POS EX 1 vvifpos-ex.htm VVIF vvifpos-ex.htm - Generated by SEC Publisher for SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549  
 
Form N-1A  
 
REGISTRATION STATEMENT (NO. 33-32216)  
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 83 [X]
and  

 

REGISTRATION STATEMENT (811-05962) UNDER THE INVESTMENT COMPANY  
ACT OF 1940  
Amendment No. 86 [X]
 
VANGUARD VARIABLE INSURANCE FUNDS
(Exact Name of Registrant as Specified in Declaration of Trust)  
 
P.O. Box 2600, Valley Forge, PA 19482  
(Address of Principal Executive Office)  
 
Registrant’s Telephone Number (610) 669-1000  
 
Anne E. Robinson, Esquire  
P.O. Box 876  
Valley Forge, PA 19482  

 

It is proposed that this filing will become effective immediately upon filing pursuant to
Rule 462(d). Explanatory Note This Post-Effective Amendment consists of the following:
 
1. Facing Sheet of the Registration Statement
2. Part C to the Registration Statement (including Signatures page)
3. Exhibit (b) to Item 28 to the Registration Statement
 
This Post-Effective Amendment is being filed solely to file Amended and Restated
By-Laws as Exhibit (b) to Item 28 to this Registration Statement on Form N-1A (the “Registration
Statement”).
 
Parts A and B of Post-Effective Amendment No. 80 to the Registration Statement, dated
April 28, 2017, and filed pursuant to Rule 485(b) under the Securities Act of 1933, are
incorporated by reference.

 


PART C

VANGUARD VARIABLE INSURANCE FUNDS

OTHER INFORMATION

Item 28. Exhibits

(a) Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, to
  be filed by Amendment.
(b) By-Laws, Amended and Restated By-Laws, are filed herewith.
(c) Instruments Defining Rights of Security Holders, reference is made to Articles III and V
  of the Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to
  Exhibit (a) above.
(d) Investment Advisory Contracts, for Wellington Management Company LLP (with respect
  to the Equity Income Portfolio), filed with Post-Effective Amendment No. 48 dated
  April 29, 2009; for William Blair & Company, L.L.C., filed with Post-Effective Amendment
  No. 50 dated April 30 2010; for Wellington Management Company LLP (with respect to
  the Growth Portfolio), filed with Post-Effective Amendment No. 52 dated
  December 6, 2010; for Baillie Gifford Overseas Ltd., and for Schroder Investment
  Management North America, Inc., filed with Post- Effective Amendment No. 54 dated
  May 3, 2011; for the Sub-Advisory Agreement for Schroder Investment Management
  North America Limited, filed with Post-Effective Amendment No. 64 on
  January 31, 2013; for Barrow, Hanley, Mewhinney & Strauss, LLC, for PRIMECAP
  Management Company, and for Wellington Management Company LLP (with respect to
  the Balanced and High Yield Bond Portfolios), filed with Post-Effective Amendment
  No. 62 dated April 27, 2012; for ArrowMark Colorado Holdings, LLC, filed with Post-
  Effective Amendment No. 78 dated April 29, 2016, as amended by Addendum filed with
  Post-Effective Amendment No. 80 dated April 28, 2017; and for Jackson Square Partners,
  LLC, filed with Post-Effective Amendment No. 74 dated April 30, 2015, are hereby
  incorporated by reference. The Vanguard Group, Inc., provides investment advisory
  services to the Conservative Allocation, Global Bond Index, Equity Income, Equity
  Index, Mid-Cap Index, Moderate Allocation, Money Market, REIT Index, Short-Term
  Investment-Grade, Small Company Growth, Total Bond Market Index, Total International
  Stock Market Index, and Total Stock Market Index Portfolios pursuant to the Fifth
Amended and Restated Funds’ Service Agreement, refer to Exhibit (h) below.
(e) Underwriting Contracts, not applicable.
(f) Bonus or Profit Sharing Contracts, reference is made to the section entitled
  “Management of the Fund” in Part B of this Registration Statement.
(g) Custodian Agreements, for State Street Bank and Trust Company, filed with Post-
  Effective Amendment No. 52 dated December 6, 2010; and for The Bank of New York
  Mellon and Brown Brothers Harriman & Co., filed with Post-Effective Amendment No.
  80 dated April 28, 2017, are hereby incorporated by reference. For JPMorgan Chase
  Bank, to be filed by Amendment.
(h) Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed
  with Post-Effective Amendment No. 62 dated April 27, 2012, is hereby incorporated by
  reference.
(i) Legal Opinion, not applicable.
(j) Other Opinions, Consent of Independent Registered Public Accounting Firm, to be filed
  by Amendment.
(k) Omitted Financial Statements, not applicable.
(l) Initial Capital Agreements, not applicable.
(m) Rule 12b-1 Plan, not applicable.
(n) Rule 18f-3 Plan, to be filed by Amendment.
(o) Reserved.

 

C-1


 

(p) Codes of Ethics, for Schroder Investment Management North America, Inc., and for
  Schroder Investment Management North America Limited, filed with Post-Effective
  Amendment No. 72 dated April 30, 2014; for Jackson Square Partners, LLC, and for The
  Vanguard Group, Inc., filed with Post-Effective Amendment No. 74 dated April 30, 2015;
  for PRIMECAP Management Company, for William Blair & Company L.L.C., and for
  Baillie Gifford Overseas Ltd filed with Post-Effective Amendment No. 78 dated April 29,
  2016; for Wellinton Management Company LLP, Barrow, Hanley, Mewhinney & Strauss,
  LLC, and ArrowMark Colorado Holdings, LLC filed with Post-Effective Amendment
  No.80 dated April 28, 2017, are hereby incorporated by reference .

 

Item 29. Persons Controlled by or under Common Control with Registrant

Registrant is not controlled by or under common control with any person.

Item 30. Indemnification

The Registrant’s organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustee’s or officer’s office with the Registrant.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 31. Business and Other Connections of Investment Advisers

The Vanguard Group, Inc. (Vanguard) is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisors Act). The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).

Wellington Management Company LLP (Wellington Management) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and partners of Wellington Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).

C-2


 

PRIMECAP Management Company (PRIMECAP) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of PRIMECAP, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by PRIMECAP pursuant to the Advisers Act (SEC File No. 801-19765).

Jackson Square Partners, LLC (Jackson Square) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Jackson Square, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference to Form ADV filed by Jackson Square pursuant to the Advisers Act (SEC File No. 801-79255).

William Blair & Company, L.L.C. (William Blair & Company) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of William Blair & Company, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by William Blair & Company pursuant to the Advisers Act (SEC File No. 801-688).

ArrowMark Colorado Holdings, LLC (ArrowMark Partners) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and members of ArrowMark Partners, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and members during the past two years, is incorporated herein by reference from Form ADV filed by ArrowMark Partners pursuant to the Advisers Act (SEC File No. 801-69868).

Schroder Investment Management North America Inc. (Schroders) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Schroders, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Schroders pursuant to the Advisers Act (SEC File No. 801-15834).

Schroder Investment Management North America Limited (Schroder Limited) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Schroder Limited, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Schroder Limited pursuant to the Advisers Act (SEC File No. 801-37163).

C-3


 

Baillie Gifford Overseas Ltd. (Baillie Gifford) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Baillie Gifford, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Baillie Gifford pursuant to the Advisers Act (SEC File No. 801-21051).

Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Barrow, Hanley, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Barrow, Hanley pursuant to the Advisers Act (SEC File No. 801-31237).

Item 32. Principal Underwriters

(a)      Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of more than 190 mutual funds.
(b)      The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355.
Name Positions and Office with Underwriter Positions and Office with Funds
F. William McNabb III Director and Chairman Chairman and Chief Executive Officer
Glenn W. Reed Director None
Mortimer J. Buckley Director and Senior Vice President None
Martha G. King Director and Senior Vice President None
Chris D. McIsaac Director and Senior Vice President None
Anne E. Robinson Director and Senior Vice President Secretary
Karin Risi Director and Managing Director None
Thomas Rampulla Director and Senior Vice President None
Michael Rollings Treasurer None
Natalie Bej Chief Compliance Officer None
Matthew Benchener Principal None
Jack Brod Principal None
James M. Delaplane Jr. Principal None
Kathleen A. Graham-Kelly Principal None
Phillip Korenman Principal None
Mike Lucci Principal None
Alba E. Martinez Principal None
Brian McCarthy Principal None
Frank Satterthwaite Principal None
Christopher Sicilia Principal None
Tammy Virnig Principal None
Salvatore L. Pantalone Financial and Operations Principal and Treasurer None

 

C-4


 

Amy M. Laursen Financial and Operations Principal None
Timothy P. Holmes Annuity and Insurance Officer None
Jeff Seglem Annuity and Insurance Officer None
Michael L. Kimmel Assistant Secretary None
Marc P. Lindsay Assistant Secretary None
Caroline Cosby Secretary None
 
(c) Not applicable.  

 

Item 33. Location of Accounts and Records

The books, accounts, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Custodians, Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA 02110-1548; The Bank of New York Mellon, One Wall Street, New York, NY 10286; JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070; and State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111; and the Registrant’s investment advisors at their respective locations identified in this Registration Statement.

Item 34. Management Services

Other than as set forth in the section entitled “Management of the Fund” in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.

Item 35. Undertakings

Not applicable.

C-5


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the 13th day of July, 2017.

VANGUARD VARIABLE INSURANCE FUNDS
BY:_________/s/ F. William McNabb III*
F. William McNabb III
Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:

Signature Title Date
 
/s/ F. William McNabb III* Chairman and Chief Executive July 13, 2017
  Officer  
F. William McNabb III    
/s/ Emerson U. Fullwood* Trustee July 13, 2017
Emerson U. Fullwood    
/s/ Rajiv L. Gupta* Trustee July 13, 2017
Rajiv L. Gupta    
/s/ Amy Gutmann* Trustee July 13, 2017
Amy Gutmann    
/s/ JoAnn Heffernan Heisen* Trustee July 13, 2017
JoAnn Heffernan Heisen    
/s/ F. Joseph Loughrey* Trustee July 13, 2017
F. Joseph Loughrey    
/s/ Mark Loughridge* Trustee July 13, 2017
Mark Loughridge    
/s/ Scott C. Malpass* Trustee July 13, 2017
Scott C. Malpass    
/s/ André F. Perold* Trustee July 13, 2017
André F. Perold    
/s/ Peter F. Volanakis* Trustee July 13, 2017
Peter F. Volanakis    
/s/ Thomas J. Higgins* Chief Financial Officer July 13, 2017
Thomas J. Higgins    

 

*By: /s/ Anne E. Robinson

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


 

INDEX TO EXHIBITS  
By-Laws, Amended and Restated By-Laws Ex-99.B