rallied on optimism about the strength of the U.S. economic recovery and the rebound in corporate earnings.

The Large-Cap Equity and Broad Market Funds outperformed their unmanaged benchmark indexes, while the Large-Cap Growth and Large-Cap Value Funds fell short. In general, the funds’ quantitative stock-selection models delivered strong returns in consumer-oriented sectors, but struggled in industrials and financials.

Stock market rally continued despite a few minor setbacks
After a steep but short-lived decline, stocks resumed their uphill trek in February. The broad U.S. stock market ended the six-month period up about 12%. Since stocks began their historic recovery in March just over a year ago, U.S. equities have risen more than 70%.

During the six months, small-capitalization companies outperformed larger-cap companies, while growth stocks trumped their value counterparts, though the differences weren’t all that significant.

Foreign stocks didn’t fare as well as domestic stocks, but still ended the period on a positive note. Investors’ concerns about Greece’s creditworthiness, as well as that of economies such as Spain and Portugal, weighed on the European

2



markets. In Asia, possible changes to China’s monetary policies and weakness in the Japanese market hindered the region’s results. Emerging-market stocks, which made a quick and substantial recovery from the global financial crisis, continued to outperform developed-market stocks.

Investors still favored riskier bond options
The broad U.S. taxable bond market returned about 2% for the period, as investors continued to prefer higher-risk corporate bonds over government issues. The broad municipal bond market returned 0.28%. The yields of longer-term U.S. Treasury bonds rose during the six months, while those of the shortest-term securities remained near 0%.

The Federal Reserve Board has kept its target for short-term interest rates unchanged at 0% to 0.25% since December 2008 and has said that it expects to maintain that rate for “an extended period.” In late February, Fed Chairman Ben Bernanke said that low interest rates were still necessary to help the economy recover, but that the central bank would be ready to tighten credit “at the appropriate time.” The Fed has, however, begun to wind down credit programs established during the financial crisis.

Market Barometer      
      Total Returns
    Periods Ended March 31, 2010
  Six Months One Year Five Years1
Stocks      
Russell 1000 Index (Large-caps) 12.11% 51.60% 2.31%
Russell 2000 Index (Small-caps) 13.07 62.76 3.36
Dow Jones U.S. Total Stock Market Index 12.48 52.88 2.82
MSCI All Country World Index ex USA (International) 5.51 61.67 6.59
 
Bonds      
Barclays Capital U.S. Aggregate Bond Index      
(Broad taxable market) 1.99% 7.69% 5.44%
Barclays Capital Municipal Bond Index 0.28 9.69 4.58
Citigroup 3-Month Treasury Bill Index 0.05 0.13 2.76
 
CPI      
Consumer Price Index 0.77% 2.31% 2.40%

1 Annualized.

3



Mixed results during a period of strength
The Vanguard Structured Equity Funds delivered strong returns during the past six months, a welcome contrast to the performance we reported to you a year ago, when stock prices were near their bear-market bottom. Returns ranged from 10.03% for the Institutional Plus Shares of Vanguard Structured Large-Cap Value Fund to 12.61% for the Institutional Plus Shares of Vanguard Structured Large-Cap Growth Fund. On a relative basis—the more meaningful standard for these quantitatively managed portfolios—results were mixed.

The Structured Large-Cap Equity and Structured Broad Market Funds outperformed their indexes by modest margins, consistent with their attempts to produce index-beating returns while keeping portfolio risk levels in line with those of their benchmarks. The stock-selection models used by the funds’ advisor, Vanguard Quantitative Equity Group, delivered impressive results in the consumer discretionary, consumer staples, and information technology sectors.

While consumer discretionary stocks in the Standard & Poor’s 500 Index returned about 20%, for example, those in the Structured Large-Cap Equity Fund returned almost 27%. The Structured Broad Market Fund delivered a similar margin of advantage among the retailers, restaurants, and entertainment purveyors that make up the consumer discretionary sector.

The Structured Large-Cap Growth and Large-Cap Value Funds trailed the returns of their indexes, as the funds’ stock selection in both the industrial and financial sectors restrained performance. The industrial stocks in the Russell 1000 Growth Index, for example, rose almost 18% as the economic recovery gathered momentum, boosting the stock prices of transportation companies and machinery makers. The Large-Cap Growth Fund’s industrial stocks returned about 5 percentage points less. The shortfalls in the financial sector were smaller. In the Large-Cap Value Fund, however, their consequence loomed larger, simply because financials are by far the index’sand the fund’s—largest exposure.

Risk-controlled portfolios with the potential for outperformance
Like many funds that use quantitative strategies, the Vanguard Structured Equity Funds have struggled during the financial upheaval of the past few years, generally falling short of their benchmark indexes. The kinds of stocks favored by many quantitative managers—those with modest valuations and seemingly attractive earnings prospects—have trailed stocks with, in the view of many “quant” managers, more dubious profiles—that is, higher valuations and uncertain earnings prospects.

Cycles eventually turn, of course, and our long experience with the fund’s advisor and its disciplined approach to security selection give us confidence in its ability to build portfolios that, over the long term,

4



can earn index-beating returns with risk profiles similar to those of their bench-marks. Such a combination can help institutional investors maintain diversified exposure to the broad stock market, or to selected segments, while also seeking to capture increments of alpha that can hasten an institution’s progress toward its financial goals.

On another matter, I would like to inform you that as of January 1, 2010, we completed a leadership transition that began in March 2008. I succeeded Jack Brennan as chairman of Vanguard and each of the funds. Jack has agreed to serve as chairman emeritus and senior advisor. Under Jack’s leadership, Vanguard has grown to become a preeminent firm in the mutual fund industry. Jack’s energy, his relentless pursuit of perfection, and his unwavering focus on always doing the right thing for our clients are evident in every facet of Vanguard policy today.

Thank you for entrusting your assets to Vanguard.

Sincerely,


F. William McNabb III
Chairman and Chief Executive Officer
April 21, 2010

Your Fund’s Performance at a Glance        
September 30, 2009–March 31, 2010        
      Distributions Per Share
  Starting Ending Income Capital
  Share Price Share Price Dividends Gains
Structured Large-Cap Equity Fund        
Institutional Shares $19.47 $21.44 $0.371 $0.000
Institutional Plus Shares 38.97 42.89 0.772 0.000
Structured Large-Cap Growth Fund        
Institutional Shares $21.38 $23.75 $0.300 $0.000
Institutional Plus Shares 42.60 47.31 0.627 0.000
Structured Large-Cap Value Fund        
Institutional Plus Shares $36.43 $39.16 $0.870 $0.000
Structured Broad Market Fund        
Institutional Shares $18.99 $20.98 $0.338 $0.000
Institutional Plus Shares 37.94 41.91 0.701 0.000

5



Advisor’s Report

The first six months of the fiscal year ended March 31, 2010, was a mixed period for Vanguard’s Structured Equity Funds.

The Structured Large-Cap Equity Fund returned 12.14% for Institutional Shares and 12.16% for Institutional Plus Shares, leading the S&P 500 Index by 0.39 and 0.41 percentage point, respectively.

The Structured Large-Cap Growth Fund returned 12.56% for Institutional Shares and 12.61% for Institutional Plus shares, trailing the performance of the Russell 1000 Growth Index by 0.40 and 0.35 percentage point, respectively.

The Structured Large-Cap Value Fund’s Institutional Plus Shares returned 10.03%, underperforming the Russell 1000 Value Index by 1.25 percentage points.

The Structured Broad Market Fund returned 12.38% for Institutional Shares and 12.43% for Institutional Plus Shares, leading the Russell 3000 Index by 0.19 and 0.24 percentage point, respectively.

The investment environment
Signs that the recession might be ending raised stock prices and lowered expected  volatility over the half-year.

As investors became less concerned about systemic risk, the ability to discriminate among stocks has improved. The funds’ stock-selection model benefited from the improved environment, and our model components posted positive returns for the six months. The model we use considers multiple factors because our research (and common sense) tells us there is no single indicator for picking attractive stocks. Our process involves five themes, each with several components: valuation, growth, management decisions, market sentiment, and quality.

Valuation measures the price we pay for earnings and cash flows. How much we pay for earnings depends on the growth of earnings, which our growth model evaluates. Company managers, who are privy to more specific knowledge about a company’s prospects and earnings than are market participants, take actions that signal their opinions of a firm’s future. Managers’ opinions are reflected in their investment decisions or their purchases and sales of company stock. Investors express their opinions of a company through their activity in the market, which we capture in our market sentiment model. Finally, our quality model measures balance-sheet strength and the sustainability of earnings. Over the past six months, our valuation model provided our best-performing signals. Market sentiment was mixed, with stronger results in large-capitalization companies than in small-cap issues. Our quality and growth models also produced positive returns for the period, along with our management indicator.

Although our model worked overall, some of the Structured Equity Funds lagged their benchmark returns for the period. Why?

6



The model’s return is a theoretical return, which measures the average return of our process across all stocks in the market. The theoretical return assumes that a fund can purchase every attractive stock and sell each unattractive stock every day, without transaction costs. That is, of course, impossible for a real portfolio, which needs to trade off transaction costs and risk against the possible gain from a trade. The model return tells us whether our process is working in general, but it is only a rough indicator of our actual portfolio returns. It is common for the portfolio’s return to vary from the model return.

Structured Large-Cap Equity Fund
Ford Motor and Wyndham Worldwide were the top two contributors to the Structured Large-Cap Equity Fund’s return. The portfolio’s relative return was restrained by underweightings to Amazon.com and Walt Disney.

Structured Large-Cap Growth Fund
Big Lots made the biggest contribution to the Structured Large-Cap Growth Fund’s performance, followed by Mylan and Coca-Cola Enterprises. Notable weaknesses included our underweightings of Visa and Amazon.com relative to the benchmark.

Structured Large-Cap Value Fund
Again, our best-performing stocks were Ford and Wyndham Worldwide. Our underweightings in Boeing and Walt Disney hurt relative performance.

Structured Broad Market Fund
Ford and Talbots provided the largest positive contributions to return, while underweightings in Boeing and Walt Disney restrained relative results.

James. D. Troyer, CFA
Principal and Portfolio Manager

James P. Stetler
Principal and Portfolio Manager

Joel M. Dickson, Ph.D.
Principal and Head,
Vanguard Active Quantitative Equity Management

Vanguard Quantitative Equity Group

April 22, 2010

7



Structured Large-Cap Equity Fund

Fund Profile
As of March 31, 2010

Portfolio Characteristics    
    Comparative  Broad
  Fund Index1 Index2
Number of Stocks 194 500 4,159
Median Market Cap $52.7B $48.2B $31.4.B
Price/Earnings Ratio 16.6x 20.9x 23.0x
Price/Book Ratio 2.3x 2.2x 2.2x
Yield3   1.9% 1.7%
Institutional Shares 1.5%    
Institutional      
Plus Shares 1.6%    
Return on Equity 21.5% 20.6% 19.1%
Earnings Growth Rate 11.6% 6.8% 6.9%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate4 60%
Expense Ratio5  
Institutional Shares 0.25%    
Institutional      
Plus Shares 0.17%    
Short-Term Reserves 0.0%

Sector Diversification (% of equity exposure)
  Comparative  Broad
  Fund Index1  Index2
Consumer Discretionary 10.5% 10.1% 11.0%
Consumer Staples 11.1 11.3 9.8
Energy 11.4 10.9 10.0
Financials 16.4 16.5 17.3
Health Care 12.1 12.1 12.4
Industrials 10.3 10.5 10.9
Information Technology 19.1 18.9 18.5
Materials 3.1 3.5 4.0
Telecommunication      
Services 2.8 2.8 2.6
Utilities 3.2 3.4 3.5

Volatility Measures6  
  Fund Versus Fund Versus
  Comparative Index1 Broad Index2
R-Squared 1.00 0.99
Beta 0.99 0.96

Ten Largest Holdings7 (% of total net assets)
Exxon Mobil Corp. integrated oil & gas 3.5%
Microsoft Corp. systems software 2.6
Apple Inc. computer hardware 2.6
JPMorgan Chase & Co. other diversified  
  financial services 2.2
International Business    
Machines Corp. computer hardware 2.1
Wells Fargo & Co. diversified banks 2.0
AT&T Inc. integrated  
  telecommunication  
  services 1.9
Chevron Corp. integrated oil & gas 1.9
Google Inc. Class A Internet software &  
  services 1.8
Johnson & Johnson pharmaceuticals 1.8
Top Ten   22.4%

Investment Focus


1 S&P 500 Index.
2 Dow Jones U.S.Total Stock Market Index.
3 30-day SEC yield for the fund; annualized dividend yield for the indexes. See the Glossary.
4 Annualized.
5 The expense ratios shown are from the prospectus dated January 27, 2010, and represent estimated costs for the current fiscal year based
on the fund’s net assets as of the prospectus date. For the six months ended March 31, 2010, the annualized expense ratios were 0.24%
for the Institutional Shares and 0.17% for the Institutional Plus Shares.
6 For an explanation of R-squared, beta, and other terms used here, see the Glossary.
7 The holdings listed exclude any temporary cash investments and equity index products.

8



Structured Large-Cap Equity Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at 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 (%): May 16, 2006–March 31, 2010

 

 
Average Annual Total Returns: Periods Ended March 31, 2010    
      Since
  Inception Date One Year Inception2
Institutional Shares 5/16/2006 47.33% –1.51%
Institutional Plus Shares 5/15/2006 47.37 –1.47

1 Six months ended March 31, 2010.
2 Performance for the fund and its comparative standards is calculated since the following inception dates: May 15, 2006, for Institutional
Plus Shares; May 16, 2006, for Institutional Shares.
See Financial Highlights for dividend and capital gains information.

9



Structured Large-Cap Equity Fund

Financial Statements (unaudited)

Statement of Net Assets
As of March 31, 2010

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at 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).

      Market
      Value
    Shares ($000)
Common Stocks (99.9%)1    
Consumer Discretionary (10.5%)  
* Ford Motor Co. 447,606 5,626
  McDonald’s Corp. 74,597 4,977
  Comcast Corp. Class A 252,785 4,757
  TJX Cos. Inc. 103,416 4,397
  Gap Inc. 179,722 4,153
  Wyndham Worldwide Corp. 154,140 3,966
  Time Warner Cable Inc. 73,200 3,902
  Ltd Brands Inc. 157,793 3,885
  Gannett Co. Inc. 222,500 3,676
* Starbucks Corp. 131,200 3,184
  Time Warner Inc. 100,800 3,152
* AutoNation Inc. 135,400 2,448
  Stanley Black & Decker Inc. 41,500 2,383
  McGraw-Hill Cos. Inc. 62,200 2,217
  Comcast Corp. 111,200 1,998
* Big Lots Inc. 51,400 1,872
  DR Horton Inc. 141,600 1,784
* Amazon.com Inc. 11,000 1,493
  Target Corp. 23,800 1,252
  Lennar Corp. Class A 62,700 1,079
  Yum! Brands Inc. 27,775 1,065
  Darden Restaurants Inc. 20,200 900
  Ross Stores Inc. 10,900 583
  Macy’s Inc. 21,900 477
  Whirlpool Corp. 5,358 468
  Walt Disney Co. 12,629 441
* Harman International    
  Industries Inc. 4,200 197
  Mattel Inc. 8,600 196
  Leggett & Platt Inc. 8,200 177
* DIRECTV Class A 3,200 108
* New York Times Co. Class A 6,400 71
      66,884
Consumer Staples (11.1%)    
  Wal-Mart Stores Inc. 191,396 10,642
  Philip Morris    
  International Inc. 177,436 9,255
  Procter & Gamble Co. 144,894 9,167

      Market
      Value
    Shares ($000)
  General Mills Inc. 65,683 4,650
  Coca-Cola Co. 80,940 4,452
  Kimberly-Clark Corp. 69,644 4,379
  Coca-Cola Enterprises Inc. 146,600 4,055
  Estee Lauder Cos. Inc.    
  Class A 61,800 4,009
  Sara Lee Corp. 251,700 3,506
  ConAgra Foods Inc. 121,038 3,034
  PepsiCo Inc. 45,792 3,030
  SUPERVALU Inc. 161,300 2,691
  Dr Pepper Snapple    
  Group Inc. 70,800 2,490
  Campbell Soup Co. 49,258 1,741
  Hershey Co. 31,141 1,333
  Reynolds American Inc. 10,400 561
  Tyson Foods Inc. Class A 23,700 454
  Walgreen Co. 9,600 356
  Molson Coors Brewing Co.    
  Class B 7,370 310
* Whole Foods Market Inc. 8,300 300
  Colgate-Palmolive Co. 1,700 145
  Hormel Foods Corp. 2,100 88
      70,648
Energy (11.4%)    
  Exxon Mobil Corp. 332,539 22,273
  Chevron Corp. 160,456 12,167
  ConocoPhillips 122,959 6,292
  Apache Corp. 51,946 5,273
  Peabody Energy Corp. 85,602 3,912
  National Oilwell Varco Inc. 94,354 3,829
  Anadarko Petroleum Corp. 51,492 3,750
  Consol Energy Inc. 85,105 3,631
  Occidental Petroleum Corp. 39,951 3,377
* FMC Technologies Inc. 41,500 2,682
  Schlumberger Ltd. 29,955 1,901
  Murphy Oil Corp. 27,185 1,528
  El Paso Corp. 64,050 694
  Massey Energy Co. 7,215 377
* Rowan Cos. Inc. 11,700 341
  Williams Cos. Inc. 10,300 238
      72,265

10



Structured Large-Cap Equity Fund  
 
 
 
      Market
      Value
    Shares ($000)
Financials (16.3%)    
  JPMorgan Chase & Co. 314,279 14,064
  Wells Fargo & Co. 411,435 12,804
  Goldman Sachs Group Inc. 49,998 8,531
  Bank of America Corp. 408,753 7,296
  US Bancorp 247,924 6,416
  Travelers Cos. Inc. 92,968 5,015
  Aflac Inc. 92,194 5,005
  Franklin Resources Inc. 37,926 4,206
  Chubb Corp. 80,843 4,192
  Ameriprise Financial Inc. 90,200 4,091
* CB Richard Ellis Group Inc.    
  Class A 240,900 3,818
  American Express Co. 92,285 3,808
  Unum Group 144,713 3,585
* Berkshire Hathaway Inc.    
  Class B 43,105 3,503
  Discover Financial Services 220,700 3,288
  Hudson City Bancorp Inc. 179,701 2,545
  State Street Corp. 48,734 2,200
  Simon Property Group Inc. 25,517 2,141
  PNC Financial Services    
  Group Inc. 28,000 1,672
* Berkshire Hathaway Inc.    
  Class A 11 1,340
* Citigroup Inc. 327,456 1,326
  Ventas Inc. 14,104 670
* SLM Corp. 49,000 613
  Capital One Financial Corp. 13,100 542
  Public Storage 3,629 334
  Progressive Corp. 16,400 313
  ProLogis 23,500 310
  Federated Investors Inc.    
  Class B 7,890 208
  M&T Bank Corp. 1,600 127
  Fifth Third Bancorp 4,900 67
      104,030
Health Care (12.1%)    
  Johnson & Johnson 174,846 11,400
  Merck & Co. Inc. 271,894 10,155
  Pfizer Inc. 412,719 7,078
* Amgen Inc. 113,113 6,760
* Medco Health Solutions Inc. 79,966 5,163
* WellPoint Inc. 78,984 5,085
  UnitedHealth Group Inc. 149,474 4,883
  McKesson Corp. 66,600 4,377
* Mylan Inc. 176,600 4,011
  AmerisourceBergen Corp.    
  Class A 137,298 3,971
  Eli Lilly & Co. 99,787 3,614
  Abbott Laboratories 65,068 3,428
  Quest Diagnostics Inc. 55,698 3,247
* Cephalon Inc. 18,205 1,234
  Baxter International Inc. 20,018 1,165
* Forest Laboratories Inc. 22,100 693
* Hospira Inc. 6,000 340

      Market
      Value
    Shares ($000)
* Life Technologies Corp. 6,400 334
* Tenet Healthcare Corp. 20,500 117
  CIGNA Corp. 2,200 80
* King Pharmaceuticals Inc. 5,600 66
      77,201
Industrials (10.3%)    
  General Electric Co. 499,722 9,095
  United Parcel Service Inc.    
  Class B 114,221 7,357
  3M Co. 82,013 6,854
  FedEx Corp. 55,600 5,193
  Lockheed Martin Corp. 60,038 4,996
  Raytheon Co. 80,727 4,611
  Northrop Grumman Corp. 67,916 4,453
  Boeing Co. 60,700 4,407
  United Technologies Corp. 53,536 3,941
  Flowserve Corp. 35,074 3,868
  Honeywell International Inc. 53,783 2,435
  CSX Corp. 41,618 2,118
  L-3 Communications    
  Holdings Inc. 19,487 1,786
  RR Donnelley & Sons Co. 63,700 1,360
  Pitney Bowes Inc. 37,600 919
  Waste Management Inc. 17,630 607
  ITT Corp. 9,800 525
  Avery Dennison Corp. 10,900 397
  Cummins Inc. 5,000 310
  Southwest Airlines Co. 15,000 198
  Caterpillar Inc. 2,000 126
      65,556
Information Technology (19.1%)  
  Microsoft Corp. 573,841 16,796
* Apple Inc. 69,942 16,431
  International Business    
  Machines Corp. 105,640 13,548
* Google Inc. Class A 20,255 11,485
  Hewlett-Packard Co. 209,100 11,114
  Oracle Corp. 373,088 9,585
* Cisco Systems Inc. 235,115 6,120
* eBay Inc. 185,700 5,005
  Intel Corp. 194,653 4,333
* Computer Sciences Corp. 67,698 3,689
* Western Digital Corp. 92,300 3,599
* Motorola Inc. 508,800 3,572
  Texas Instruments Inc. 129,068 3,158
* Symantec Corp. 158,807 2,687
  Xilinx Inc. 99,853 2,546
* Micron Technology Inc. 242,700 2,522
* LSI Corp. 323,600 1,980
  QUALCOMM Inc. 26,557 1,115
* Teradata Corp. 23,739 686
  CA Inc. 23,663 555
* VeriSign Inc. 9,400 245
* Red Hat Inc. 7,600 222
* BMC Software Inc. 5,700 217
* JDS Uniphase Corp. 8,800 110

11



Structured Large-Cap Equity Fund  
 
 
 
      Market
      Value
    Shares ($000)
* Advanced Micro Devices Inc. 11,400 106
  Jabil Circuit Inc. 5,500 89
  Molex Inc. 3,800 79
* Teradyne Inc. 6,700 75
      121,669
Materials (3.1%)    
  EI du Pont de Nemours    
  & Co. 148,253 5,521
  Freeport-McMoRan    
  Copper & Gold Inc. 65,000 5,430
  International Paper Co. 147,000 3,618
* Pactiv Corp. 88,400 2,226
  Eastman Chemical Co. 26,600 1,694
  Ball Corp. 19,400 1,035
  AK Steel Holding Corp. 3,400 78
  Newmont Mining Corp. 1,400 71
      19,673
Telecommunication Services (2.8%)  
  AT&T Inc. 478,935 12,376
  Qwest Communications    
  International Inc. 517,300 2,700
  Verizon Communications Inc. 67,496 2,094
  Windstream Corp. 65,006 708
* Sprint Nextel Corp. 22,300 85
      17,963
Utilities (3.2%)    
  Public Service Enterprise    
  Group Inc. 128,000 3,779
  Constellation Energy    
  Group Inc. 89,800 3,153
* AES Corp. 273,441 3,008
  American Electric    
  Power Co. Inc. 72,324 2,472
  Exelon Corp. 54,400 2,383
  CMS Energy Corp. 99,238 1,534
  Entergy Corp. 18,700 1,521
  DTE Energy Co. 23,600 1,053
  Integrys Energy Group Inc. 10,200 483
  NiSource Inc. 25,500 403
  Nicor Inc. 9,300 390
  CenterPoint Energy Inc. 12,700 182
      20,361
Total Common Stocks    
(Cost $564,968)   636,250

  Face Market
  Amount Value
  ($000) ($000)
Temporary Cash Investment (0.1%)1  
U.S. Government and Agency Obligations (0.1%)
2,3 Freddie Mac Discount    
Notes, 0.245%, 9/21/10    
(Cost $400) 400 400
Total Investments (100.0%)    
(Cost $565,368)   636,650
Other Assets and Liabilities (0.0%)  
Other Assets   960
Liabilities   (985)
    (25)
Net Assets (100%)   636,625
 
 
At March 31, 2010, net assets consisted of:  
    Amount
    ($000)
Paid-in Capital   836,801
Undistributed Net Investment Income 2,350
Accumulated Net Realized Losses (273,807)
Unrealized Appreciation (Depreciation)  
Investment Securities   71,282
Futures Contracts   (1)
Net Assets   636,625
 
Institutional Shares—Net Assets  
Applicable to 5,495,221 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 117,799
Net Asset Value Per Share—    
Institutional Shares   $21.44
 
Institutional Plus Shares—Net Assets  
Applicable to 12,097,743 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 518,826
Net Asset Value Per Share—    
Institutional Plus Shares   $42.89

See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures
investments, the fund’s effective common stock and temporary cash investment positions represent 100.0% and 0.0%, respectively, of
net assets.
2 The issuer operates under a congressional charter; its securities are not backed by the full faith and credit of the U.S. government.
3 Securities with a value of $400,000 have been segregated as initial margin for open futures contracts.
See accompanying Notes, which are an integral part of the Financial Statements.

12



Structured Large-Cap Equity Fund  
 
 
Statement of Operations  
 
  Six Months Ended
  March 31, 2010
  ($000)
Investment Income  
Income  
Dividends 6,269
Interest 2
Security Lending 57
Total Income 6,328
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 264
Management and Administrative—Institutional Shares 73
Management and Administrative—Institutional Plus Shares 157
Marketing and Distribution—Institutional Shares 9
Marketing and Distribution—Institutional Plus Shares 37
Custodian Fees 8
Total Expenses 548
Net Investment Income 5,780
Realized Net Gain (Loss)  
Investment Securities Sold 8,803
Futures Contracts (37)
Realized Net Gain (Loss) 8,766
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 54,736
Futures Contracts 7
Change in Unrealized Appreciation (Depreciation) 54,743
Net Increase (Decrease) in Net Assets Resulting from Operations 69,289

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

13



Structured Large-Cap Equity Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  March 31, September 30,
  2010 2009
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 5,780 12,474
Realized Net Gain (Loss) 8,766 (242,061)
Change in Unrealized Appreciation (Depreciation) 54,743 118,445
Net Increase (Decrease) in Net Assets Resulting from Operations 69,289 (111,142)
Distributions    
Net Investment Income    
Institutional Shares (2,024) (3,907)
Institutional Plus Shares (9,247) (13,919)
Realized Capital Gain    
Institutional Shares
Institutional Plus Shares
Total Distributions (11,271) (17,826)
Capital Share Transactions    
Institutional Shares 610 (10,600)
Institutional Plus Shares 4,834 (99,837)
Net Increase (Decrease) from Capital Share Transactions 5,444 (110,437)
Total Increase (Decrease) 63,462 (239,405)
Net Assets    
Beginning of Period 573,163 812,568
End of Period1 636,625 573,163
1 Net Assets—End of Period includes undistributed net investment income of $2,350,000 and $7,841,000.  

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

14



Structured Large-Cap Equity Fund          
 
 
Financial Highlights          
 
 
Institutional Shares          
  Six Months       May 16,
  Ended       20061 to
  March 31, Year Ended September 30, Sept. 30,
For a Share Outstanding Throughout Each Period 2010 2009 2008 2007 2006
Net Asset Value, Beginning of Period $19.47 $22.56 $29.98 $26.03 $24.96
Investment Operations          
Net Investment Income .190 .546 .492 .4762 .130
Net Realized and Unrealized Gain (Loss)          
on Investments 2.151 (2.993) (7.091) 3.657 .940
Total from Investment Operations 2.341 (2.447) (6.599) 4.133 1.070
Distributions          
Dividends from Net Investment Income (.371) (.643) (.430) (.172)
Distributions from Realized Capital Gains (.391) (.011)
Total Distributions (.371) (.643) (.821) (.183)
Net Asset Value, End of Period $21.44 $19.47 $22.56 $29.98 $26.03
 
Total Return 12.14% –10.25% –22.52% 15.94% 4.29%
 
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $118 $106 $135 $187 $127
Ratio of Total Expenses to          
Average Net Assets 0.24%3 0.25% 0.20% 0.25% 0.25%3
Ratio of Net Investment Income to          
Average Net Assets 1.87%3 2.33% 1.91% 1.69% 1.67%3
Portfolio Turnover Rate4 60%3 80% 72% 54% 30%

1 Inception.
2 Calculated based on average shares outstanding.
3 Annualized.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.

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

15



Structured Large-Cap Equity Fund          
 
 
Financial Highlights          
 
 
Institutional Plus Shares          
  Six Months       May 15,
  Ended       20061 to
  March 31, Year Ended September 30, Sept. 30,
For a Share Outstanding Throughout Each Period 2010 2009 2008 2007 2006
Net Asset Value, Beginning of Period $38.97 $45.15 $60.02 $52.07 $50.00
Investment Operations          
Net Investment Income .394 1.116 1.025 1.0182 .250
Net Realized and Unrealized Gain (Loss)          
on Investments 4.298 (5.980) (14.193) 7.317 1.820
Total from Investment Operations 4.692 (4.864) (13.168) 8.335 2.070
Distributions          
Dividends from Net Investment Income (.772) (1.316) (.920) (.363)
Distributions from Realized Capital Gains (.782) (.022)
Total Distributions (.772) (1.316) (1.702) (.385)
Net Asset Value, End of Period $42.89 $38.97 $45.15 $60.02 $52.07
 
Total Return 12.16% –10.16% –22.46% 16.07% 4.14%
 
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $519 $467 $677 $819 $203
Ratio of Total Expenses to          
Average Net Assets 0.17%3 0.17% 0.12% 0.15% 0.15%3
Ratio of Net Investment Income to          
Average Net Assets 1.94%3 2.41% 1.99% 1.79% 1.77%3
Portfolio Turnover Rate4 60%3 80% 72% 54% 30%

1 Inception.
2 Calculated based on average shares outstanding.
3 Annualized.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the fund’s capital shares.

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

16



Structured Large-Cap Equity Fund

Notes to Financial Statements

Vanguard Structured Large-Cap Equity 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: Institutional Shares and Institutional Plus Shares. Institutional Shares are available to investors who invest a minimum of $5 million. Institutional Plus Shares are available to investors who invest a minimum of $200 million ($100 million for investors with total Vanguard investments of at least $1 billion).

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. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired 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. Other temporary cash investments are valued at amortized cost, which approximates market value.

2. 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.

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

3. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (September 30, 2006–2009), and for the period ended March 31, 2010, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

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

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

17



Structured Large-Cap Equity Fund

6. 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. 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.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At March 31, 2010, the fund had contributed capital of $118,000 to Vanguard (included in Other Assets), representing 0.02% of the fund’s net assets and 0.05% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

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

Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

The following table summarizes the fund’s investments as of March 31, 2010, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 636,250
Temporary Cash Investments 400
Futures Contracts—Liabilities1 (1)
Total 636,249 400
1 Represents variation margin on the last day of the reporting period.      

D. At March 31, 2010, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Appreciation
Futures Contracts Expiration Contracts Long (Short) (Depreciation)
E-mini S&P 500 Index June 2010 4 233 (1)

18



Structured Large-Cap Equity Fund

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

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

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2009, the fund had available capital loss carryforwards totaling $163,235,000 to offset future net capital gains through September 30, 2017. In addition, the fund realized losses of $119,350,000 during the period from November 1, 2008, through September 30, 2009, which are deferred and will be treated as realized for tax purposes in fiscal 2010. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2010; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At March 31, 2010, the cost of investment securities for tax purposes was $565,368,000. Net unrealized appreciation of investment securities for tax purposes was $71,282,000, consisting of unrealized gains of $92,914,000 on securities that had risen in value since their purchase and $21,632,000 in unrealized losses on securities that had fallen in value since their purchase.

F. During the six months ended March 31, 2010, the fund purchased $178,993,000 of investment securities and sold $177,722,000 of investment securities, other than temporary cash investments.

G. Capital share transactions for each class of shares were:      
  Six Months Ended   Year Ended
  March 31, 2010 September 30, 2009
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Institutional Shares        
Issued 821 40 4,395 272
Issued in Lieu of Cash Distributions 343 17 1,002 62
Redeemed (554) (27) (15,997) (874)
Net Increase (Decrease)—Institutional Shares 610 30 (10,600) (540)
Institutional Plus Shares        
Issued 41,945 1,312
Issued in Lieu of Cash Distributions 4,834 120 7,918 246
Redeemed (149,700) (4,575)
Net Increase (Decrease)—Institutional Plus Shares 4,834 120 (99,837) (3,017)

H. In preparing the financial statements as of March 31, 2010, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

19



Structured Large-Cap Growth Fund

Fund Profile

As of March 31, 2010

Portfolio Characteristics    
    Comparative  Broad
  Fund Index1 Index2
Number of Stocks 191 621 4,159
Median Market Cap $41.6B $39.0.B $31.4.B
Price/Earnings Ratio 17.4x 20.2x 23.0x
Price/Book Ratio 3.3x 3.6x 2.2x
Yield3   1.5% 1.7%
Institutional Shares 1.2%    
Institutional      
Plus Shares 1.3%    
Return on Equity 24.9% 24.7% 19.1%
Earnings Growth Rate 15.3% 14.4% 6.9%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate4 51%
Expense Ratio5  
Institutional Shares 0.25%    
Institutional      
Plus Shares 0.17%    
Short-Term Reserves 0.1%

Sector Diversification (% of equity exposure)
     Comparative  Broad
  Fund Index1  Index2
Consumer Discretionary 11.4% 10.9% 11.0%
Consumer Staples 16.2 15.9 9.8
Energy 3.9 3.9 10.0
Financials 5.6 5.2 17.3
Health Care 16.0 15.9 12.4
Industrials 10.3 10.7 10.9
Information Technology 31.1 32.3 18.5
Materials 3.9 3.8 4.0
Telecommunication      
Services 0.9 0.6 2.6
Utilities 0.7 0.8 3.5

Volatility Measures6  
  Fund Versus Fund Versus
  Comparative Index1 Broad Index2
R-Squared 1.00 0.96
Beta 1.00 0.95

Ten Largest Holdings7 (% of total net assets)
Microsoft Corp. systems software 4.4%
Apple Inc. computer hardware 3.6
International Business    
Machines Corp. computer hardware 2.9
Google Inc. Class A Internet software  
  & services 2.9
Cisco Systems Inc. communications  
  equipment 2.5
Johnson & Johnson pharmaceuticals 2.4
Hewlett-Packard Co. computer hardware 2.2
Wal-Mart Stores Inc. hypermarkets &  
  super centers 2.1
Procter & Gamble Co. household products 1.9
Philip Morris    
International Inc. tobacco 1.8
Top Ten   26.7%

Investment Focus


1 Russell 1000 Growth Index.
2 Dow Jones U.S.Total Stock Market Index.
3 30-day SEC yield for the fund; annualized dividend yield for the indexes. See the Glossary.
4 Annualized.
5 The expense ratios shown are from the prospectus dated January 27, 2010, and represent estimated costs for the current fiscal year based
on the fund’s net assets as of the prospectus date. For the six months ended March 31, 2010, the annualized expense ratios were 0.24%
for the Institutional Shares and 0.17% for the Institutional Plus Shares.
6 For an explanation of R-squared, beta, and other terms used here, see the Glossary.
7 The holdings listed exclude any temporary cash investments and equity index products.

20



Structured Large-Cap Growth 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 (%): June 22, 2007–March 31, 2010


Average Annual Total Returns: Periods Ended March 31, 2010    
      Since
  Inception Date One Year Inception1
Institutional Shares 6/22/2007 48.01% –5.00%
Institutional Plus Shares 1/19/2006 48.11 0.40

1 The fund commenced operations as a registered investment company on October 3, 2006. The fund’s performance includes the
performance of a predecessor trust, Vanguard Fiduciary Trust Company Structured Large-Cap Growth Trust, from January 19, 2006,
to October 3, 2006.
2 Six months ended March 31, 2010.
See Financial Highlights for dividend and capital gains information.

21



Structured Large-Cap Growth Fund

Financial Statements (unaudited)

Statement of Net Assets
As of March 31, 2010

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at 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).

      Market
      Value
    Shares ($000)
Common Stocks (99.6%)1    
Consumer Discretionary (11.3%)    
  McDonald’s Corp. 9,464 631
  TJX Cos. Inc. 9,800 417
* Starbucks Corp. 15,900 386
  Gap Inc. 15,200 351
  Ross Stores Inc. 6,200 332
  Mattel Inc. 14,200 323
  Darden Restaurants Inc. 6,500 289
* TRW Automotive    
  Holdings Corp. 9,900 283
* Big Lots Inc. 7,500 273
  Comcast Corp. 12,300 221
* Aeropostale Inc. 7,500 216
* Amazon.com Inc. 1,500 204
  McGraw-Hill Cos. Inc. 4,800 171
  Target Corp. 3,120 164
  Yum! Brands Inc. 4,000 153
  Ltd Brands Inc. 6,000 148
* AutoNation Inc. 8,000 145
* DIRECTV Class A 4,000 135
  H&R Block Inc. 6,900 123
* Panera Bread Co. Class A 1,600 122
  Omnicom Group Inc. 2,802 109
* AutoZone Inc. 320 55
  Sherwin-Williams Co. 800 54
  Home Depot Inc. 1,400 45
* ITT Educational Services Inc. 400 45
  Advance Auto Parts Inc. 900 38
* Hanesbrands Inc. 1,000 28
  Comcast Corp. Class A 1,429 27
* Dollar Tree Inc. 300 18
* Career Education Corp. 500 16
  Wyndham Worldwide Corp. 500 13
  MDC Holdings Inc. 300 10
      5,545
Consumer Staples (16.2%)    
  Wal-Mart Stores Inc. 18,557 1,032
  Procter & Gamble Co. 14,503 917
  Philip Morris International Inc.  16,469 859

      Market
      Value
    Shares ($000)
  PepsiCo Inc. 11,501 761
  Coca-Cola Co. 13,548 745
  Colgate-Palmolive Co. 7,405 631
  Walgreen Co. 11,910 442
  General Mills Inc. 4,900 347
  Coca-Cola Enterprises Inc. 12,300 340
  Estee Lauder Cos. Inc.    
  Class A 5,000 324
  Hershey Co. 7,000 300
  Sara Lee Corp. 20,800 290
  Kimberly-Clark Corp. 3,100 195
  Sysco Corp. 5,094 150
  Mead Johnson Nutrition Co. 2,803 146
  CVS Caremark Corp. 3,884 142
  Altria Group Inc. 5,269 108
  Campbell Soup Co. 2,600 92
  Hormel Foods Corp. 2,000 84
      7,905
Energy (3.9%)    
  Exxon Mobil Corp. 10,573 708
  Peabody Energy Corp. 7,400 338
  Consol Energy Inc. 6,550 279
* FMC Technologies Inc. 3,400 220
* Cameron International Corp. 2,000 86
  El Paso Corp. 6,700 73
  Schlumberger Ltd. 1,000 64
  Diamond Offshore Drilling Inc. 600 53
  Massey Energy Co. 577 30
* Oceaneering International Inc. 400 25
  EXCO Resources Inc. 800 15
      1,891
Financials (5.5%)    
  Franklin Resources Inc. 3,100 344
  Goldman Sachs Group Inc. 1,816 310
  BlackRock Inc. 1,300 283
  American Express Co. 6,427 265
  Endurance Specialty    
  Holdings Ltd. 6,900 256
  Hudson City Bancorp Inc. 17,500 248
* CNA Financial Corp. 8,700 232

22



Structured Large-Cap Growth Fund

      Market
      Value
    Shares ($000)
  Aflac Inc. 3,969 216
  Wells Fargo & Co. 3,580 111
  State Street Corp. 2,366 107
  Public Storage 600 55
* TD Ameritrade Holding Corp. 2,500 48
* CB Richard Ellis Group Inc.    
  Class A 2,400 38
  Digital Realty Trust Inc. 700 38
* St. Joe Co. 1,000 32
  Capitol Federal Financial 700 26
  Federated Investors Inc.    
  Class B 900 24
  Simon Property Group Inc. 251 21
  Jefferies Group Inc. 600 14
  Rayonier Inc. 300 14
  BOK Financial Corp. 200 11
  Ameriprise Financial Inc. 200 9
      2,702
Health Care (16.0%)    
  Johnson & Johnson 17,912 1,168
* Amgen Inc. 13,200 789
  Abbott Laboratories 12,969 683
  Merck & Co. Inc. 17,149 640
* Medco Health Solutions Inc. 8,290 535
  McKesson Corp. 5,440 357
  AmerisourceBergen Corp.    
  Class A 11,560 334
  Perrigo Co. 5,600 329
  Baxter International Inc. 5,142 299
* Hospira Inc. 5,000 283
  CIGNA Corp. 7,700 282
* Cephalon Inc. 4,038 274
  Bristol-Myers Squibb Co. 9,981 266
* WellPoint Inc. 4,100 264
* Forest Laboratories Inc. 6,300 198
  Medtronic Inc. 4,240 191
  Eli Lilly & Co. 4,600 167
* Community Health    
  Systems Inc. 4,000 148
* Gilead Sciences Inc. 3,070 140
* Laboratory Corp. of    
  America Holdings 1,500 113
  Quest Diagnostics Inc. 1,400 82
* Dendreon Corp. 1,500 55
* Mylan Inc. 2,100 48
* Valeant Pharmaceuticals    
  International 900 39
* Myriad Genetics Inc. 1,600 38
* Health Management    
  Associates Inc. Class A 4,000 34
* Waters Corp. 500 34
  Universal Health    
  Services Inc. Class B 400 14
      7,804

      Market
      Value
    Shares ($000)
Industrials (10.2%)    
  3M Co. 9,126 763
  United Parcel Service Inc.    
  Class B 10,047 647
  United Technologies Corp. 6,482 477
  Lockheed Martin Corp. 4,704 391
  Honeywell International Inc. 6,380 289
* Owens Corning 11,200 285
  Northrop Grumman Corp. 4,000 262
  Joy Global Inc. 4,500 255
* Alliant Techsystems Inc. 3,100 252
  Raytheon Co. 4,204 240
  ITT Corp. 3,600 193
  L-3 Communications    
  Holdings Inc. 1,600 147
  RR Donnelley & Sons Co. 5,900 126
  Waste Management Inc. 3,458 119
  Iron Mountain Inc. 3,700 101
  CH Robinson Worldwide Inc. 1,500 84
  Pitney Bowes Inc. 3,200 78
  Flowserve Corp. 500 55
* Armstrong World    
  Industries Inc. 1,200 44
  Emerson Electric Co. 846 43
  Southwest Airlines Co. 2,600 34
* URS Corp. 500 25
  Hubbell Inc. Class B 400 20
* Navistar International Corp. 400 18
* WESCO International Inc. 500 17
  Avery Dennison Corp. 400 15
  Crane Co. 400 14
  Copa Holdings SA Class A 200 12
      5,006
Information Technology (31.0%)    
  Microsoft Corp. 73,585 2,154
* Apple Inc. 7,512 1,765
  International Business    
  Machines Corp. 11,107 1,424
* Google Inc. Class A 2,485 1,409
* Cisco Systems Inc. 47,450 1,235
  Hewlett-Packard Co. 20,677 1,099
  Oracle Corp. 32,096 825
  Texas Instruments Inc. 21,461 525
  Intel Corp. 21,920 488
  QUALCOMM Inc. 10,903 458
* Marvell Technology    
  Group Ltd. 17,400 355
* Western Digital Corp. 8,500 331
* BMC Software Inc. 8,610 327
* Seagate Technology 16,834 307
* eBay Inc. 11,300 304
* Micron Technology Inc. 27,700 288
* Symantec Corp. 16,600 281
  Global Payments Inc. 6,100 278

23



Structured Large-Cap Growth Fund  
 
 
 
      Market
      Value
    Shares ($000)
* Teradata Corp. 7,400 214
* Vishay Intertechnology Inc. 20,300 208
  Mastercard Inc. Class A 700 178
* Rovi Corp. 4,600 171
* Alliance Data Systems Corp. 2,100 134
* ON Semiconductor Corp. 9,400 75
  Visa Inc. Class A 800 73
  CA Inc. 2,800 66
  Xilinx Inc. 2,500 64
* Red Hat Inc. 2,100 61
* Hewitt Associates Inc. Class A 800 32
* NetApp Inc. 900 29
* Cypress Semiconductor Corp. 1,100 13
  Jabil Circuit Inc. 400 6
      15,177
Materials (3.9%)    
  Freeport-McMoRan    
  Copper & Gold Inc. 5,400 451
  EI du Pont de Nemours & Co.  10,100 376
  Walter Energy Inc. 3,600 332
  Praxair Inc. 2,670 222
  Celanese Corp. Class A 6,670 213
  Monsanto Co. 2,027 145
* Owens-Illinois Inc. 1,300 46
  Newmont Mining Corp. 900 46
  Ball Corp. 600 32
* Pactiv Corp. 1,200 30
  Lubrizol Corp. 100 9
      1,902
Telecommunication Services (0.9%)  
* NeuStar Inc. Class A 11,100 280
* American Tower Corp.    
  Class A 1,800 77
* tw telecom inc Class A 2,700 49
  Windstream Corp. 3,000 32
      438
Utilities (0.7%)    
  Integrys Energy Group Inc. 5,300 251
* AES Corp. 5,000 55
  Exelon Corp. 572 25
  Constellation Energy    
  Group Inc. 500 18
      349
Total Common Stocks    
(Cost $39,190)   48,719

  Face Market
  Amount Value
  ($000) ($000)
Temporary Cash Investment (0.4%)1  
U.S. Government and Agency Obligations (0.4%)
2,3 Freddie Mac Discount    
Notes, 0.230%, 6/21/10    
(Cost $200) 200 200
Total Investments (100.0%)    
(Cost $39,390)   48,919
Other Assets and Liabilities (0.0%)  
Other Assets   115
Liabilities   (127)
    (12)
Net Assets (100%)   48,907
 
 
At March 31, 2010, net assets consisted of:  
    Amount
    ($000)
Paid-in Capital   53,495
Undistributed Net Investment Income 176
Accumulated Net Realized Losses (14,295)
Unrealized Appreciation (Depreciation)  
Investment Securities   9,529
Futures Contracts   2
Net Assets   48,907
 
Institutional Shares—Net Assets  
Applicable to 429,489 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 10,201
Net Asset Value Per Share—    
Institutional Shares   $23.75
 
Institutional Plus Shares—Net Assets  
Applicable to 818,142 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 38,706
Net Asset Value Per Share—    
Institutional Plus Shares   $47.31

See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures
investments, the fund’s effective common stock and temporary cash investment positions represent 99.9% and 0.1%, respectively, of net
assets.
2 The issuer operates under a congressional charter; its securities are not backed by the full faith and credit of the U.S. government.
3 Securities with a value of $200,000 have been segregated as initial margin for open futures contracts.
See accompanying Notes, which are an integral part of the Financial Statements.

24



Structured Large-Cap Growth Fund  
 
 
Statement of Operations  
 
  Six Months Ended
  March 31, 2010
  ($000)
Investment Income  
Income  
Dividends 485
Security Lending 2
Total Income 487
Expenses  
The Vanguard Group—Note B  
Management and Administrative—Institutional Shares 11
Management and Administrative—Institutional Plus Shares 31
Marketing and Distribution—Institutional Shares 1
Marketing and Distribution—Institutional Plus Shares 3
Custodian Fees 3
Total Expenses 49
Net Investment Income 438
Realized Net Gain (Loss)  
Investment Securities Sold 2,329
Futures Contracts 27
Realized Net Gain (Loss) 2,356
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 3,392
Futures Contracts 4
Change in Unrealized Appreciation (Depreciation) 3,396
Net Increase (Decrease) in Net Assets Resulting from Operations 6,190

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

25



Structured Large-Cap Growth Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  March 31, September 30,
  2010 2009
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 438 755
Realized Net Gain (Loss) 2,356 (12,827)
Change in Unrealized Appreciation (Depreciation) 3,396 9,941
Net Increase (Decrease) in Net Assets Resulting from Operations 6,190 (2,131)
Distributions    
Net Investment Income    
Institutional Shares (140) (137)
Institutional Plus Shares (644) (618)
Realized Capital Gain    
Institutional Shares
Institutional Plus Shares
Total Distributions (784) (755)
Capital Share Transactions    
Institutional Shares (864) 137
Institutional Plus Shares (9,352) 618
Net Increase (Decrease) from Capital Share Transactions (10,216) 755
Total Increase (Decrease) (4,810) (2,131)
Net Assets    
Beginning of Period 53,717 55,848
End of Period1 48,907 53,717
1 Net Assets—End of Period includes undistributed net investment income of $176,000 and $522,000.  

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

26



Structured Large-Cap Growth Fund        
 
 
Financial Highlights        
 
 
Institutional Shares        
  Six Months     June 22,
  Ended Year Ended 20071 to
  March 31, September 30, Sept. 30,
For a Share Outstanding Throughout Each Period 2010 2009 2008 2007
Net Asset Value, Beginning of Period $21.38 $22.63 $29.93 $29.04
Investment Operations        
Net Investment Income .184 .290 .283 .050
Net Realized and Unrealized Gain (Loss) on Investments 2.486 (1.243) (6.742) .840
Total from Investment Operations 2.670 (.953) (6.459) .890
Distributions        
Dividends from Net Investment Income (.300) (.297) (.270)
Distributions from Realized Capital Gains (.571)
Total Distributions (.300) (.297) (.841)
Net Asset Value, End of Period $23.75 $21.38 $22.63 $29.93
 
Total Return 12.56% –3.89% –22.20% 3.06%
 
Ratios/Supplemental Data        
Net Assets, End of Period (Millions) $10 $10 $10 $9
Ratio of Total Expenses to Average Net Assets 0.24%2 0.25% 0.20% 0.25%2
Ratio of Net Investment Income to Average Net Assets 1.55%2 1.60% 1.07% 0.84%2
Portfolio Turnover Rate 51%2 66% 70% 56%
1 Inception.        
2 Annualized.        

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

27



Structured Large-Cap Growth Fund        
 
 
Financial Highlights        
 
 
Institutional Plus Shares        
  Six Months     Oct. 3,
  Ended Year Ended 20061 to
  March 31, September 30, Sept. 30,
For a Share Outstanding Throughout Each Period 2010 2009 2008 2007
Net Asset Value, Beginning of Period $42.60 $45.07 $59.60 $50.00
Investment Operations        
Net Investment Income .381 .607 .591 .547
Net Realized and Unrealized Gain (Loss) on Investments 4.956 (2.464) (13.420) 9.256
Total from Investment Operations 5.337 (1.857) (12.829) 9.803
Distributions        
Dividends from Net Investment Income (.627) (.613) (.564) (.150)
Distributions from Realized Capital Gains (1.137) (.053)
Total Distributions (.627) (.613) (1.701) (.203)
Net Asset Value, End of Period $47.31 $42.60 $45.07 $59.60
 
Total Return 12.61% –3.79% –22.16% 19.66%
 
Ratios/Supplemental Data        
Net Assets, End of Period (Millions) $39 $44 $45 $58
Ratio of Total Expenses to Average Net Assets 0.17%2 0.17% 0.12% 0.15%2
Ratio of Net Investment Income to Average Net Assets 1.62%2 1.68% 1.15% 0.94%2
Portfolio Turnover Rate 51%2 66% 70% 56%

1 Commencement of operations as a registered investment company.
2 Annualized.

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

28



Structured Large-Cap Growth Fund

Notes to Financial Statements

Vanguard Structured Large-Cap Growth 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: Institutional Shares and Institutional Plus Shares. Institutional Shares are available to investors who invest a minimum of $5 million. Institutional Plus Shares are available to investors who invest a minimum of $200 million ($100 million for investors with total Vanguard investments of at least $1 billion).

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. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired 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. Other temporary cash investments are valued at amortized cost, which approximates market value.

2. 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.

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

3. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (September 30, 2007–2009), and for the period ended March 31, 2010, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

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

5. 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. 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

29



Structured Large-Cap Growth Fund

expenses are allocated to each class of shares based on a method approved by the board of trustees. Income, other non-class-specific expenses, and gains and losses on investments are allocated to each class of shares based on its relative net assets.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At March 31, 2010, the fund had contributed capital of $9,000 to Vanguard (included in Other Assets), representing 0.02% of the fund’s net assets and 0.00% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

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

Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

The following table summarizes the fund’s investments as of March 31, 2010, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 48,719
Temporary Cash Investments 200
Futures Contracts—Liabilities1 (1)
Total 48,718 200
1 Represents variation margin on the last day of the reporting period.      

D. At March 31, 2010, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
    Number of Aggregate Unrealized
    Long (Short) Settlement Appreciation
Futures Contracts Expiration Contracts Value (Depreciation)
E-mini S&P 500 Index June 2010 3 175 2

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

E. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are

30



Structured Large-Cap Growth Fund

recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2009, the fund had available capital loss carryforwards totaling $5,741,000 to offset future net capital gains through September 30, 2017. In addition, the fund realized losses of $10,912,000 during the period from November 1, 2008, through September 30, 2009, which are deferred and will be treated as realized for tax purposes in fiscal 2010. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2010; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At March 31, 2010, the cost of investment securities for tax purposes was $39,390,000. Net unrealized appreciation of investment securities for tax purposes was $9,529,000, consisting of unrealized gains of $9,906,000 on securities that had risen in value since their purchase and $377,000 in unrealized losses on securities that had fallen in value since their purchase.

F. During the six months ended March 31, 2010, the fund purchased $13,514,000 of investment securities and sold $24,001,000 of investment securities, other than temporary cash investments.

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

  Six Months Ended   Year Ended
  March 31, 2010 September 30, 2009
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Institutional Shares        
Issued
Issued in Lieu of Cash Distributions 140 6 137 8
Redeemed (1,004) (43)
Net Increase (Decrease)—Institutional Shares (864) (37) 137 8
Institutional Plus Shares        
Issued
Issued in Lieu of Cash Distributions 644 14 618 18
Redeemed (9,996) (223)
Net Increase (Decrease)—Institutional Plus Shares (9,352) (209) 618 18

H. In preparing the financial statements as of March 31, 2010, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

31



Structured Large-Cap Value Fund

Fund Profile
As of March 31, 2010

Portfolio Characteristics    
    Comparative  Broad
  Fund Index1 Index2
Number of Stocks 179 672 4,159
Median Market Cap $34.4B $34.4B 31.4B
Price/Earnings Ratio 18.0x 23.0x 23.0x
Price/Book Ratio 1.7x 1.6x 2.2x
Yield      
Institutional      
Plus Shares3 1.9% 2.1% 1.7%
Return on Equity 16.0% 15.6% 19.1%
Earnings Growth Rate 4.4% –0.6% 6.9%
Foreign Holdings 0.0% 0.0% 0.0%
Turnover Rate4 54%
Expense Ratio5  
Institutional      
Plus Shares 0.17%    
Short-Term Reserves 0.1%

Sector Diversification (% of equity exposure)
     Comparative  Broad
  Fund Index1 Index2
Consumer Discretionary  10.6% 10.6% 11.0%
Consumer Staples 4.8 5.5 9.8
Energy 18.0 17.6 10.0
Financials 25.0 26.1 17.3
Health Care 9.5 8.7 12.4
Industrials 11.1 10.9 10.9
Information Technology 5.7 5.0 18.5
Materials 4.4 4.1 4.0
Telecommunication      
Services 5.0 5.1 2.6
Utilities 5.9 6.4 3.5

Volatility Measures6  
  Fund Versus Fund Versus
  Comparative Index1 Broad Index2
R-Squared 1.00 0.97
Beta 0.98 1.01

Ten Largest Holdings7 (% of total net assets)
Exxon Mobil Corp. integrated oil & gas 4.6%
JPMorgan Chase & Co. other diversified  
  financial services 3.4
General Electric Co. industrial  
  conglomerates 3.2
AT&T Inc. integrated  
  telecommunication  
  services 3.1
Chevron Corp. integrated oil & gas 3.1
Wells Fargo & Co. diversified banks 2.9
Pfizer Inc. pharmaceuticals 2.8
Bank of America Corp. other diversified  
  financial services 2.5
Goldman Sachs Group Inc. investment banking  
  & brokerage 1.9
ConocoPhillips integrated oil & gas 1.8
Top Ten   29.3%

Investment Focus


1 Russell 1000 Value Index.
2 Dow Jones U.S.Total Stock Market Index.
3 30-day SEC yield for the fund; annualized dividend yield for the indexes. See the Glossary.
4 Annualized.
5 The expense ratio shown is from the prospectus dated January 27, 2010, and represents estimated costs for the current fiscal year based
on the fund’s net assets as of the prospectus date. For the six months ended March 31, 2010, the annualized expense ratio was 0.17%.
6 For an explanation of R-squared, beta, and other terms used here, see the Glossary.
7 The holdings listed exclude any temporary cash investments and equity index products.

32



Structured Large-Cap Value Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at 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 (%): December 15, 2005–March 31, 2010


Average Annual Total Returns: Periods Ended March 31, 2010    
      Since
  Inception Date One Year Inception1
Institutional Plus Shares 12/15/2005 47.70% –2.03%

1 The fund commenced operations as a registered investment company on January 18, 2007. The fund’s performance includes the
performance of a predecessor trust, Vanguard Fiduciary Trust Company Structured Large-Cap Value Trust, from December 15, 2005,
to January 18, 2007.
2 Six months ended March 31, 2010.
See Financial Highlights for dividend and capital gains information.

33



Structured Large-Cap Value Fund

Financial Statements (unaudited)

Statement of Net Assets
As of March 31, 2010

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at 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).

      Market
      Value
    Shares ($000)
Common Stocks (99.9%)    
Consumer Discretionary (10.5%)    
* Ford Motor Co. 52,400 659
  Time Warner Inc. 19,740 617
  Comcast Corp. Class A 30,476 574
  Time Warner Cable Inc. 9,400 501
  Gannett Co. Inc. 20,000 330
  Wyndham Worldwide Corp. 12,600 324
  Gap Inc. 13,700 317
  Walt Disney Co. 8,890 310
* Liberty Media Corp.—Starz 5,200 284
  Ltd Brands Inc. 10,300 254
* AutoNation Inc. 13,300 240
  DR Horton Inc. 16,500 208
  Comcast Corp. 11,200 201
  Home Depot Inc. 6,000 194
* Autoliv Inc. 3,700 191
  News Corp. Class A 11,210 161
  Cablevision Systems Corp.    
  Class A 5,000 121
  Whirlpool Corp. 1,200 105
* NVR Inc. 100 73
* Liberty Media Corp.—    
  Interactive 2,700 41
* TRW Automotive    
  Holdings Corp. 1,253 36
  Scripps Networks    
  Interactive Inc. Class A 500 22
  DISH Network Corp. Class A 900 19
* Madison Square Garden Inc.    
  Class A 450 10
      5,792
Consumer Staples (4.8%)    
  Kraft Foods Inc. 16,376 495
  General Mills Inc. 5,700 404
  Dr Pepper Snapple Group Inc. 11,300 397
  Procter & Gamble Co. 5,215 330
  Coca-Cola Enterprises Inc. 9,800 271
  Sara Lee Corp. 14,600 203

      Market
      Value
    Shares ($000)
  SUPERVALU Inc. 11,000 183
  Mead Johnson Nutrition Co. 2,696 140
* Rite Aid Corp. 62,500 94
  CVS Caremark Corp. 1,600 59
* NBTY Inc. 500 24
  Kimberly-Clark Corp. 300 19
  Hershey Co. 300 13
      2,632
Energy (18.0%)    
  Exxon Mobil Corp. 37,510 2,512
  Chevron Corp. 22,290 1,690
  ConocoPhillips 19,274 986
  Apache Corp. 5,900 599
  Devon Energy Corp. 7,900 509
  Spectra Energy Corp. 18,800 424
  Occidental Petroleum Corp. 5,000 423
  Williams Cos. Inc. 18,000 416
  National Oilwell Varco Inc. 10,100 410
  Anadarko Petroleum Corp. 5,450 397
* Rowan Cos. Inc. 11,100 323
  Murphy Oil Corp. 5,700 320
* Newfield Exploration Co. 5,700 297
  EXCO Resources Inc. 10,800 198
  Schlumberger Ltd. 1,900 121
  Chesapeake Energy Corp. 2,900 69
* Plains Exploration &    
  Production Co. 1,400 42
  Massey Energy Co. 635 33
  Tidewater Inc. 700 33
  El Paso Corp. 2,800 30
* Helix Energy Solutions    
  Group Inc. 1,600 21
  XTO Energy Inc. 400 19
      9,872
Financials (25.1%)    
  JPMorgan Chase & Co. 41,880 1,874
  Wells Fargo & Co. 51,465 1,602
  Bank of America Corp. 77,035 1,375
  Goldman Sachs Group Inc. 6,125 1,045

34



Structured Large-Cap Value Fund  
 
 
 
      Market
      Value
    Shares ($000)
  US Bancorp 29,269 758
  Travelers Cos. Inc. 10,300 556
  American Express Co. 11,600 479
  Chubb Corp. 8,300 430
* Citigroup Inc. 105,988 429
  Unum Group 14,900 369
  Franklin Resources Inc. 3,300 366
  Torchmark Corp. 5,800 310
  Discover Financial Services 19,900 297
  Hudson City Bancorp Inc. 20,000 283
  BlackRock Inc. 1,300 283
  PNC Financial Services    
  Group Inc. 3,800 227
  SL Green Realty Corp. 3,900 223
  American Financial Group Inc.  7,400 211
  Ameriprise Financial Inc. 4,300 195
  ProLogis 14,200 188
  White Mountains    
  Insurance Group Ltd. 500 178
  Macerich Co. 4,341 166
  Jefferies Group Inc. 6,900 163
  Ventas Inc. 3,400 161
  Bank of Hawaii Corp. 3,330 150
  New York Community    
  Bancorp Inc. 9,000 149
  PartnerRe Ltd. 1,600 128
  State Street Corp. 2,800 126
  HRPT Properties Trust 16,100 125
  Annaly Capital    
  Management Inc. 7,100 122
  BOK Financial Corp. 1,700 89
  Liberty Property Trust 2,600 88
  Hospitality Properties Trust 3,600 86
* AmeriCredit Corp. 3,600 86
  Brandywine Realty Trust 6,400 78
  Unitrin Inc. 2,600 73
  Vornado Realty Trust 621 47
  Mack-Cali Realty Corp. 1,300 46
  Rayonier Inc. 1,000 45
  Simon Property Group Inc. 505 42
  Progressive Corp. 2,000 38
  Equity Residential 880 35
  Prudential Financial Inc. 500 30
  Allstate Corp. 750 24
  Morgan Stanley 690 20
      13,795
Health Care (9.4%)    
  Pfizer Inc. 88,731 1,522
  Merck & Co. Inc. 18,033 674
  Johnson & Johnson 9,790 638
* WellPoint Inc. 7,390 476
  UnitedHealth Group Inc. 11,700 382
  McKesson Corp. 5,600 368
  AmerisourceBergen Corp.    
  Class A 10,500 304

      Market
      Value
    Shares ($000)
  Eli Lilly & Co. 7,930 287
* Forest Laboratories Inc. 5,500 172
  Universal Health    
  Services Inc. Class B 4,200 147
* LifePoint Hospitals Inc. 2,600 96
  CIGNA Corp. 1,500 55
  Bristol-Myers Squibb Co. 2,029 54
  Cooper Cos. Inc. 400 16
      5,191
Industrials (11.1%)    
  General Electric Co. 97,350 1,772
  FedEx Corp. 6,100 570
  Northrop Grumman Corp. 6,850 449
  CSX Corp. 7,700 392
  United Technologies Corp. 4,700 346
  Caterpillar Inc. 5,500 346
  Raytheon Co. 5,800 331
  Joy Global Inc. 5,200 294
* Hertz Global Holdings Inc. 27,300 273
  RR Donnelley & Sons Co. 10,200 218
  L-3 Communications    
  Holdings Inc. 2,100 192
* URS Corp. 3,200 159
  Pitney Bowes Inc. 6,400 156
  Boeing Co. 1,900 138
  Hubbell Inc. Class B 2,600 131
* Owens Corning 4,500 114
  ITT Corp. 2,000 107
* Oshkosh Corp. 1,800 73
  General Dynamics Corp. 180 14
      6,075
Information Technology (5.7%)    
  Hewlett-Packard Co. 10,700 569
  Intel Corp. 22,700 505
* Computer Sciences Corp. 6,200 338
* Micron Technology Inc. 30,900 321
* Marvell Technology    
  Group Ltd. 14,900 304
* eBay Inc. 9,500 256
* Western Digital Corp. 5,400 211
* Ingram Micro Inc. 10,800 189
  CA Inc. 6,700 157
* Teradata Corp. 4,000 116
* Tech Data Corp. 1,800 75
* LSI Corp. 10,000 61
* EMC Corp. 2,200 40
      3,142
Materials (4.4%)    
  EI du Pont de    
  Nemours & Co. 13,800 514
  Freeport-McMoRan    
  Copper & Gold Inc. 5,000 418
  International Paper Co. 14,300 352
  AK Steel Holding Corp. 12,500 286

35



Structured Large-Cap Value Fund  
 
 
 
      Market
      Value
    Shares ($000)
* Owens-Illinois Inc. 6,800 241
  Eastman Chemical Co. 3,300 210
* Pactiv Corp. 7,500 189
  Sonoco Products Co. 5,300 163
  Dow Chemical Co. 910 27
      2,400
Telecommunication Services (5.0%)  
  AT&T Inc. 66,113 1,708
  Verizon Communications Inc. 18,140 563
  Windstream Corp. 19,700 215
* Sprint Nextel Corp. 42,700 162
  Qwest Communications    
  International Inc. 15,200 79
* NII Holdings Inc. 400 17
      2,744
Utilities (5.9%)    
  Exelon Corp. 9,800 429
  Public Service Enterprise    
  Group Inc. 12,700 375
  Oneok Inc. 6,900 315
  NiSource Inc. 19,400 307
  Integrys Energy Group Inc. 6,100 289
  Constellation Energy    
  Group Inc. 8,000 281
  Atmos Energy Corp. 9,200 263
  National Fuel Gas Co. 5,000 253
* AES Corp. 22,300 245
  CenterPoint Energy Inc. 14,700 211
  CMS Energy Corp. 7,400 114
  NSTAR 2,900 103
  Edison International 1,500 51
  DTE Energy Co. 300 13
      3,249
Total Common Stocks    
(Cost $49,478)   54,892

  Face Market
  Amount Value
  ($000) ($000)
Temporary Cash Investment (0.1%)  
U.S. Government and Agency Obligations (0.1%)
1 Freddie Mac Discount    
Notes, 0.230%, 6/21/10    
(Cost $50) 50 50
Total Investments (100.0%)    
(Cost $49,528)   54,942
Other Assets and Liabilities (0.0%)  
Other Assets   81
Liabilities   (96)
    (15)
Net Assets (100%)    
Applicable to 1,402,807 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 54,927
Net Asset Value Per Share   $39.16
 
 
At March 31, 2010, net assets consisted of:  
    Amount
    ($000)
Paid-in Capital   71,583
Undistributed Net Investment Income 259
Accumulated Net Realized Losses (22,329)
Unrealized Appreciation (Depreciation) 5,414
Net Assets   54,927

See Note A in Notes to Financial Statements.
* Non-income-producing security.
1 The issuer operates under a congressional charter; its securities are not backed by the full faith and credit of the U.S. government.
See accompanying Notes, which are an integral part of the Financial Statements.

36



Structured Large-Cap Value Fund  
 
 
Statement of Operations  
 
  Six Months Ended
  March 31, 2010
  ($000)
Investment Income  
Income  
Dividends 637
Security Lending 3
Total Income 640
Expenses  
The Vanguard Group—Note B  
Management and Administrative 37
Marketing and Distribution 4
Custodian Fees 4
Total Expenses 45
Net Investment Income 595
Realized Net Gain (Loss)  
Investment Securities Sold 17
Futures Contracts 15
Realized Net Gain (Loss) 32
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 4,368
Futures Contracts 1
Change in Unrealized Appreciation (Depreciation) 4,369
Net Increase (Decrease) in Net Assets Resulting from Operations 4,996

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

37



Structured Large-Cap Value Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  March 31, September 30,
  2010 2009
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 595 1,253
Realized Net Gain (Loss) 32 (17,720)
Change in Unrealized Appreciation (Depreciation) 4,369 8,525
Net Increase (Decrease) in Net Assets Resulting from Operations 4,996 (7,942)
Distributions    
Net Investment Income (1,191) (1,827)
Realized Capital Gain
Total Distributions (1,191) (1,827)
Capital Share Transactions    
Issued
Issued in Lieu of Cash Distributions 1,191 1,827
Redeemed
Net Increase (Decrease) from Capital Share Transactions 1,191 1,827
Total Increase (Decrease) 4,996 (7,942)
Net Assets    
Beginning of Period 49,931 57,873
End of Period1 54,927 49,931
1 Net Assets—End of Period includes undistributed net investment income of $259,000 and $855,000.  

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

38



Structured Large-Cap Value Fund        
 
 
Financial Highlights        
 
 
Institutional Plus Shares        
  Six Months     Jan. 18,
  Ended Year Ended 20071 to
  March 31, September 30, Sept. 30,
For a Share Outstanding Throughout Each Period 2010 2009 2008 2007
Net Asset Value, Beginning of Period $36.43 $44.00 $63.87 $60.09
Investment Operations        
Net Investment Income .431 .926 1.426 1.030
Net Realized and Unrealized Gain (Loss) on Investments 3.169 (7.108) (15.946) 2.750
Total from Investment Operations 3.600 (6.182) (14.520) 3.780
Distributions        
Dividends from Net Investment Income (.870) (1.388) (1.370)
Distributions from Realized Capital Gains (3.980)
Total Distributions (.870) (1.388) (5.350)
Net Asset Value, End of Period $39.16 $36.43 $44.00 $63.87
 
Total Return 10.03% –13.73% –24.47% 6.29%
 
Ratios/Supplemental Data        
Net Assets, End of Period (Millions) $55 $50 $58 $79
Ratio of Total Expenses to Average Net Assets 0.17%2 0.17% 0.12% 0.15%2
Ratio of Net Investment Income to Average Net Assets 2.31%2 2.90% 2.63% 2.29%2
Portfolio Turnover Rate 54%2 68% 104% 48%

1 Commencement of operations as a registered investment company.
2 Annualized.

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

39



Structured Large-Cap Value Fund

Notes to Financial Statements

Vanguard Structured Large-Cap Value 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: Institutional Shares and Institutional Plus Shares. Institutional Shares are available to investors who invest a minimum of $5 million. Institutional Plus Shares are available to investors who invest a minimum of $200 million ($100 million for investors with total Vanguard investments of at least $1 billion). The fund has not issued any Institutional Shares through March 31, 2010.

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. 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. 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. Other temporary cash investments are valued at amortized cost, which approximates market value.

2. 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.

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

3. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (September 30, 2007–2009), and for the period ended March 31, 2010, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

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

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

40



Structured Large-Cap Value Fund

6. Other: Dividend income is recorded on the ex-dividend date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At March 31, 2010, the fund had contributed capital of $10,000 to Vanguard (included in Other Assets), representing 0.02% of the fund’s net assets and 0.00% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

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

Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

The following table summarizes the fund’s investments as of March 31, 2010, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 54,892
Temporary Cash Investments 50
Total 54,892 50

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

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2009, the fund had available capital loss carryforwards totaling $5,409,000 to offset future net capital gains through September 30, 2017. In addition, the fund realized losses of $16,953,000 during the period from November 1, 2008, through September 30, 2009, which are deferred and will be treated as realized for tax purposes in fiscal 2010. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2010; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

41



Structured Large-Cap Value Fund

At March 31, 2010, the cost of investment securities for tax purposes was $49,528,000. Net unrealized appreciation of investment securities for tax purposes was $5,414,000, consisting of unrealized gains of $7,868,000 on securities that had risen in value since their purchase and $2,454,000 in unrealized losses on securities that had fallen in value since their purchase.

E. During the six months ended March 31, 2010, the fund purchased $14,523,000 of investment securities and sold $13,850,000 of investment securities, other than temporary cash investments.

F. Capital shares issued and redeemed were:    
  Six Months Ended Year Ended
  March 31, 2010 September 30, 2009
  Shares Shares
  (000) (000)
Issued
Issued in Lieu of Cash Distributions 32 55
Redeemed
Net Increase (Decrease) in Shares Outstanding 32 55

G. In preparing the financial statements as of March 31, 2010, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

42


 

Structured Broad Market Fund

Fund Profile

As of March 31, 2010

Portfolio Characteristics    
    Comparative  Broad
  Fund Index1 Index2
Number of Stocks 325 2,950 4,159
Median Market Cap $29.5B $31.2B $31.4B
Price/Earnings Ratio 17.0x 22.5x 23.0x
Price/Book Ratio 2.4x 2.2x 2.2x
Yield3   1.8% 1.7%
Institutional Shares 1.6%    
Institutional      
Plus Shares 1.7%    
Return on Equity 20.7% 19.3% 19.1%
Earnings Growth Rate 12.6% 7.0% 6.9%
Foreign Holdings 0.2% 0.0% 0.0%
Turnover Rate4 46%
Expense Ratio5  
Institutional Shares 0.25%    
Institutional      
Plus Shares 0.17%    
Short-Term Reserves 0.1%

Sector Diversification (% of equity exposure)
     Comparative  Broad
  Fund Index1  Index2
Consumer Discretionary 11.7% 11.1% 11.0%
Consumer Staples 9.9 10.1 9.8
Energy 10.7 10.3 10.0
Financials 16.0 16.1 17.3
Health Care 12.0 12.5 12.4
Industrials 11.3 11.1 10.9
Information Technology 18.4 18.5 18.5
Materials 4.1 4.0 4.0
Telecommunication      
Services 2.5 2.7 2.6
Utilities 3.4 3.6 3.5

Volatility Measures6  
  Fund Versus Fund Versus
  Comparative Index1 Broad Index2
R-Squared 1.00 1.00
Beta 0.99 0.99

Ten Largest Holdings7 (% of total net assets)
Exxon Mobil Corp. integrated oil & gas 3.1%
Apple Inc. computer hardware 2.2
Microsoft Corp. systems software 2.2
International Business    
Machines Corp. computer hardware 1.9
AT&T Inc. integrated  
  telecommunication  
  services 1.7
Chevron Corp. integrated oil & gas 1.7
Google Inc. Class A Internet software  
  & services 1.6
Wal-Mart Stores Inc. hypermarkets &  
  super centers 1.5
Johnson & Johnson pharmaceuticals 1.5
Hewlett-Packard Co. computer hardware 1.4
Top Ten   18.8%

Investment Focus


1 Russell 3000 Index.
2 Dow Jones U.S.Total Stock Market Index.
3 30-day SEC yield for the fund; annualized dividend yield for the indexes. See the Glossary.
4 Annualized.
5 The expense ratios shown are from the prospectus dated January 27, 2010, and represent estimated costs for the current fiscal year based
on the fund’s net assets as of the prospectus date. For the six months ended March 31, 2010, the annualized expense ratios were 0.24%
for the Institutional Shares and 0.17% for the Institutional Plus Shares.
6 For an explanation of R-squared, beta, and other terms used here, see the Glossary.
7 The holdings listed exclude any temporary cash investments and equity index products.

43



Structured Broad Market 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, 2006–March 31, 2010


Average Annual Total Returns: Periods Ended March 31, 2010      
        Since
  Inception Date One Year Five Years Inception1
Institutional Shares 11/30/2006 49.13% –4.76%
Institutional Plus Shares 5/3/2004 49.26 1.32% 2.66

1 The fund commenced operations as a registered investment company on October 3, 2006. The fund’s performance includes the
performance of a predecessor trust, Vanguard Fiduciary Trust Company Structured Large-Cap Broad Market Trust, from May 3, 2004,
to October 3, 2006.
2 Six months ended March 31, 2010.
See Financial Highlights for dividend and capital gains information.

44



Structured Broad Market Fund

Financial Statements (unaudited)

Statement of Net Assets
As of March 31, 2010

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at 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).

      Market
      Value
    Shares ($000)
Common Stocks (99.8%)1    
Consumer Discretionary (11.7%)  
* Ford Motor Co. 192,062 2,414
  Comcast Corp. Class A 110,891 2,087
  McDonald’s Corp. 30,431 2,030
  Wyndham Worldwide Corp. 70,200 1,806
  Gap Inc. 76,300 1,763
*,^ Talbots Inc. 131,200 1,700
  McGraw-Hill Cos. Inc. 46,900 1,672
* Starbucks Corp. 62,900 1,527
  Time Warner Cable Inc. 24,762 1,320
  Time Warner Inc. 37,400 1,170
  Ltd Brands Inc. 43,300 1,066
* Big Lots Inc. 29,000 1,056
* Aeropostale Inc. 36,525 1,053
  TJX Cos. Inc. 24,400 1,038
  Jarden Corp. 30,200 1,005
  Ross Stores Inc. 17,900 957
* Beazer Homes USA Inc. 183,100 831
  DR Horton Inc. 55,300 697
  Gannett Co. Inc. 42,000 694
  DISH Network Corp.    
  Class A 32,750 682
* Tempur-Pedic    
  International Inc. 21,400 646
  Darden Restaurants Inc. 11,300 503
  Cablevision Systems Corp.    
  Class A 17,500 423
* Autoliv Inc. 8,100 417
* AutoZone Inc. 2,400 415
* CEC Entertainment Inc. 10,504 400
  Comcast Corp. 22,000 395
* Warnaco Group Inc. 7,700 367
* TRW Automotive    
  Holdings Corp. 12,663 362
* Dollar Tree Inc. 5,900 349
  KB Home 20,500 343
* Bally Technologies Inc. 7,800 316
* Valassis    
  Communications Inc. 11,300 315

      Market
      Value
    Shares ($000)
  Lincoln Educational    
  Services Corp. 11,609 294
* Viacom Inc. Class B 8,395 289
* AutoNation Inc. 15,000 271
  Service Corp. International 26,400 242
  Standard Motor    
  Products Inc. 23,800 236
* Dana Holding Corp. 16,400 195
* Stein Mart Inc. 20,900 189
  Tupperware Brands Corp. 3,900 188
  Yum! Brands Inc. 4,400 169
  Sherwin-Williams Co. 2,100 142
  Whirlpool Corp. 1,400 122
  H&R Block Inc. 6,300 112
* Career Education Corp. 2,500 79
  Brinker International Inc. 3,900 75
* NVR Inc. 100 73
* Lithia Motors Inc. Class A 10,700 69
* Corinthian Colleges Inc. 3,500 62
  Advance Auto Parts Inc. 1,300 55
      34,681
Consumer Staples (9.9%)    
  Wal-Mart Stores Inc. 79,065 4,396
  Philip Morris    
  International Inc. 74,350 3,878
  Procter & Gamble Co. 46,751 2,958
  Coca-Cola Enterprises Inc. 62,500 1,729
  General Mills Inc. 23,900 1,692
  Mead Johnson Nutrition Co. 30,732 1,599
  Coca-Cola Co. 26,690 1,468
  Kimberly-Clark Corp. 21,000 1,321
  Dr Pepper Snapple Group Inc. 36,800 1,294
* Whole Foods Market Inc. 33,300 1,204
  Kraft Foods Inc. 37,700 1,140
  Colgate-Palmolive Co. 13,230 1,128
  PepsiCo Inc. 15,500 1,025
  Archer-Daniels-Midland Co. 35,100 1,014
  ConAgra Foods Inc. 39,500 990
  Casey’s General Stores Inc. 24,500 769
  Clorox Co. 5,700 366

45



Structured Broad Market Fund

      Market
      Value
    Shares ($000)
  Sanderson Farms Inc. 6,100 327
  Del Monte Foods Co. 18,600 272
  CVS Caremark Corp. 6,536 239
  Estee Lauder Cos. Inc.    
  Class A 1,900 123
* United Natural Foods Inc. 3,200 90
* Boston Beer Co. Inc. Class A 1,400 73
  Tyson Foods Inc. Class A 3,100 59
  Sara Lee Corp. 3,700 52
      29,206
Energy (10.7%)    
  Exxon Mobil Corp. 137,820 9,231
  Chevron Corp. 66,965 5,078
  Apache Corp. 23,140 2,349
  Occidental Petroleum Corp. 24,840 2,100
* Newfield Exploration Co. 32,900 1,712
  National Oilwell Varco Inc. 41,700 1,692
* FMC Technologies Inc. 23,100 1,493
  Diamond Offshore    
  Drilling Inc. 13,100 1,163
  Murphy Oil Corp. 20,600 1,158
  Peabody Energy Corp. 21,700 992
* Rowan Cos. Inc. 32,200 937
  Anadarko Petroleum Corp. 11,240 819
  ConocoPhillips 13,800 706
  Consol Energy Inc. 12,900 550
  Schlumberger Ltd. 5,100 324
* James River Coal Co. 15,500 246
  Ship Finance    
  International Ltd. 13,100 233
* Bristow Group Inc. 5,900 223
  El Paso Corp. 19,700 214
* Oil States International Inc. 4,200 190
  Tidewater Inc. 3,000 142
  Southern Union Co. 3,700 94
* Cal Dive International Inc. 8,800 64
* PHI Inc. 2,500 53
      31,763
Financials (15.9%)    
  Goldman Sachs Group Inc. 21,111 3,602
  Wells Fargo & Co. 92,070 2,865
  JPMorgan Chase & Co. 55,936 2,503
  Bank of America Corp. 135,445 2,418
  Aflac Inc. 39,640 2,152
  US Bancorp 79,650 2,061
  Franklin Resources Inc. 17,700 1,963
  Travelers Cos. Inc. 32,900 1,775
  Unum Group 68,100 1,687
  State Street Corp. 36,000 1,625
  BlackRock Inc. 7,000 1,524
  PNC Financial Services    
  Group Inc. 24,600 1,469
  BOK Financial Corp. 25,300 1,327
  Chubb Corp. 25,070 1,300
  Progressive Corp. 60,300 1,151
  Discover Financial Services 73,400 1,094

      Market
      Value
    Shares ($000)
  Hudson City Bancorp Inc. 70,800 1,003
  New York Community    
  Bancorp Inc. 59,630 986
  Moody’s Corp. 30,100 895
  NYSE Euronext 29,000 859
* CB Richard Ellis Group Inc.    
  Class A 53,700 851
  SL Green Realty Corp. 13,900 796
  Capital One Financial Corp. 15,300 634
  American Financial    
  Group Inc. 21,300 606
  Simon Property Group Inc. 7,109 596
  Ameriprise Financial Inc. 13,100 594
* SLM Corp. 45,100 565
  American Express Co. 13,420 554
  Oriental Financial Group Inc. 40,000 540
  Macerich Co. 13,787 528
  Everest Re Group Ltd. 6,100 494
  Hospitality Properties Trust 18,500 443
  Bank of Hawaii Corp. 9,600 431
  Associated Estates    
  Realty Corp. 29,300 404
  Mid-America Apartment    
  Communities Inc. 7,800 404
* St. Joe Co. 12,300 398
  Sun Communities Inc. 15,600 393
  Highwoods Properties Inc. 11,929 378
  HRPT Properties Trust 42,800 333
* AmeriCredit Corp. 13,700 325
  Nelnet Inc. Class A 13,900 258
* First Horizon National Corp. 17,743 249
  Cullen/Frost Bankers Inc. 4,400 246
  Brandywine Realty Trust 18,200 222
  Federated Investors Inc.    
  Class B 7,800 206
* World Acceptance Corp. 5,700 206
  Endurance Specialty    
  Holdings Ltd. 5,000 186
* Citigroup Inc. 37,700 153
  Aspen Insurance    
  Holdings Ltd. 4,400 127
  U-Store-It Trust 15,500 112
* TD Ameritrade Holding Corp. 5,016 96
  Banco Latinoamericano    
  de Comercio Exterior SA 5,600 80
  First Citizens    
  BancShares Inc. Class A 400 79
  Pennsylvania Real Estate    
  Investment Trust 6,100 76
  Territorial Bancorp Inc. 2,700 51
  Montpelier Re Holdings Ltd. 2,900 49
* Arch Capital Group Ltd. 600 46
  City Holding Co. 1,300 45
* Santander BanCorp 3,400 42
  Parkway Properties Inc. 2,200 41

46



Structured Broad Market Fund    
 
 
 
      Market
      Value
    Shares ($000)
  Flagstone Reinsurance    
  Holdings Ltd. 3,600 41
  International Bancshares Corp.  1,700 39
  White Mountains    
  Insurance Group Ltd. 100 35
      47,211
Health Care (12.0%)    
  Johnson & Johnson 66,907 4,362
  Merck & Co. Inc. 82,283 3,073
* Amgen Inc. 40,015 2,391
* Medco Health Solutions Inc. 36,585 2,362
  McKesson Corp. 29,000 1,906
  Abbott Laboratories 34,100 1,796
  Pfizer Inc. 102,764 1,763
* WellPoint Inc. 26,650 1,716
* Forest Laboratories Inc. 52,300 1,640
* Mylan Inc. 62,411 1,417
  Bristol-Myers Squibb Co. 50,452 1,347
* Warner Chilcott PLC Class A 50,800 1,298
  Eli Lilly & Co. 29,220 1,058
  AmerisourceBergen Corp.    
  Class A 36,400 1,053
  Quest Diagnostics Inc. 17,100 997
  UnitedHealth Group Inc. 29,875 976
  Universal Health    
  Services Inc. Class B 23,200 814
* Laboratory Corp. of    
  America Holdings 8,900 674
* DaVita Inc. 10,300 653
  CIGNA Corp. 17,000 622
  Cooper Cos. Inc. 12,700 494
* Myriad Genetics Inc. 13,200 318
  Baxter International Inc. 5,360 312
* Emergency Medical    
  Services Corp. Class A 5,376 304
* Lincare Holdings Inc. 6,000 269
* Life Technologies Corp. 5,000 261
* Mettler-Toledo    
  International Inc. 2,100 229
* Cephalon Inc. 3,200 217
* Health Management    
  Associates Inc. Class A 20,000 172
* Human Genome    
  Sciences Inc. 4,728 143
* Bruker Corp. 9,500 139
* Salix Pharmaceuticals Ltd. 2,800 104
* Catalyst Health Solutions Inc. 2,400 99
* Affymetrix Inc. 11,800 87
* King Pharmaceuticals Inc. 6,000 71
  Perrigo Co. 1,200 71
* Endo Pharmaceuticals    
  Holdings Inc. 2,500 59
* Par Pharmaceutical Cos. Inc. 1,800 45
* Community Health    
  Systems Inc. 1,200 44

      Market
      Value
    Shares ($000)
* Biospecifics    
  Technologies Corp. 1,400 39
* Accelrys Inc. 5,900 36
      35,431
Industrials (11.3%)    
  United Technologies Corp. 42,140 3,102
  General Electric Co. 159,380 2,901
  United Parcel Service Inc.    
  Class B 41,900 2,699
  3M Co. 28,430 2,376
  General Dynamics Corp. 25,400 1,961
  Joy Global Inc. 31,100 1,760
  Lockheed Martin Corp. 21,150 1,760
  CSX Corp. 27,937 1,422
  Honeywell International Inc. 29,424 1,332
  Northrop Grumman Corp. 18,130 1,189
  Waste Management Inc. 31,300 1,078
* Oshkosh Corp. 26,600 1,073
  Bucyrus International Inc.    
  Class A 16,100 1,062
  Raytheon Co. 18,000 1,028
* Avis Budget Group Inc. 81,100 933
  Flowserve Corp. 7,500 827
* Dollar Thrifty Automotive    
  Group Inc. 23,200 745
  ITT Corp. 13,000 697
  FedEx Corp. 7,400 691
  L-3 Communications    
  Holdings Inc. 7,100 651
* Hertz Global Holdings Inc. 63,600 635
* General Cable Corp. 22,700 613
  RR Donnelley & Sons Co. 27,100 579
* EMCOR Group Inc. 19,600 483
  Pitney Bowes Inc. 14,300 350
  Hubbell Inc. Class B 6,200 313
  Towers Watson & Co.    
  Class A 5,800 275
  Avery Dennison Corp. 6,500 237
* Owens Corning 7,000 178
* Genco Shipping &    
  Trading Ltd. 4,300 91
* EnerSys 3,500 86
* Alliant Techsystems Inc. 1,000 81
  Apogee Enterprises Inc. 3,700 58
  Carlisle Cos. Inc. 1,400 53
  Ampco-Pittsburgh Corp. 1,373 34
      33,353
Information Technology (18.3%)  
* Apple Inc. 28,120 6,606
  Microsoft Corp. 225,297 6,594
  International Business    
  Machines Corp. 43,342 5,559
* Google Inc. Class A 8,390 4,757
  Hewlett-Packard Co. 79,599 4,231
  Oracle Corp. 152,048 3,906

47



Structured Broad Market Fund

      Market
      Value
    Shares ($000)
* Cisco Systems Inc. 91,950 2,393
  Intel Corp. 64,790 1,442
* Micron Technology Inc. 136,100 1,414
* Marvell Technology    
  Group Ltd. 64,800 1,321
  Texas Instruments Inc. 52,870 1,294
* Symantec Corp. 76,200 1,289
* Western Digital Corp. 32,900 1,283
* Alliance Data Systems Corp. 19,900 1,273
* eBay Inc. 39,900 1,075
* Computer Sciences Corp. 19,500 1,063
* Seagate Technology 52,903 966
* Sybase Inc. 18,462 861
* Multi-Fineline Electronix Inc. 30,200 778
* Teradata Corp. 25,700 742
  Xilinx Inc. 21,600 551
  Earthlink Inc. 58,000 495
* Lexmark International Inc.    
  Class A 12,800 462
* Sohu.com Inc. 7,500 409
* SanDisk Corp. 11,600 402
* Plexus Corp. 9,900 357
  Opnet Technologies Inc. 21,000 339
* Hewitt Associates Inc.    
  Class A 8,400 334
  CA Inc. 10,100 237
* ON Semiconductor Corp. 26,300 210
* Fairchild Semiconductor    
  International Inc. Class A 16,900 180
* TIBCO Software Inc. 16,400 177
* Radisys Corp. 16,700 150
  KLA-Tencor Corp. 4,300 133
* Veeco Instruments Inc. 2,800 122
* SolarWinds Inc. 4,612 100
* Teradyne Inc. 8,500 95
  Global Payments Inc. 1,900 87
* Saba Software Inc. 16,100 80
* RF Micro Devices Inc. 15,900 79
* TriQuint Semiconductor Inc. 9,800 69
  QUALCOMM Inc. 1,320 55
* Rovi Corp. 1,400 52
* Lattice Semiconductor Corp. 13,400 49
  MAXIMUS Inc. 700 43
* Manhattan Associates Inc. 1,500 38
* Quest Software Inc. 2,100 37
* LSI Corp. 4,800 29
      54,218
Materials (4.1%)    
  Freeport-McMoRan    
  Copper & Gold Inc. 30,000 2,506
  EI du Pont de Nemours    
  & Co. 58,980 2,196
  International Paper Co. 64,400 1,585
  Ball Corp. 21,700 1,158
* Pactiv Corp. 39,700 1,000

      Market
      Value
    Shares ($000)
  Celanese Corp. Class A 29,600 943
  Eastman Chemical Co. 12,100 771
* Owens-Illinois Inc. 16,700 594
  Lubrizol Corp. 5,100 468
* Clearwater Paper Corp. 5,200 256
  Innophos Holdings Inc. 8,500 237
  Rock-Tenn Co. Class A 4,200 191
  Glatfelter 9,100 132
  AK Steel Holding Corp. 5,300 121
* Solutia Inc. 4,600 74
      12,232
Telecommunication Services (2.5%)  
  AT&T Inc. 197,829 5,112
  Qwest Communications    
  International Inc. 141,700 740
  Verizon Communications Inc.  18,157 563
* American Tower Corp.    
  Class A 11,300 482
  Windstream Corp. 26,538 289
* NII Holdings Inc. 5,000 208
      7,394
Utilities (3.4%)    
  Constellation Energy    
  Group Inc. 48,900 1,717
  Public Service Enterprise    
  Group Inc. 56,800 1,677
* AES Corp. 127,900 1,407
  Exelon Corp. 18,440 808
  American Electric    
  Power Co. Inc. 21,200 725
  Edison International 18,840 644
  FirstEnergy Corp. 13,600 532
  CMS Energy Corp. 33,400 516
  DTE Energy Co. 11,300 504
  NiSource Inc. 25,700 406
  IDACORP Inc. 10,000 346
  Integrys Energy Group Inc. 5,900 279
  Entergy Corp. 1,800 146
  Oneok Inc. 1,900 87
  Hawaiian Electric    
  Industries Inc. 2,500 56
  Nicor Inc. 1,300 54
  Piedmont Natural    
  Gas Co. Inc. 1,900 52
  Southwest Gas Corp. 1,700 51
      10,007
Total Common Stocks    
(Cost $248,871)   295,496
Temporary Cash Investments (0.7%)1  
Money Market Fund (0.7%)    
2,3 Vanguard Market Liquidity    
  Fund, 0.183% 1,883,112 1,883

48



Structured Broad Market Fund

  Face Market
  Amount Value
  ($000) ($000)
U.S. Government and Agency Obligations (0.0%)
4,5 Freddie Mac Discount    
Notes, 0.320%, 9/7/10 70 70
Total Temporary Cash Investments  
(Cost $1,953)   1,953
Total Investments (100.5%)    
(Cost $250,824)   297,449
Other Assets and Liabilities (–0.5%)  
Other Assets   732
Liabilities3   (2,247)
    (1,515)
Net Assets (100%)   295,934

At March 31, 2010, net assets consisted of:  
  Amount
  ($000)
Paid-in Capital 345,330
Undistributed Net Investment Income 1,199
Accumulated Net Realized Losses (97,230)
Unrealized Appreciation (Depreciation)  
Investment Securities 46,625
Futures Contracts 10
Net Assets 295,934
 
Institutional Shares—Net Assets  
Applicable to 219,759 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 4,611
Net Asset Value Per Share—  
Institutional Shares $20.98
 
Institutional Plus Shares—Net Assets  
Applicable to 6,951,209 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 291,323
Net Asset Value Per Share—  
Institutional Plus Shares $41.91

See Note A in Notes to Financial Statements.
* Non-income-producing security.
^ Part of security position is on loan to broker-dealers. The total value of securities on loan is $1,121,000.
1 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures
investments, the fund’s effective common stock and temporary cash investment positions represent 100.0% and 0.5%, respectively, of
net assets.
2 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is
the 7-day yield.
3 Includes $1,211,000 of collateral received for securities on loan.
4 The issuer operates under a congressional charter; its securities are not backed by the full faith and credit of the U.S. government.
5 Securities with a value of $70,000 have been segregated as initial margin for open futures contracts.
See accompanying Notes, which are an integral part of the Financial Statements.

49



Structured Broad Market Fund  
 
 
Statement of Operations  
 
  Six Months Ended
  March 31, 2010
  ($000)
Investment Income  
Income  
Dividends 2,921
Interest1 2
Security Lending 84
Total Income 3,007
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 130
Management and Administrative—Institutional Shares 3
Management and Administrative—Institutional Plus Shares 81
Marketing and Distribution—Institutional Shares
Marketing and Distribution—Institutional Plus Shares 27
Custodian Fees 5
Total Expenses 246
Net Investment Income 2,761
Realized Net Gain (Loss)  
Investment Securities Sold 4,276
Futures Contracts 69
Realized Net Gain (Loss) 4,345
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 26,466
Futures Contracts 5
Change in Unrealized Appreciation (Depreciation) 26,471
Net Increase (Decrease) in Net Assets Resulting from Operations 33,577
1 Interest income from an affiliated company of the fund was $1,000.  

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

50



Structured Broad Market Fund    
 
 
Statement of Changes in Net Assets    
 
  Six Months Ended Year Ended
  March 31, September 30,
  2010 2009
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 2,761 4,976
Realized Net Gain (Loss) 4,345 (74,111)
Change in Unrealized Appreciation (Depreciation) 26,471 54,465
Net Increase (Decrease) in Net Assets Resulting from Operations 33,577 (14,670)
Distributions    
Net Investment Income    
Institutional Shares (67) (76)
Institutional Plus Shares (5,073) (5,098)
Realized Capital Gain    
Institutional Shares
Institutional Plus Shares
Total Distributions (5,140) (5,174)
Capital Share Transactions    
Institutional Shares 442 76
Institutional Plus Shares (11,251) 45,610
Net Increase (Decrease) from Capital Share Transactions (10,809) 45,686
Total Increase (Decrease) 17,628 25,842
Net Assets    
Beginning of Period 278,306 252,464
End of Period1 295,934 278,306
1 Net Assets—End of Period includes undistributed net investment income of $1,199,000 and $3,578,000.  

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

51



Structured Broad Market Fund        
 
 
Financial Highlights        
 
 
Institutional Shares        
  Six Months     Nov. 30,
  Ended Year Ended 20061 to
  March 31, September 30, Sept. 30,
For a Share Outstanding Throughout Each Period 2010 2009 2008 2007
Net Asset Value, Beginning of Period $18.99 $21.53 $28.67 $26.59
Investment Operations        
Net Investment Income .185 .3522 .402 .3612
Net Realized and Unrealized Gain (Loss) on Investments 2.143 (2.500) (6.833) 1.930
Total from Investment Operations 2.328 (2.148) (6.431) 2.291
Distributions        
Dividends from Net Investment Income (.338) (.392) (.280) (.116)
Distributions from Realized Capital Gains (.429) (.095)
Total Distributions (.338) (.392) (.709) (.211)
Net Asset Value, End of Period $20.98 $18.99 $21.53 $28.67
 
Total Return 12.38% –9.67% –22.95% 8.68%
 
Ratios/Supplemental Data        
Net Assets, End of Period (Millions) $5 $4 $4 $14
Ratio of Total Expenses to Average Net Assets 0.24%3 0.25% 0.20% 0.25%3
Ratio of Net Investment Income to Average Net Assets 1.85%3 2.15% 1.72% 1.55%3
Portfolio Turnover Rate 46%3 62% 70% 66%

1 Inception.
2 Calculated based on average shares outstanding.
3 Annualized.

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

52



Structured Broad Market Fund        
 
 
Financial Highlights        
 
 
Institutional Plus Shares        
  Six Months     Oct. 3,
  Ended Year Ended 20061 to
  March 31, September 30, Sept. 30,
For a Share Outstanding Throughout Each Period 2010 2009 2008 2007
Net Asset Value, Beginning of Period $37.94 $43.07 $57.39 $50.00
Investment Operations        
Net Investment Income .383 .7252 .873 .9042
Net Realized and Unrealized Gain (Loss) on Investments 4.288 (5.006) (13.714) 6.910
Total from Investment Operations 4.671 (4.281) (12.841) 7.814
Distributions        
Dividends from Net Investment Income (.701) (.849) (.621) (.234)
Distributions from Realized Capital Gains (.858) (.190)
Total Distributions (.701) (.849) (1.479) (.424)
Net Asset Value, End of Period $41.91 $37.94 $43.07 $57.39
 
Total Return 12.43% –9.60% –22.91% 15.69%
 
Ratios/Supplemental Data        
Net Assets, End of Period (Millions) $291 $275 $248 $285
Ratio of Total Expenses to Average Net Assets 0.17%3 0.17% 0.12% 0.15%3
Ratio of Net Investment Income to Average Net Assets 1.92%3 2.23% 1.80% 1.65%3
Portfolio Turnover Rate 46%3 62% 70% 66%

1 Commencement of operations as a registered investment company.
2 Calculated based on average shares outstanding.
3 Annualized.

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

53



Structured Broad Market Fund

Notes to Financial Statements

Vanguard Structured Broad Market 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: Institutional Shares and Institutional Plus Shares. Institutional Shares are available to investors who invest a minimum of $5 million. Institutional Plus Shares are available to investors who invest a minimum of $200 million ($100 million for investors with total Vanguard investments of at least $1 billion).

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. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired 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. Other temporary cash investments are valued at amortized cost, which approximates market value.

2. 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.

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

3. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (September 30, 2007–2009), and for the period ended March 31, 2010, and has concluded that no provision for federal income tax is required in the fund’s financial statements.

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

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

54



Structured Broad Market Fund

6. 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. 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.

B. The Vanguard Group furnishes at cost investment advisory, corporate management, administrative, marketing, and distribution services. The costs of such services are allocated to the fund under methods approved by the board of trustees. The fund has committed to provide up to 0.40% of its net assets in capital contributions to Vanguard. At March 31, 2010, the fund had contributed capital of $55,000 to Vanguard (included in Other Assets), representing 0.02% of the fund’s net assets and 0.02% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and officers of Vanguard.

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

Level 1—Quoted prices in active markets for identical securities.
Level 2—Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
Level 3—Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

The following table summarizes the fund’s investments as of March 31, 2010, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 295,496
Temporary Cash Investments 1,883 70
Futures Contracts—Liabilities1 (2)
Total 297,377 70
1 Represents variation margin on the last day of the reporting period.      

55



Structured Broad Market Fund

D. At March 31, 2010, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

        ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Appreciation
Futures Contracts Expiration Contracts Long (Short) (Depreciation)
S&P 500 Index June 2010 2 583 10

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

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

The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at September 30, 2009, the fund had available capital loss carryforwards totaling $53,713,000 to offset future net capital gains through September 30, 2017. In addition, the fund realized losses of $47,850,000 during the period from November 1, 2008, through September 30, 2009, which are deferred and will be treated as realized for tax purposes in fiscal 2010. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending September 30, 2010; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.

At March 31, 2010, the cost of investment securities for tax purposes was $250,824,000. Net unrealized appreciation of investment securities for tax purposes was $46,625,000, consisting of unrealized gains of $55,100,000 on securities that had risen in value since their purchase and $8,475,000 in unrealized losses on securities that had fallen in value since their purchase.

F. During the six months ended March 31, 2010, the fund purchased $65,623,000 of investment securities and sold $77,981,000 of investment securities, other than temporary cash investments.

56



Structured Broad Market Fund        
 
 
 
 
G. Capital share transactions for each class of shares were:      
  Six Months Ended   Year Ended
  March 31, 2010 September 30, 2009
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Institutional Shares        
Issued 375 19
Issued in Lieu of Cash Distributions 67 3 76 5
Redeemed
Net Increase (Decrease)—Institutional Shares 442 22 76 5
Institutional Plus Shares        
Issued 1,974 49 43,734 1,413
Issued in Lieu of Cash Distributions 1,775 45 1,876 58
Redeemed (15,000) (379)
Net Increase (Decrease)—Institutional Plus Shares (11,251) (285) 45,610 1,471

H. In preparing the financial statements as of March 31, 2010, management considered the impact of subsequent events for potential recognition or disclosure in these financial statements.

57



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. Your fund does not charge transaction fees, such as purchase or redemption fees, nor does it carry a “sales load.”

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

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

58



Six Months Ended March 31, 2010      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Structured Equity Fund 9/30/2009 3/31/2010 Period1
Based on Actual Fund Return      
Structured Large-Cap Equity      
Institutional Shares $1,000.00 $1,121.41 $1.27
Institutional Plus Shares 1,000.00 1,121.62 0.90
Structured Large-Cap Growth      
Institutional Shares $1,000.00 $1,125.65 $1.27
Institutional Plus Shares 1,000.00 1,126.09 0.90
Structured Large-Cap Value      
Institutional Plus Shares $1,000.00 $1,100.34 $0.89
Structured Broad Market      
Institutional Shares $1,000.00 $1,123.77 $1.27
Institutional Plus Shares 1,000.00 1,124.34 0.90
Based on Hypothetical 5% Yearly Return      
Structured Large-Cap Equity      
Institutional Shares $1,000.00 $1,023.73 $1.21
Institutional Plus Shares 1,000.00 1,024.08 0.86
Structured Large-Cap Growth      
Institutional Shares $1,000.00 $1,023.73 $1.21
Institutional Plus Shares 1,000.00 1,024.08 0.86
Structured Large-Cap Value      
Institutional Plus Shares $1,000.00 $1,024.08 $0.86
Structured Broad Market      
Institutional Shares $1,000.00 $1,023.73 $1.21
Institutional Plus Shares 1,000.00 1,024.08 0.86

1 The calculations are based on expenses incurred in the most recent six-month period. The funds’ annualized six-month expense ratios for that period are 0.24% for the Structured Large-Cap Equity Fund Institutional Shares, 0.17% for the Institutional Plus Shares; 0.24% for the Structured Large-Cap Growth Fund Institutional Shares, 0.17% for the Institutional Plus Shares; 0.17% for the Structured Large-Cap Value Fund Institutional Plus Shares; 0.24% for the Structured Broad Market Fund Institutional Shares, 0.17% for the Institutional Plus 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.

59



Trustees Approve Advisory Arrangement

The board of trustees of Vanguard Structured Large-Cap Equity, Structured Large-Cap Growth, Structured Large-Cap Value, and Structured Broad Market Funds has renewed the funds’ investment advisory arrangement with The Vanguard Group, Inc. Vanguard—through its Quantitative Equity Group—serves as investment advisor to the funds. The board determined that continuing the funds’ internalized management structure was in the best interests of the funds and their 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 arrangement. 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 each fund’s investment management since its inception, and took into account the organizational depth and stability of the advisor. Vanguard has been managing investments for more than three decades. The Quantitative Equity Group adheres to a sound, disciplined investment management process; the team has considerable experience, stability, and depth.

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

Investment performance
The board considered the performance of the funds since their inceptions. The board concluded that the advisor has carried out each fund’s investment strategy in disciplined fashion, and that each fund has modestly underperformed its applicable benchmark and relevant peer group over the short- and long-term. Information about each fund’s most recent performance can be found in the Performance Summary pages of this report.

Cost
The board concluded that the funds’ expense ratios were well below the average expense ratios charged by funds in their respective peer groups, and that the funds’ advisory expenses were also well below their peer-group averages. Information about the funds’ expenses appears in the About Your Fund’s Expenses section of this report as well as in the Financial Statements sections.

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

The benefit of economies of scale
The board concluded that the funds’ low-cost arrangement with Vanguard ensures that the funds will realize economies of scale as they grow, with the cost to shareholders declining as fund assets increase.

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

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Glossary

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

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

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

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

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

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

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

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

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

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

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.

61



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.

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The People Who Govern Your Fund

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

A majority of Vanguard’s board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the sizable personal investments they have made as private individuals. The independent board members have distinguished backgrounds in business, academia, and public service. Each of the trustees and executive officers oversees 162 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.

Interested Trustee1 Rajiv L. Gupta
  Born 1945. Trustee Since December 2001.2
F. William McNabb III Principal Occupation(s) During the Past Five Years:
Born 1957. Trustee Since July 2009. Chairman of the Chairman and Chief Executive Officer (retired 2009)
Board. Principal Occupation(s) During the Past Five and President (2006–2008) of Rohm and Haas Co.
Years: Chairman of the Board of The Vanguard Group, (chemicals); Director of Tyco International, Ltd.
Inc., and of each of the investment companies served (diversified manufacturing and services) and Hewlett-
by The Vanguard Group, since January 2010; Director Packard Co. (electronic computer manufacturing);
of The Vanguard Group since 2008; Chief Executive Trustee of The Conference Board; Member of the
Officer and President of The Vanguard Group and of Board of Managers of Delphi Automotive LLP
each of the investment companies served by The (automotive components).
Vanguard Group since 2008; Director of Vanguard  
Marketing Corporation; Managing Director of The Amy Gutmann
Vanguard Group (1995–2008). Born 1949. Trustee Since June 2006. Principal
  Occupation(s) During the Past Five Years: President
  of the University of Pennsylvania; Christopher H.
Independent Trustees Browne Distinguished Professor of Political Science
  in the School of Arts and Sciences with secondary
Emerson U. Fullwood appointments at the Annenberg School for Commu-
Born 1948. Trustee Since January 2008. Principal nication and the Graduate School of Education of
Occupation(s) During the Past Five Years: Executive the University of Pennsylvania; Director of Carnegie
Chief Staff and Marketing Officer for North America Corporation of New York, Schuylkill River Development
and Corporate Vice President (retired 2008) of Xerox Corporation, and Greater Philadelphia Chamber of
Corporation (document management products and Commerce; Trustee of the National Constitution Center;
services); Director of SPX Corporation (multi-industry Chair of the Presidential Commission for the Study of
manufacturing), the United Way of Rochester, Bioethical Issues.
Amerigroup Corporation (managed health care),  
the University of Rochester Medical Center, and  
Monroe Community College Foundation.  



JoAnn Heffernan Heisen Executive Officers  
Born 1950. Trustee Since July 1998. Principal    
Occupation(s) During the Past Five Years: Corporate Thomas J. Higgins  
Vice President and Chief Global Diversity Officer since Born 1957. Chief Financial Officer Since September
2006 (retired 2008) and Member of the Executive 2008. Principal Occupation(s) During the Past Five
Committee (retired 2008) of Johnson & Johnson Years: Principal of The Vanguard Group, Inc.; Chief
(pharmaceuticals/consumer products); Vice President Financial Officer of each of the investment companies
and Chief Information Officer of Johnson & Johnson served by The Vanguard Group since 2008; Treasurer
(1997–2005); Director of the University Medical Center of each of the investment companies served by The
at Princeton and Women’s Research and Education Vanguard Group (1998–2008).
Institute; Member of the Advisory Board of the    
Maxwell School of Citizenship and Public Affairs Kathryn J. Hyatt  
at Syracuse University. Born 1955. Treasurer Since November 2008. Principal
  Occupation(s) During the Past Five Years: Principal
F. Joseph Loughrey of The Vanguard Group, Inc.; Treasurer of each of
Born 1949. Trustee Since October 2009. Principal the investment companies served by The Vanguard
Occupation(s) During the Past Five Years: President Group since 2008; Assistant Treasurer of each of the
and Chief Operating Officer since 2005 (retired 2009) investment companies served by The Vanguard Group
and Vice Chairman of the Board (2008–2009) of (1988–2008).  
Cummins Inc. (industrial machinery); Director of    
SKF AB (industrial machinery), Hillenbrand, Inc. Heidi Stam  
(specialized consumer services), Sauer-Danfoss Inc. Born 1956. Secretary Since July 2005. Principal
(machinery), the Lumina Foundation for Education, Occupation(s) During the Past Five Years: Managing
and Oxfam America; Chairman of the Advisory Council Director of The Vanguard Group, Inc., since 2006;
for the College of Arts and Letters at the University of General Counsel of The Vanguard Group since 2005;
Notre Dame. Secretary of The Vanguard Group and of each of the
  investment companies served by The Vanguard Group
André F. Perold since 2005; Director and Senior Vice President of
Born 1952. Trustee Since December 2004. Principal Vanguard Marketing Corporation since 2005;
Occupation(s) During the Past Five Years: George Principal of The Vanguard Group (1997–2006).
Gund Professor of Finance and Banking at the Harvard    
Business School; Chair of the Investment Committee    
of HighVista Strategies LLC (private investment firm). Vanguard Senior Management Team
 
Alfred M. Rankin, Jr. R. Gregory Barton Michael S. Miller
Born 1941. Trustee Since January 1993. Principal Mortimer J. Buckley James M. Norris
Occupation(s) During the Past Five Years: Chairman, Kathleen C. Gubanich Glenn W. Reed
President, and Chief Executive Officer of NACCO Paul A. Heller George U. Sauter
Industries, Inc. (forklift trucks/housewares/lignite);    
Director of Goodrich Corporation (industrial products/    
aircraft systems and services); Chairman of the Federal Chairman Emeritus and Senior Advisor
Reserve Bank of Cleveland; Trustee of The Cleveland    
Museum of Art. John J. Brennan  
  Chairman, 1996–2009  
Peter F. Volanakis Chief Executive Officer and President, 1996–2008
Born 1955. Trustee Since July 2009. Principal    
Occupation(s) During the Past Five Years: President    
since 2007 and Chief Operating Officer since 2005 Founder  
of Corning Incorporated (communications equipment);    
President of Corning Technologies (2001–2005); John C. Bogle  
Director of Corning Incorporated and Dow Corning; Chairman and Chief Executive Officer, 1974–1996
Trustee of the Corning Incorporated Foundation and    
the Corning Museum of Glass; Overseer of the    
Amos Tuck School of Business Administration at    
Dartmouth College.    

1 Mr. McNabb is considered an “interested person,” as defined in the Investment Company Act of 1940, because he is an officer of the Vanguard funds.
2 December 2002 for Vanguard Equity Income Fund, 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  
 
Institutional Investor Services > 800-523-1036 You can obtain a free copy of Vanguard’s proxy voting 
  guidelines by visiting our website, www.vanguard.com,
Text Telephone for People and searching for “proxy voting guidelines,” or by
With Hearing Impairment > 800-749-7273 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
This material may be used in conjunction the 12 months ended June 30. To get the report, visit 
with the offering of shares of any Vanguard either www.vanguard.com or www.sec.gov.
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.
CFA® is a trademark owned by CFA Institute. To find out more about this public service, call the SEC
  at 202-551-8090. Information about your fund is also
  available on the SEC’s website, and you can receive
  copies of this information, for a fee, by sending a
  request in either of two ways: via e-mail addressed to
  publicinfo@sec.gov or via regular mail addressed to the
  Public Reference Section, Securities and Exchange
  Commission, Washington, DC 20549-1520.

 
© 2010 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.
 
Q08702 052010



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 QUANTITATIVE FUNDS
 
By: /s/ F. WILLIAM MCNABB III*
  F. WILLIAM MCNABB III
  CHIEF EXECUTIVE OFFICER
 
Date: May 21, 2010

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 QUANTITATIVE FUNDS
 
By: /s/ F. WILLIAM MCNABB III*
  F. WILLIAM MCNABB III
  CHIEF EXECUTIVE OFFICER
 
Date: May 21, 2010

  VANGUARD QUANTITATIVE FUNDS
 
By: /s/ THOMAS J. HIGGINS*
  THOMAS J. HIGGINS
  CHIEF FINANCIAL OFFICER
 
Date: May 21, 2010

*By: /s/ Heidi Stam

Heidi Stam, pursuant to a Power of Attorney filed on April 26, 2010, see file Number 33-53683,
is Incorporated by Reference.