N-CSR 1 horizon_final.htm horizon_final.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:  811-07239

 

Name of Registrant:

Vanguard Horizon Funds

 

Address of Registrant:

P.O. Box 2600
  Valley Forge, PA 19482

 

Name and address of agent for service:

Anne E. Robinson, Esquire
  P.O. Box 876
  Valley Forge, PA 19482

 

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

 

Date of fiscal year end: September 30

 

Date of reporting period: October 1, 2015 – September 30, 2016

 

Item 1: Reports to Shareholders

 



Annual Report | September 30, 2016

Vanguard Strategic Equity Fund


 

A new format, unwavering commitment

As you begin reading this report, you’ll notice that we’ve made some improvements to the opening sections—based on feedback from you, our clients.

Page 1 starts with a new ”Your Fund’s Performance at a Glance,” a concise, handy summary of how your fund performed during the period.

In the renamed ”Chairman’s Perspective,” Bill McNabb will focus on enduring principles and investment insights.

We’ve modified some tables, and eliminated some redundancy, but we haven’t removed any information.

At Vanguard, we’re always looking for better ways to communicate and to help you make sound investment decisions. Thank you for entrusting your assets to us.

Contents  
Your Fund’s Performance at a Glance. 1
Chairman’s Perspective. 3
Advisor’s Report. 6
Fund Profile. 9
Performance Summary. 10
Financial Statements. 12
Your Fund’s After-Tax Returns. 27
About Your Fund’s Expenses. 28
Glossary. 30

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.
About the cover: No matter what language you speak, Vanguard has one consistent message and set of principles. Our primary
focus is on you, our clients. We conduct our business with integrity as a faithful steward of your assets. This message is shown
translated into seven languages, reflecting our expanding global presence.


 

Your Fund’s Performance at a Glance

• Vanguard Strategic Equity Fund returned nearly 11% for the 12 months ended September 30, 2016. It lagged its benchmark, the MSCI US Small + Mid Cap 2200 Index, by about 4 percentage points. The fund also trailed its peer-group average.

• Information technology and real estate companies were among the fund’s strongest performers. Energy and consumer staples were among the sectors that detracted most from the fund’s relative performance.

• Effective September 1, most real estate investment trusts were moved out of the financial sector and into a new real estate sector, the 11th in the fund’s benchmark.

• Over the ten years ended September 30, 2016, the fund’s average annual return was about a percentage point below its benchmark but higher than the average of its peer group.

Total Returns: Fiscal Year Ended September 30, 2016  
  Total
  Returns
Vanguard Strategic Equity Fund 10.62%
MSCI US Small + Mid Cap 2200 Index 14.54
Mid-Cap Core Funds Average 11.26
Mid-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

 

Total Returns: Ten Years Ended September 30, 2016  
  Average
  Annual Return
Strategic Equity Fund 7.36%
MSCI US Small + Mid Cap 2200 Index 8.37
Mid-Cap Core Funds Average 7.03
Mid-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

 

The figures shown represent past performance, which is not a guarantee of future results. (Current performance may be
lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our
website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so
an investor’s shares, when sold, could be worth more or less than their original cost.

1


 

Expense Ratios    
Your Fund Compared With Its Peer Group    
    Peer Group
  Fund Average
Strategic Equity Fund 0.21% 1.18%

The fund expense ratio shown is from the prospectus dated January 28, 2016, and represents estimated costs for the current fiscal year. For
the fiscal year ended September 30, 2016, the fund’s expense ratio was 0.18%. The peer-group expense ratio is derived from data provided
by Lipper, a Thomson Reuters Company, and captures information through year-end 2015.

Peer group: Mid-Cap Core Funds.

2


 

Chairman’s Perspective


Bill McNabb
Chairman and Chief Executive Officer

Dear Shareholder,

If you think you’ve had reason to feel uneasy about the investment environment lately, you’re not imagining things. In just the past few months, we’ve seen economic uncertainty, intense political polarization, and super-low bond yields. Yet at the same time, the stock market kept pushing higher.

In this confusing and sometimes contradictory climate, you may be asking yourself a question that I hear often: How do I make sense of all this, keep investing, and still get a good night’s sleep?

As with any problem, there are multiple ways to go at it. But there’s one approach in particular that is simple, straightforward, and nearly foolproof: Save more money. Not only can saving more give you a greater sense of control over your investment plan, it can help compensate for long-term returns that, in our estimation, could fall short of historical averages.

I love the way one of our investment pros put it. Fran Kinniry this summer told The Wall Street Journal, “Investing is always a partnership between you and the markets.” He explained that the markets carried more than their fair share of the weight for a couple of decades, through the 1990s, providing outsized returns that made the investor’s half of the partnership relatively light work. “But now you are going to have to be the majority partner.”

Sobering? Sure. Hopeless? Definitely not.

3


 

Over the 12 months since last September, U.S. stocks returned 15%, though the rise has not been a one-way ticket straight up. International markets have also posted strong returns, but lower than those of the broad U.S. market. The decision by United Kingdom voters in June to exit the European Union came as a surprise but caused market heartburn for only a few days.

In fixed income, yields remained extremely low—about 1.60% on the 10-year U.S. Treasury note at the end of September, after dipping below 1.40% over the summer. And bond yields in some international markets were negative.

Even this relatively small window of time illustrates a truism of the financial markets: There will always be segments that perform well and others that don’t. Saving more saves you from trying to control the uncontrollable—how economies and the markets perform. And it keeps you in control of one of the most vital parts of your investment program.

Although the “save more” logic is easy to grasp, it’s not always easy to follow. Bills, illness, the loss of a job—these can affect any of us.

But whatever our circumstances, figuring out how to save more is worth the effort. It requires that we make difficult decisions to forgo some consumption today to increase the likelihood of consuming (or consuming more) in the future. This is the very heart of investing. Sacrifices are never fun, so consider carrying them out systematically and in doses that you

Market Barometer      
  Average Annual Total Returns
  Periods Ended September 30, 2016
  One Three Five
  Year Years Years
Stocks      
Russell 1000 Index (Large-caps) 14.93% 10.78% 16.41%
Russell 2000 Index (Small-caps) 15.47 6.71 15.82
Russell 3000 Index (Broad U.S. market) 14.96 10.44 16.36
FTSE All-World ex US Index (International) 9.62 0.71 6.50
 
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index      
(Broad taxable market) 5.19% 4.03% 3.08%
Bloomberg Barclays Municipal Bond Index      
(Broad tax-exempt market) 5.58 5.54 4.48
Citigroup Three-Month U.S. Treasury Bill Index 0.20 0.06 0.06
 
CPI      
Consumer Price Index 1.46% 1.03% 1.25%

 

4


 

can be comfortable with—for instance, gradually getting up to the max in your IRA, or adding a percentage point or so to the amount you stash in your employer’s retirement plan. As a point of reference, we generally suggest that investors strive for a retirement savings rate of 12%–15%, including any employer contributions.

If you need more convincing about the wisdom of the “save more” course of action, it might be helpful to examine your alternatives. This list is by no means exhaustive, but it hits on a few of the big ones, and none are without risk.

• Reach for yield. With yields so low on many types of bonds, it’s tempting to find the corners of the fixed income market where payouts are juicier. But with the juice comes considerable risk. You need to be aware that you’d be taking on more risk—and how much more.

• Go all-in on a hot-performing asset class or fund. By now, you know better than that, right?

• Sit tight. This approach isn’t a terrible idea; it’s better than panicking and deciding to just “do something,” particularly if that means changing your approach in response to the market’s movements.

Here’s the inescapably challenging part of your partnership with the markets: In the short run, your “partner” is fickle, emotional, and wildly unpredictable. But in the long run, your partner is mostly rational and extremely helpful.

The best way to minimize your vulnerability to the market’s mood swings, and to maximize the benefit of your partner’s longer-term strengths, is to expect less and save more. Maybe the markets will deliver better-than-expected returns. Maybe they’ll be consistent with our more modest expectations. In either case, a higher savings rate can help put you in a better position to reach your goals.

As always, thank you for investing with Vanguard.

Sincerely,


F. William McNabb III
Chairman and Chief Executive Officer
October 18, 2016

5


 

Advisor’s Report

For the fiscal year ended September 30, 2016, Vanguard Strategic Equity Fund returned 10.62%, underperforming the MSCI US Small + Midcap 2200 benchmark by 3.92 percentage points.

Overall, equities fared well during the period as the broad U.S. equity market (as measured by the MSCI US Investable Market 2500 Index) returned 15.04%. Large-capitalization stocks outpaced smaller-cap equities, and value-oriented equities outperformed growth stocks. The U.S. equity market performed even more strongly than international markets, which returned 6.52% (as measured by the MSCI EAFE Index). However, emerging markets continued to outperform developed economies. Within the benchmark, performance was positive across all sectors. Returns were best in materials, utilities, and information technology and weakest in consumer discretionary and financials. Returns also were strong in real estate, which became a separate sector on September 1.

Growth around the globe remained subdued. The U.S. economy grew at an annual rate of 1.4% in the second quarter of 2016 after growing 0.8% in the first quarter. The increase reflected positive contributions from personal consumption expenditures, exports, and nonresidential fixed investment; but negative contributions from private inventory investment and residential fixed investment weighed on the U.S. economy.

The International Monetary Fund estimated global growth to be 2.9% in the first half of 2016, slightly weaker than in the second half of 2015. Brexit is still unfolding, as the long-term arrangements between the United Kingdom and the European Union will be uncertain for some time.

There was also a partial recovery in commodity prices. After hitting a 10-year low in January, oil prices rallied by 50% to $45 per barrel in August, mostly because of production outages. Nonfuel commodity prices also increased, with metals and agricultural commodity prices rising by 12% and 9%.

Although it’s important to understand how overall performance is affected by the macro factors we’ve described, our approach to investing focuses on specific fundamentals—not technical analysis of stock price movements. We compare all stocks in our investment universe within the same industry group in order to identify those with characteristics that we believe will outperform over the long run.

To do this, we use a strict quantitative approach that systematically focuses on several key fundamental factors. We believe that attractive stocks exhibit five key characteristics: 1) high quality—

6


 

healthy balance sheets and steady cash-flow generation; 2) effective use of capital—sound investment policies that favor internal over external funding; 3) consistent earnings growth—ability to grow earnings year after year; 4) strong market sentiment—market confirmation of our view; and 5) reasonable valuation—we strive to avoid overpriced stocks.

Using these five themes, we generate a composite rank for all the stocks in our universe each day—seeking to capitalize on investor biases across the market. We then monitor our portfolio based on those rankings and adjust when appropriate to maximize expected returns while minimizing exposure to risks that our research indicates don’t improve returns (such as industry selection and other risks relative to our benchmark).

Our portfolio focuses on the attractive stocks from our model that we expect to exhibit future outperformance over time. However, as with any investment management process, there will be periods when our model doesn’t perform as expected. Unfortunately, over the annual period under review, the stocks that outperformed had characteristics that our model doesn’t pursue. While we’re disappointed with the performance results, it’s important to remind our investors that we maintain our commitment through different market environments to stocks that have solid fundamentals and that we believe will outperform in the long run.

During the fiscal year, the management decisions and valuation components of our model were the greatest positive contributors to performance. Growth and quality also contributed positively but the results were more modest. The sentiment component of the model detracted from performance. As a result, the model’s effectiveness was mixed over the period. We had strong stock selection results in two sectors, were relatively flat in one, and had negative results in eight benchmark sectors. Stock selection was most successful in information technology and real estate while mostly disappointing in energy and financials.

Among individual stocks, the largest contributors came from overweight positions in Advanced Micro Devices, Cirrus Logic, and Computer Sciences. Relative to the portfolio’s benchmark, we benefited from underweighting or avoiding poor performers such as Alliance Data Systems and Akamai Technologies.

Overweight positions in poorly performing Alon USA Energy, Western Refining, and Noble Corporation hurt performance. In addition, underweight positions in strongly

7


 

performing stocks, such as Marathon Oil and ONEOK, contributed to the fund’s underperformance relative to its benchmark.

We continue to believe that constructing a portfolio that focuses on the key fundamentals described above will benefit investors over the long term, while recognizing that risk can reward or punish us in the near term. We feel the fund offers a strong mix of stocks with attractive valuation and growth characteristics relative to its benchmark.

We thank you for your investment and look forward to the coming fiscal year.

Portfolio Managers:

Michael R. Roach, CFA

James P. Stetler, Principal

Binbin Guo, Principal, Head of Equity
Research and Portfolio Strategies

Vanguard Quantitative Equity Group

October 21, 2016

8


 

Strategic Equity Fund

Fund Profile
As of September 30, 2016

Portfolio Characteristics    
      DJ
      U.S.
    MSCI US Total
    Small + Market
    Mid Cap FA
  Fund 2200 Index  Index
Number of Stocks 398 2,155 3,850
Median Market Cap $4.2B $6.3B $51.8B
Price/Earnings Ratio 17.0x 28.5x 23.7x
Price/Book Ratio 2.3x 2.5x 2.8x
Return on Equity 13.0% 12.7% 16.6%
Earnings Growth      
Rate 13.0% 9.4% 7.6%
Dividend Yield 1.8% 1.6% 2.0%
Foreign Holdings 0.9% 0.0% 0.0%
Turnover Rate 74%
Ticker Symbol VSEQX
Expense Ratio1 0.21%
30-Day SEC Yield 1.69%
Short-Term Reserves -0.2%

 

Sector Diversification (% of equity exposure)
      DJ
      U.S.
    MSCI US Total
    Small + Market
    Mid Cap FA
  Fund 2200 Index  Index
Consumer Discretionary 14.5% 14.3% 12.8%
Consumer Staples 4.5 4.6 8.7
Energy 5.2 5.1 6.7
Financials 13.5 13.6 13.3
Health Care 10.0 9.9 14.2
Industrials 14.3 14.4 10.3
Information Technology 16.4 16.5 20.7
Materials 6.3 6.2 3.3
Real Estate 9.2 9.3 4.3
Telecommunication      
Services 0.9 0.9 2.4
Utilities 5.2 5.2 3.3

 

Volatility Measures    
  MSCI US DJ
  Small + U.S. Total
  Mid Cap Market
  2200 Index FA Index
R-Squared 0.96 0.89
Beta 0.96 1.03
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)
Regions Financial Corp. Regional Banks 1.0%
Entergy Corp. Electric Utilities 1.0
CR Bard Inc. Health Care  
  Equipment 1.0
Best Buy Co. Inc. Computer &  
  Electronics Retail 1.0
Hologic Inc. Health Care  
  Equipment 0.9
FirstEnergy Corp. Electric Utilities 0.9
Masco Corp. Building Products 0.9
Advanced Micro Devices    
Inc. Semiconductors 0.9
Quintiles Transnational Life Sciences Tools &  
Holdings Inc. Services 0.9
Computer Sciences IT Consulting &  
Corp. Other Services 0.9
Top Ten   9.4%
The holdings listed exclude any temporary cash investments and equity index products.

 

Investment Focus


1 The expense ratio shown is from the prospectus dated January 28, 2016, and represents estimated costs for the current fiscal year. For the fiscal
year ended September 30, 2016, the expense ratio was 0.18%.

9


 

Strategic Equity Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Cumulative Performance: September 30, 2006, Through September 30, 2016
Initial Investment of $10,000


    Average Annual Total Returns  
    Periods Ended September 30, 2016  
          Final Value
    One Five Ten of a $10,000
    Year Years Years Investment
  Strategic Equity Fund* 10.62% 18.17% 7.36% $20,347
  MSCI US Small + Mid Cap 2200        
••••••• Index 14.54 16.81 8.37 22,336
– – – – Mid-Cap Core Funds Average 11.26 14.47 7.03 19,725
  Dow Jones U.S. Total Stock Market        
  Float Adjusted Index 14.93 16.30 7.49 20,592
Mid-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

 

See Financial Highlights for dividend and capital gains information.

10


 

Strategic Equity Fund

Fiscal-Year Total Returns (%): September 30, 2006, Through September 30, 2016


11


 

Strategic Equity Fund

Financial Statements

Statement of Net Assets
As of September 30, 2016

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. 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 (99.5%)1    
Consumer Discretionary (14.4%)  
  Best Buy Co. Inc. 1,504,904 57,457
^ Nordstrom Inc. 1,032,044 53,542
  Darden Restaurants Inc. 857,763 52,598
* Michael Kors Holdings    
  Ltd. 1,061,120 49,650
^,* Smith & Wesson    
  Holding Corp. 1,793,357 47,685
  American Eagle    
  Outfitters Inc. 2,654,720 47,413
  Leggett & Platt Inc. 1,026,048 46,767
  Big Lots Inc. 949,476 45,337
* American Axle &    
  Manufacturing Holdings    
  Inc. 1,946,132 33,512
  Children’s Place Inc. 379,628 30,321
* Boyd Gaming Corp. 1,489,775 29,468
  Cooper Tire & Rubber Co. 600,309 22,824
  PVH Corp. 193,600 21,393
  DR Horton Inc. 703,100 21,234
  Jack in the Box Inc. 213,790 20,511
  Brinker International Inc. 401,757 20,261
  Lear Corp. 152,024 18,428
* MSG Networks Inc. 969,736 18,047
  News Corp. Class B 1,159,691 16,491
  World Wrestling    
  Entertainment Inc.    
  Class A 744,712 15,862
^ Regal Entertainment    
  Group Class A 629,260 13,686
* Express Inc. 999,936 11,789
  Whirlpool Corp. 64,392 10,442
* Burlington Stores Inc. 126,356 10,237
  Wyndham Worldwide    
  Corp. 147,088 9,903
* Strayer Education Inc. 211,300 9,864
  Gannett Co. Inc. 783,075 9,115
* Liberty SiriusXM Group    
  Class A 261,506 8,886
  Hasbro Inc. 103,264 8,192
* BJ’s Restaurants Inc. 227,600 8,091
  Abercrombie & Fitch Co. 500,273 7,949
  News Corp. Class A 534,272 7,469
  Bloomin’ Brands Inc. 397,106 6,846
  Sturm Ruger & Co. Inc. 104,874 6,058
  Caleres Inc. 210,665 5,328
* Denny’s Corp. 468,600 5,009
  Rent-A-Center Inc. 371,405 4,695
* Cooper-Standard Holding    
  Inc. 47,000 4,644
  Barnes & Noble Inc. 383,397 4,332
  Kohl’s Corp. 98,700 4,318
* Liberty SiriusXM Group    
  Class C 128,100 4,280
* Michaels Cos. Inc. 175,687 4,246
  AMC Entertainment    
  Holdings Inc. 117,200 3,644
  Cato Corp. Class A 106,629 3,507
  Bob Evans Farms Inc. 88,900 3,405
* Genesco Inc. 58,900 3,208
  Cheesecake Factory Inc. 52,473 2,627
* Penn National Gaming Inc. 186,422 2,530
  Time Inc. 163,500 2,368
  Ethan Allen Interiors Inc. 65,862 2,060
^,* Weight Watchers    
  International Inc. 165,668 1,710
  TEGNA Inc. 71,500 1,563
  Callaway Golf Co. 119,800 1,391
* Tile Shop Holdings Inc. 82,274 1,362
  Finish Line Inc. Class A 54,952 1,268
  Group 1 Automotive Inc. 19,809 1,265
  GNC Holdings Inc. Class A 60,343 1,232
* Urban Outfitters Inc. 34,816 1,202
* Murphy USA Inc. 16,731 1,194
      869,716

 

12


 

Strategic Equity Fund

      Market
      Value
    Shares ($000)
Consumer Staples (4.5%)    
  Tyson Foods Inc. Class A 616,348 46,023
  Dean Foods Co. 2,608,390 42,777
^,* Herbalife Ltd. 651,544 40,389
  JM Smucker Co. 210,300 28,504
  ConAgra Foods Inc. 590,047 27,797
* SUPERVALU Inc. 3,823,723 19,080
  Fresh Del Monte    
  Produce Inc. 173,633 10,401
  Ingredion Inc. 76,745 10,212
  Universal Corp. 133,700 7,784
  Ingles Markets Inc.    
  Class A 153,751 6,079
^ Natural Health Trends    
  Corp. 212,101 5,994
* USANA Health Sciences    
  Inc. 42,947 5,942
* Post Holdings Inc. 63,000 4,862
  Energizer Holdings Inc. 90,980 4,545
^ Pilgrim’s Pride Corp. 142,974 3,020
^ Cal-Maine Foods Inc. 64,251 2,476
* Central Garden & Pet Co. 47,500 1,235
^,* Amplify Snack Brands Inc. 75,400 1,221
  Sanderson Farms Inc. 12,600 1,214
  SpartanNash Co. 41,900 1,212
      270,767
Energy (5.2%)    
  Rowan Cos. plc Class A 3,421,037 51,863
^,* Transocean Ltd. 4,311,575 45,961
  Ensco plc Class A 4,815,322 40,930
* Newfield Exploration Co. 620,100 26,949
  Tesoro Corp. 337,732 26,870
^,* Denbury Resources Inc. 5,403,400 17,453
  Energen Corp. 270,800 15,631
  Noble Corp. plc 2,388,418 15,143
^ Diamond Offshore    
  Drilling Inc. 789,823 13,909
^,* Sanchez Energy Corp. 1,214,656 10,737
  Plains GP Holdings LP    
  Class A 792,920 10,260
* Chesapeake Energy Corp.  1,529,347 9,589
* Southwestern Energy Co. 353,300 4,890
* Carrizo Oil & Gas Inc. 96,800 3,932
* Unit Corp. 190,100 3,536
* Enbridge Energy    
  Management LLC 119,588 3,042
  Core Laboratories NV 26,907 3,022
^ Atwood Oceanics Inc. 270,076 2,347
* McDermott International    
  Inc. 457,000 2,290
* Laredo Petroleum Inc. 165,100 2,130
* Overseas Shipholding    
  Group Inc. Class A 134,900 1,426
  Archrock Inc. 96,000 1,256
* Renewable Energy Group    
  Inc. 143,800 1,218
* Northern Oil and Gas Inc. 438,200 1,174
      315,558
Financials (13.4%)    
  Regions Financial Corp. 6,084,217 60,051
  MSCI Inc. Class A 632,921 53,127
  Navient Corp. 3,583,658 51,856
  Popular Inc. 1,295,007 49,495
  Assured Guaranty Ltd. 1,781,792 49,445
* MGIC Investment Corp. 5,795,352 46,363
  Voya Financial Inc. 1,334,508 38,461
  Great Western Bancorp    
  Inc. 974,116 32,458
  Unum Group 811,413 28,651
  Everest Re Group Ltd. 150,360 28,564
  Primerica Inc. 439,583 23,311
  Washington Federal Inc. 748,630 19,973
  Universal Insurance    
  Holdings Inc. 787,134 19,836
  Cathay General Bancorp 639,880 19,696
  AmTrust Financial    
  Services Inc. 724,202 19,430
  Aspen Insurance    
  Holdings Ltd. 413,265 19,254
  Reinsurance Group of    
  America Inc. Class A 169,845 18,333
* World Acceptance Corp. 307,552 15,082
  Synovus Financial Corp. 460,141 14,968
  First American Financial    
  Corp. 362,550 14,241
  Zions Bancorporation 388,300 12,045
  Huntington Bancshares    
  Inc. 1,129,900 11,141
  Citizens Financial Group    
  Inc. 422,400 10,438
  Assurant Inc. 102,118 9,420
  Axis Capital Holdings Ltd. 166,465 9,044
* Walker & Dunlop Inc. 326,749 8,254
* E*TRADE Financial Corp. 253,400 7,379
  Ally Financial Inc. 342,200 6,663
  Heritage Insurance    
  Holdings Inc. 438,161 6,314
  Northern Trust Corp. 91,400 6,214
  Investors Bancorp Inc. 512,500 6,155
^,* Credit Acceptance Corp. 29,902 6,012
* Flagstar Bancorp Inc. 216,200 6,000
* INTL. FCStone Inc. 147,000 5,711

 

13


 

Strategic Equity Fund

      Market
      Value
    Shares ($000)
  TCF Financial Corp. 370,210 5,372
  Central Pacific Financial    
  Corp. 175,600 4,423
^,* BofI Holding Inc. 197,212 4,418
  Nelnet Inc. Class A 98,912 3,993
  MarketAxess Holdings Inc. 22,700 3,759
  Validus Holdings Ltd. 72,001 3,587
  FactSet Research    
  Systems Inc. 21,700 3,518
  Nasdaq Inc. 50,900 3,438
  NorthStar Asset    
  Management Group Inc. 242,000 3,129
  Cullen/Frost Bankers Inc. 41,900 3,014
  Raymond James Financial    
  Inc. 51,300 2,986
  Eaton Vance Corp. 75,800 2,960
* Affiliated Managers Group    
  Inc. 20,100 2,908
  Umpqua Holdings Corp. 188,400 2,835
* Essent Group Ltd. 97,500 2,594
  Sterling Bancorp 144,300 2,525
  HCI Group Inc. 73,364 2,227
  CNO Financial Group Inc. 145,300 2,219
  Old National Bancorp 155,879 2,192
  International Bancshares    
  Corp. 48,700 1,450
* KCG Holdings Inc. Class A 88,900 1,381
  Maiden Holdings Ltd. 104,500 1,326
  Lincoln National Corp. 27,000 1,268
  Bank of Hawaii Corp. 17,200 1,249
  Fulton Financial Corp. 83,200 1,208
  East West Bancorp Inc. 32,900 1,208
  Torchmark Corp. 18,900 1,208
  Banc of California Inc. 69,000 1,205
  Chemical Financial Corp. 27,100 1,196
  AMERISAFE Inc. 20,300 1,193
  Great Southern Bancorp    
  Inc. 29,000 1,180
  Federal Agricultural    
  Mortgage Corp. 29,700 1,173
      811,727
Health Care (10.0%)    
  CR Bard Inc. 256,925 57,623
* Hologic Inc. 1,473,752 57,226
* Quintiles Transnational    
  Holdings Inc. 677,913 54,952
* Charles River Laboratories    
  International Inc. 588,234 49,023
* WellCare Health Plans Inc. 415,760 48,681
* PRA Health Sciences Inc. 852,513 48,175
* INC Research Holdings    
  Inc. Class A 1,074,812 47,915
* Align Technology Inc. 243,646 22,842
  Chemed Corp. 140,237 19,783
* PAREXEL International    
  Corp. 233,800 16,237
* VCA Inc. 202,700 14,185
* AMN Healthcare    
  Services Inc. 411,116 13,102
* ABIOMED Inc. 98,100 12,614
* Prestige Brands Holdings    
  Inc. 249,343 12,036
  Bruker Corp. 526,866 11,934
* Laboratory Corp. of    
  America Holdings 76,832 10,563
* Amedisys Inc. 212,624 10,087
* United Therapeutics Corp. 80,848 9,547
  Owens & Minor Inc. 269,476 9,359
* Masimo Corp. 156,865 9,332
* Array BioPharma Inc. 1,143,027 7,715
  Teleflex Inc. 43,383 7,291
* Healthways Inc. 249,900 6,612
* Emergent BioSolutions    
  Inc. 207,118 6,530
* Five Prime Therapeutics    
  Inc. 108,100 5,674
* Amsurg Corp. 72,897 4,888
* ICU Medical Inc. 34,619 4,375
* Halyard Health Inc. 123,500 4,280
  Universal Health Services    
  Inc. Class B 28,946 3,567
* HMS Holdings Corp. 134,000 2,971
  PDL BioPharma Inc. 881,300 2,952
* OraSure Technologies Inc. 232,700 1,855
* Cynosure Inc. Class A 32,800 1,671
* Infinity Pharmaceuticals    
  Inc. 1,042,392 1,626
* Surgical Care Affiliates    
  Inc. 25,553 1,246
* Inogen Inc. 20,300 1,216
* Triple-S Management    
  Corp. Class B 55,100 1,208
  Kindred Healthcare Inc. 116,100 1,187
      602,080
Industrials (14.2%)    
  Masco Corp. 1,626,798 55,815
* Spirit AeroSystems    
  Holdings Inc. Class A 1,157,435 51,552
  Owens Corning 953,315 50,898
* Hawaiian Holdings Inc. 1,039,274 50,509
  Huntington Ingalls    
  Industries Inc. 314,212 48,206
*,2 Wabash National Corp. 3,351,195 47,721
* United Rentals Inc. 590,000 46,309

 

14


 

Strategic Equity Fund

      Market
      Value
    Shares ($000)
  BWX Technologies Inc. 1,099,791 42,199
  Cintas Corp. 324,721 36,564
  Pitney Bowes Inc. 1,863,600 33,843
  AO Smith Corp. 333,684 32,965
^ Greenbrier Cos. Inc. 917,108 32,374
* JetBlue Airways Corp. 1,693,597 29,198
* Meritor Inc. 2,381,736 26,509
  RR Donnelley & Sons    
  Co. 1,442,666 22,679
  Alaska Air Group Inc. 331,557 21,836
  L-3 Communications    
  Holdings Inc. 125,192 18,870
  GATX Corp. 423,043 18,847
  Deluxe Corp. 278,582 18,615
* American Woodmark Corp. 211,782 17,063
  ManpowerGroup Inc. 225,401 16,287
  General Cable Corp. 878,035 13,153
  SkyWest Inc. 426,187 11,256
  Comfort Systems USA Inc. 363,500 10,654
  Herman Miller Inc. 369,766 10,575
  Global Brass & Copper    
  Holdings Inc. 276,600 7,991
  Briggs & Stratton Corp. 425,630 7,938
  Aircastle Ltd. 349,879 6,949
  Dun & Bradstreet Corp. 48,700 6,653
  Steelcase Inc. Class A 439,135 6,100
  Douglas Dynamics Inc. 177,002 5,653
* NCI Building Systems Inc. 372,471 5,434
  Quad/Graphics Inc. 181,619 4,853
  Brink’s Co. 94,800 3,515
  Insperity Inc. 46,300 3,363
  Tetra Tech Inc. 86,582 3,071
  CEB Inc. 52,402 2,854
* Trex Co. Inc. 45,500 2,672
* Energy Recovery Inc. 161,600 2,582
* Chart Industries Inc. 78,300 2,571
  Ennis Inc. 151,100 2,546
* ACCO Brands Corp. 248,100 2,392
  Universal Forest    
  Products Inc. 23,100 2,275
* TriNet Group Inc. 98,400 2,128
* Huron Consulting Group Inc.  30,100 1,799
  Brady Corp. Class A 51,900 1,796
  Insteel Industries Inc. 40,500 1,468
* Quanta Services Inc. 50,100 1,402
* Continental Building    
  Products Inc. 59,900 1,257
* MasTec Inc. 42,100 1,252
* FTI Consulting Inc. 27,100 1,208
  Knoll Inc. 52,300 1,195
* Gibraltar Industries Inc. 31,700 1,178
      858,592
Information Technology (16.3%)  
* Advanced Micro Devices    
  Inc. 8,077,361 55,815
  Computer Sciences Corp. 1,050,228 54,832
  CDW Corp. 1,180,101 53,966
  Booz Allen Hamilton    
  Holding Corp. Class A 1,647,440 52,076
* Aspen Technology Inc. 1,105,036 51,705
  SYNNEX Corp. 439,501 50,151
* Tech Data Corp. 578,989 49,046
* Cirrus Logic Inc. 916,277 48,700
* First Data Corp. Class A 3,623,523 47,686
  CSRA Inc. 1,750,665 47,093
  NVIDIA Corp. 644,305 44,148
* Manhattan Associates Inc. 734,841 42,341
  Avnet Inc. 859,126 35,276
  Leidos Holdings Inc. 811,983 35,143
* NCR Corp. 1,043,221 33,581
* GoDaddy Inc. Class A 956,590 33,031
* Teradata Corp. 937,454 29,061
* Synaptics Inc. 486,990 28,528
  DST Systems Inc. 178,370 21,033
* CACI International Inc.    
  Class A 159,225 16,066
  Science Applications    
  International Corp. 204,397 14,179
* Gigamon Inc. 235,900 12,927
  CSG Systems    
  International Inc. 290,200 11,994
  EarthLink Holdings Corp. 1,497,617 9,285
* Cardtronics plc Class A 198,000 8,831
* Inphi Corp. 186,203 8,102
* Sykes Enterprises Inc. 269,060 7,569
  Broadridge Financial    
  Solutions Inc. 107,164 7,265
* Ciena Corp. 324,695 7,078
* TTM Technologies Inc. 568,100 6,505
* Advanced Energy    
  Industries Inc. 118,532 5,609
* MaxLinear Inc. 272,500 5,524
* Angie’s List Inc. 507,000 5,024
* Sanmina Corp. 172,463 4,910
  Seagate Technology plc 126,800 4,888
  Ingram Micro Inc. 124,363 4,435
* ePlus Inc. 38,400 3,625
* Cadence Design Systems    
  Inc. 140,000 3,574
  Travelport Worldwide Ltd. 236,000 3,547
* Viavi Solutions Inc. 427,300 3,158
* Itron Inc. 38,000 2,119
* 3D Systems Corp. 101,400 1,820
* F5 Networks Inc. 14,100 1,757
* Zebra Technologies Corp. 22,900 1,594

 

15


 

Strategic Equity Fund

      Market
      Value
    Shares ($000)
* Super Micro Computer Inc. 65,488 1,530
* Lumentum Holdings Inc. 34,900 1,458
* Fabrinet 30,700 1,369
* Arrow Electronics Inc. 19,992 1,279
  Xerox Corp. 122,616 1,242
  ManTech International    
  Corp. Class A 32,500 1,225
* Cray Inc. 50,000 1,177
      983,877
Materials (6.2%)    
  Avery Dennison Corp. 678,017 52,743
  Trinseo SA 861,974 48,753
  Steel Dynamics Inc. 1,939,023 48,456
^,* AK Steel Holding Corp. 8,803,596 42,521
  Cabot Corp. 517,926 27,145
  Commercial Metals Co. 1,667,475 26,996
  United States Steel Corp. 1,276,800 24,080
  Bemis Co. Inc. 441,407 22,516
* Coeur Mining Inc. 1,385,000 16,385
  Worthington Industries    
  Inc. 257,615 12,373
  Reliance Steel &    
  Aluminum Co. 170,728 12,298
  Domtar Corp. 248,560 9,229
  Huntsman Corp. 446,785 7,269
  Greif Inc. Class A 79,000 3,918
  Rayonier Advanced    
  Materials Inc. 267,400 3,575
  Chemours Co. 216,700 3,467
  Kaiser Aluminum Corp. 35,513 3,072
* Koppers Holdings Inc. 81,900 2,636
* GCP Applied Technologies    
  Inc. 83,200 2,356
  Neenah Paper Inc. 27,141 2,144
  Schnitzer Steel Industries    
  Inc. 90,500 1,892
* Clearwater Paper Corp. 18,800 1,216
* Cliffs Natural Resources    
  Inc. 191,300 1,119
      376,159
Real Estate (9.2%)    
  Hospitality Properties    
  Trust 1,539,611 45,757
  DuPont Fabros    
  Technology Inc. 1,008,185 41,588
  CBL & Associates    
  Properties Inc. 3,149,049 38,229
  Gaming and Leisure    
  Properties Inc. 1,044,368 34,934
  Communications Sales    
  & Leasing Inc. 1,058,163 33,237
^ Government Properties      
  Income Trust 1,454,760 32,907
  Lamar Advertising Co.      
  Class A   456,104 29,788
  VEREIT Inc. 2,286,248 23,708
  Lexington Realty Trust 2,271,673 23,398
  Spirit Realty Capital Inc. 1,723,542 22,975
  Macerich Co.   262,104 21,196
  GEO Group Inc.   814,223 19,362
  Ryman Hospitality      
  Properties Inc.   398,192 19,177
  Senior Housing      
  Properties Trust   728,262 16,539
  EPR Properties   209,800 16,520
  Summit Hotel Properties      
  Inc. 1,057,800 13,921
  Mack-Cali Realty Corp.   431,724 11,752
  Washington Prime      
  Group Inc.   828,600 10,258
  RLJ Lodging Trust   483,669 10,172
  Apple Hospitality REIT Inc.   486,487 9,005
  Corrections Corp. of      
  America   622,383 8,632
  Care Capital Properties      
  Inc.   284,361 8,104
  Ashford Hospitality Trust      
  Inc. 1,286,154 7,575
  Pennsylvania REIT   308,349 7,101
  Sunstone Hotel Investors      
  Inc.   548,337 7,013
  CoreSite Realty Corp.   92,369 6,839
  Select Income REIT   197,662 5,317
  Brandywine Realty Trust   325,200 5,080
  LaSalle Hotel Properties   171,469 4,093
  WP Carey Inc.   45,500 2,936
  Global Net Lease Inc.   279,000 2,277
  NorthStar Realty Finance      
  Corp.   160,400 2,112
  Omega Healthcare      
  Investors Inc.   59,200 2,099
  Ramco-Gershenson      
  Properties Trust   111,600 2,091
  Sabra Health Care REIT Inc. 75,000 1,889
  Universal Health Realty      
  Income Trust   26,700 1,683
* Altisource Portfolio      
  Solutions SA   47,700 1,545
  Piedmont Office Realty      
  Trust Inc. Class A   62,800 1,367
  DDR Corp.   78,000 1,360
  RAIT Financial Trust   388,960 1,315
  Medical Properties Trust Inc. 79,800 1,179
        556,030

 

16


 

Strategic Equity Fund

      Market
      Value
    Shares ($000)
Telecommunication Services (0.9%)  
  Telephone & Data    
  Systems Inc. 561,839 15,271
* SBA Communications    
  Corp. Class A 104,313 11,700
^ Windstream Holdings Inc. 944,820 9,495
  Cogent Communications    
  Holdings Inc. 249,471 9,183
* Cincinnati Bell Inc. 1,511,100 6,165
* General Communication    
  Inc. Class A 95,100 1,308
* FairPoint    
  Communications Inc. 81,400 1,223
      54,345
Utilities (5.2%)    
  Entergy Corp. 751,716 57,679
  FirstEnergy Corp. 1,708,130 56,505
  UGI Corp. 1,055,150 47,735
  NiSource Inc. 1,895,595 45,703
  AES Corp. 2,397,306 30,805
  NRG Energy Inc. 1,596,756 17,900
  WGL Holdings Inc. 276,249 17,321
  Great Plains Energy Inc. 357,949 9,768
  MDU Resources Group    
  Inc. 320,500 8,154
  CenterPoint Energy Inc. 345,815 8,033
  ONE Gas Inc. 66,044 4,084
  Vectren Corp. 60,774 3,051
  National Fuel Gas Co. 53,400 2,887
  Spark Energy Inc. Class A 49,500 1,442
  NRG Yield Inc. 79,500 1,348
  Unitil Corp. 30,300 1,184
      313,599
Total Common Stocks    
(Cost $5,313,279)   6,012,450

 

Temporary Cash Investments (1.3%)1  
Money Market Fund (1.3%)    
3,4 Vanguard Market    
  Liquidity Fund,    
  0.640% 797,200 79,728
 
    Face  
    Amount  
    ($000)  
U.S. Government and Agency Obligations (0.0%)
5,6 Federal Home Loan    
  Bank Discount Notes,    
  0.341%, 11/16/16 100 100
6 United States Treasury    
  Bill, 0.320%, 11/25/16 1,100 1,100
  United States Treasury    
  Bill, 0.257%, 12/29/16 100 100
      1,300
Total Temporary Cash Investments  
(Cost $81,023)   81,028
Total Investments (100.8%)    
(Cost $5,394,302)   6,093,478

 

17


 

Strategic Equity Fund

  Amount
  ($000)
Other Assets and Liabilities (-0.8%)  
Other Assets  
Investment in Vanguard 464
Receivables for Investment Securities Sold 45,246
Receivables for Accrued Income 7,388
Receivables for Capital Shares Issued 4,837
Other Assets7 7,493
Total Other Assets 65,428
Liabilities  
Payables for Investment Securities  
Purchased (39,049)
Collateral for Securities on Loan (57,489)
Payables for Capital Shares Redeemed (3,152)
Payables to Vanguard (6,554)
Other Liabilities (6,832)
Total Liabilities (113,076)
Net Assets (100%)  
Applicable to 198,796,037 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 6,045,830
Net Asset Value Per Share $30.41

 

At September 30, 2016, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 5,179,285
Undistributed Net Investment Income 67,820
Accumulated Net Realized Gains 99,296
Unrealized Appreciation (Depreciation)  
Investment Securities 699,176
Futures Contracts 253
Net Assets 6,045,830

See Note A in Notes to Financial Statements.
* Non-income-producing security.
^ Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $54,702,000.
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 0.8%, respectively, of
net assets.
2 Considered an affiliated company of the fund as the fund owns more than 5% of the outstanding voting securities of such company.
3 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the
7-day yield.
4 Includes $57,489,000 of collateral received for securities on loan.
5 The issuer operates under a congressional charter; its securities are generally neither guaranteed by the U.S. Treasury nor backed by the full
faith and credit of the U.S. government.
6 Securities with a value of $1,200,000 have been segregated as initial margin for open futures contracts.
7 Cash of $233,000 has been segregated as initial margin for open futures contracts.
REIT—Real Estate Investment Trust.
See accompanying Notes, which are an integral part of the Financial Statements.

18


 

Strategic Equity Fund

Statement of Operations

  Year Ended
  September 30, 2016
  ($000)
Investment Income  
Income  
Dividends 120,565
Interest 109
Securities Lending—Net 10,501
Total Income 131,175
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 2,386
Management and Administrative 6,718
Marketing and Distribution 1,152
Custodian Fees 66
Auditing Fees 35
Shareholders’ Reports 72
Trustees’ Fees and Expenses 4
Total Expenses 10,433
Net Investment Income 120,742
Realized Net Gain (Loss)  
Investment Securities Sold 139,816
Futures Contracts 3,200
Realized Net Gain (Loss) 143,016
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 324,835
Futures Contracts 451
Change in Unrealized Appreciation (Depreciation) 325,286
Net Increase (Decrease) in Net Assets Resulting from Operations 589,044

 

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

19


 

Strategic Equity Fund

Statement of Changes in Net Assets

  Year Ended September 30,
  2016 2015
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 120,742 84,421
Realized Net Gain (Loss) 143,016 613,463
Change in Unrealized Appreciation (Depreciation) 325,286 (608,999)
Net Increase (Decrease) in Net Assets Resulting from Operations 589,044 88,885
Distributions    
Net Investment Income (93,924) (60,071)
Realized Capital Gain1 (549,653) (257,765)
Total Distributions (643,577) (317,836)
Capital Share Transactions    
Issued 714,159 1,082,468
Issued in Lieu of Cash Distributions 602,796 301,093
Redeemed (956,042) (807,310)
Net Increase (Decrease) from Capital Share Transactions 360,913 576,251
Total Increase (Decrease) 306,380 347,300
Net Assets    
Beginning of Period 5,739,450 5,392,150
End of Period2 6,045,830 5,739,450
1 Includes fiscal 2016 and 2015 short-term gain distributions totaling $0 and $0, respectively. Short-term gain distributions are treated as
ordinary income dividends for tax purposes.
2 Net Assets—End of Period includes undistributed (overdistributed) net investment income of $67,820,000 and $53,032,000.

 

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

20


 

Strategic Equity Fund

Financial Highlights

For a Share Outstanding Year Ended September 30,
Throughout Each Period 2016 2015 2014 2013 2012
Net Asset Value, Beginning of Period $30.82 $32.02 $27.34 $21.02 $16.30
Investment Operations          
Net Investment Income . 624 . 466 . 361 . 4261 .249
Net Realized and Unrealized Gain (Loss)          
on Investments 2.440 .207 4.679 6.244 4.667
Total from Investment Operations 3.064 .673 5.040 6.670 4.916
Distributions          
Dividends from Net Investment Income (. 507) (. 354) (. 360) (. 350) (.196)
Distributions from Realized Capital Gains (2.967) (1.519)
Total Distributions (3.474) (1.873) (.360) (.350) (.196)
Net Asset Value, End of Period $30.41 $30.82 $32.02 $27.34 $21.02
 
Total Return2 10.62% 2.01% 18.53% 32.23% 30.32%
 
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $6,046 $5,739 $5,392 $4,239 $3,254
Ratio of Total Expenses to          
Average Net Assets 0.18% 0.21% 0.27% 0.28% 0.29%
Ratio of Net Investment Income to          
Average Net Assets 2.09% 1.41% 1.19% 1.75%1 1.25%
Portfolio Turnover Rate 74% 70% 60% 64% 67%

1 Net investment income per share and the ratio of net investment income to average net assets include $.043 and 0.18%, respectively,
resulting from a special dividend received in connection with a merger between T-Mobile US Inc. and Metro PCS Communications Inc.
in May 2013.
2 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about
any applicable account service fees.

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

21


 

Strategic Equity Fund

Notes to Financial Statements

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

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

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired 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. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract.

Futures contracts are valued at their quoted daily settlement prices. The aggregate settlement values 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).

During the year ended September 30, 2016, the fund’s average investments in long and short futures contracts represented less than 1% and 0% of net assets, respectively, based on the average of aggregate settlement values at each quarter-end during the period.

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, 2013–2016), 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.

22


 

Strategic Equity Fund

5. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the absence of a default the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Net Assets for the return of the collateral, during the period the securities are on loan. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.

6. Credit Facility: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $3.1 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. Borrowings may be utilized for temporary and emergency purposes, and are subject to the fund’s regulatory and contractual borrowing restrictions. The participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn amount of the facility; these fees are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under this facility bear interest at a rate based upon the higher of the one-month London Interbank Offered Rate, federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread.

The fund had no borrowings outstanding at September 30, 2016, or at any time during the period then ended.

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

B. In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees. Vanguard does not require reimbursement in the current period for certain costs of operations (such as deferred compensation/benefits and risk/insurance costs); the fund’s liability for these costs of operations is included in Payables to Vanguard on the Statement of Net Assets.

23


 

Strategic Equity Fund

Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At September 30, 2016, the fund had contributed to Vanguard capital in the amount of $464,000, representing 0.01% of the fund’s net assets and 0.19% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.

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

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

The following table summarizes the market value of the fund’s investments as of September 30, 2016, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 6,012,450
Temporary Cash Investments 79,728 1,300
Futures Contracts—Assets1 296
Futures Contracts—Liabilities1 (12)
Total 6,092,462 1,300
1 Represents variation margin on the last day of the reporting period.

 

D. At September 30, 2016, 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 Russell 2000 Index December 2016 208 25,965 160
E-mini S&P Mid-Cap 400 Index December 2016 54 8,368 93
        253

 

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

24


 

Strategic Equity Fund

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 used a tax accounting practice to treat a portion of the price of capital shares redeemed during the year as distributions from net investment income and realized capital gains. Accordingly, the fund has reclassified $12,030,000 from undistributed net investment income, and $15,758,000 from accumulated net realized gains, to paid-in capital.

For tax purposes, at September 30, 2016, the fund had $73,987,000 of ordinary income and $99,550,000 of long-term capital gains available for distribution.

At September 30, 2016, the cost of investment securities for tax purposes was $5,394,302,000. Net unrealized appreciation of investment securities for tax purposes was $699,176,000, consisting of unrealized gains of $945,427,000 on securities that had risen in value since their purchase and $246,251,000 in unrealized losses on securities that had fallen in value since their purchase.

F. During the year ended September 30, 2016, the fund purchased $4,285,262,000 of investment securities and sold $4,445,163,000 of investment securities, other than temporary cash investments.

G. Capital shares issued and redeemed were:

  Year Ended September 30,
  2016 2015
  Shares Shares
  (000) (000)
Issued 24,472 32,774
Issued in Lieu of Cash Distributions 21,011 9,610
Redeemed (32,942) (24,537)
Net Increase (Decrease) in Shares Outstanding 12,541 17,847

 

H. Certain of the fund’s investments are in companies that are considered to be affiliated companies of the fund because the fund owns more than 5% of the outstanding voting securities of the company or the issuer is another member of Vanguard. Transactions during the period in securities of these companies were as follows:

    Current Period Transactions  
  Sept. 30,   Proceeds     Sept. 30,
  2015   from   Capital Gain 2016
  Market Purchases Securities   Distributions Market
  Value at Cost Sold1 Income Received Value
  ($000) ($000) ($000) ($000) ($000) ($000)
Vanguard Market Liquidity Fund 120,166 NA2 NA 2 103 79,728
Wabash National Corp. NA3 29,428 6,924 47,721
Total 120,166     103 127,449
1 Includes net realized gain (loss) on affiliated investment securities sold of ($763,000).
2 Not applicable—purchases and sales are for temporary cash investment purposes.
3 Not applicable—at September 30, 2015, the issuer was not an affiliated company of the fund.

 

I. Management has determined that no material events or transactions occurred subsequent to September 30, 2016, that would require recognition or disclosure in these financial statements.

25


 

Report of Independent Registered
Public Accounting Firm

To the Board of Trustees of Vanguard Horizon Funds and the Shareholders of Vanguard Strategic Equity Fund:

In our opinion, the accompanying statement of net assets and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Vanguard Strategic Equity Fund (constituting a separate portfolio of Vanguard Horizon Funds, hereafter referred to as the “Fund”) at September 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2016 by correspondence with the custodian and brokers and by agreement to the underlying ownership records of the transfer agent, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 15, 2016


Special 2016 tax information (unaudited) for Vanguard Strategic Equity Fund

This information for the fiscal year ended September 30, 2016, is included pursuant to provisions
of the Internal Revenue Code for corporate shareholders only.

The fund distributed $565,410,000 as capital gain dividends (20% rate gain distributions) to
shareholders during the fiscal year.

The fund distributed $78,389,000 of qualified dividend income to shareholders during the fiscal year.

For corporate shareholders, 71.8% of investment income (dividend income plus short-term gains, if
any) qualifies for the dividends-received deduction.

26


 

Your Fund’s After-Tax Returns

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

Calculations are based on the highest individual federal income tax and capital gains tax rates in effect at the times of the distributions and the hypothetical sales. State and local taxes were not considered. After-tax returns reflect any qualified dividend income, using actual prior-year figures and estimates for 2016. (In the example, returns after the sale of fund shares may be higher than those assuming no sale. This occurs when the sale would have produced a capital loss. The calculation assumes that the investor received a tax deduction for the loss.)

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

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

Average Annual Total Returns: Strategic Equity Fund      
Periods Ended September 30, 2016      
  One Five Ten
  Year Years Years
Returns Before Taxes 10.62% 18.17% 7.36%
Returns After Taxes on Distributions 7.72 17.06 6.47
Returns After Taxes on Distributions and Sale of Fund Shares 8.07 14.69 5.85

 

27


 

About Your Fund’s Expenses

As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The accompanying table illustrates your fund’s costs in two ways:

Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“

Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”

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

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

28


 

Six Months Ended September 30, 2016      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Strategic Equity Fund 3/31/2016 9/30/2016 Period
Based on Actual Fund Return $1,000.00 $1,070.02 $0.88
Based on Hypothetical 5% Yearly Return 1,000.00 1,024.15 0.86

The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratio for that
period is 0.17%. 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 (183/366).

29


 

Glossary

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

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

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

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

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

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

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

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

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.

30


 

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.

31


 

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 198 Vanguard funds.

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

InterestedTrustee1
F. William McNabb III
Born 1957. Trustee Since July 2009. Chairman of
the Board. Principal Occupation(s) During the Past
Five Years and Other Experience: Chairman of the
Board of The Vanguard Group, Inc., and of each of
the investment companies served by The Vanguard
Group, since January 2010; Director of The Vanguard
Group since 2008; Chief Executive Officer and
President of The Vanguard Group, and of each of
the investment companies served by The Vanguard
Group, since 2008; Director of Vanguard Marketing
Corporation; Managing Director of The Vanguard
Group (1995–2008).
 
IndependentTrustees
Emerson U. Fullwood
Born 1948. Trustee Since January 2008. Principal
Occupation(s) During the Past Five Years and Other
Experience: Executive Chief Staff and Marketing
Officer for North America and Corporate Vice President
(retired 2008) of Xerox Corporation (document manage-
ment products and services); Executive in Residence
and 2009–2010 Distinguished Minett Professor at
the Rochester Institute of Technology; Lead Director
of SPX FLOW, Inc. (multi-industry manufacturing);
Director of the United Way of Rochester, the University
of Rochester Medical Center, Monroe Community
College Foundation, North Carolina A&T University,
and Roberts Wesleyan College.
Rajiv L. Gupta
Born 1945. Trustee Since December 2001.2 Principal
Occupation(s) During the Past Five Years and Other
Experience: Chairman and Chief Executive Officer
(retired 2009) and President (2006–2008) of
Rohm and Haas Co. (chemicals); Director of Tyco
International plc (diversified manufacturing and
services), HP Inc. (printer and personal computer
manufacturing), and Delphi Automotive plc
(automotive components); Senior Advisor at
New Mountain Capital.

 

Amy Gutmann

Born 1949. Trustee Since June 2006. Principal
Occupation(s) During the Past Five Years and
Other Experience: President of the University of
Pennsylvania; Christopher H. Browne Distinguished
Professor of Political Science, School of Arts and
Sciences, and Professor of Communication, Annenberg
School for Communication, with secondary faculty
appointments in the Department of Philosophy, School
of Arts and Sciences, and at the Graduate School of
Education, University of Pennsylvania; Trustee of the
National Constitution Center; Chair of the Presidential
Commission for the Study of Bioethical Issues.

 

JoAnn Heffernan Heisen

Born 1950. Trustee Since July 1998. Principal
Occupation(s) During the Past Five Years and
Other Experience: Corporate Vice President and
Chief Global Diversity Officer (retired 2008) and
Member of the Executive Committee (1997–2008)
of Johnson & Johnson (pharmaceuticals/medical
devices/consumer products); Director of Skytop
Lodge Corporation (hotels) and the Robert Wood
Johnson Foundation; Member of the Advisory
Board of the Institute for Women’s Leadership
at Rutgers University.

 


 

F. Joseph Loughrey
Born 1949. Trustee Since October 2009. Principal
Occupation(s) During the Past Five Years and Other
Experience: President and Chief Operating Officer
(retired 2009) of Cummins Inc. (industrial machinery);
Chairman of the Board of Hillenbrand, Inc. (specialized
consumer services), and of Oxfam America; Director
of SKF AB (industrial machinery), Hyster-Yale Materials
Handling, Inc. (forklift trucks), the Lumina Foundation
for Education, and the V Foundation for Cancer
Research; Member of the Advisory Council for the
College of Arts and Letters and of the Advisory Board
to the Kellogg Institute for International Studies, both
at the University of Notre Dame.

 

Mark Loughridge

Born 1953. Trustee Since March 2012. Principal
Occupation(s) During the Past Five Years and Other
Experience: Senior Vice President and Chief Financial
Officer (retired 2013) at IBM (information technology
services); Fiduciary Member of IBM’s Retirement Plan
Committee (2004–2013); Director of the Dow Chemical
Company; Member of the Council on Chicago Booth.

 

Scott C. Malpass

Born 1962. Trustee Since March 2012. Principal
Occupation(s) During the Past Five Years and Other
Experience: Chief Investment Officer and Vice
President at the University of Notre Dame; Assistant
Professor of Finance at the Mendoza College of
Business at Notre Dame; Member of the Notre Dame
403(b) Investment Committee, the Board of Advisors
for Spruceview Capital Partners, and the Investment
Advisory Committee of Major League Baseball; Board
Member of TIFF Advisory Services, Inc., and Catholic
Investment Services, Inc. (investment advisors).

 

André F. Perold

Born 1952. Trustee Since December 2004. Principal
Occupation(s) During the Past Five Years and Other
Experience: George Gund Professor of Finance and
Banking, Emeritus at the Harvard Business School
(retired 2011); Chief Investment Officer and Managing
Partner of HighVista Strategies LLC (private investment
firm); Director of Rand Merchant Bank; Overseer of
the Museum of Fine Arts Boston.

 

Peter F. Volanakis

Born 1955. Trustee Since July 2009. Principal
Occupation(s) During the Past Five Years and
Other Experience: President and Chief Operating
Officer (retired 2010) of Corning Incorporated
(communications equipment); Chairman of the
Board of Trustees of Colby-Sawyer College;
Member of the Advisory Board of the Norris
Cotton Cancer Center.
Executive Officers  
Glenn Booraem  
Born 1967. Treasurer Since May 2015. Principal
Occupation(s) During the Past Five Years and
Other Experience: Principal of The Vanguard Group,
Inc.; Treasurer of each of the investment companies
served by The Vanguard Group; Controller of each of
the investment companies served by The Vanguard
Group (2010–2015); Assistant Controller of each of
the investment companies served by The Vanguard
Group (2001–2010).  

 

Thomas J. Higgins

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

 

Peter Mahoney

 
Born 1974. Controller Since May 2015. Principal
Occupation(s) During the Past Five Years and Other
Experience: Head of Global Fund Accounting at The
Vanguard Group, Inc.; Controller of each of the invest-
ment companies served by The Vanguard Group;
Head of International Fund Services at The Vanguard
Group (2008–2014).  

 

Anne E. Robinson

 
Born 1970. Secretary Since September 2016. Principal
Occupation(s) During the Past Five Years and Other
Experience: Managing Director of The Vanguard Group,
Inc.; General Counsel of The Vanguard Group; Secretary
of The Vanguard Group and of each of the investment
companies served by The Vanguard Group; Director
and Senior Vice President of Vanguard Marketing
Corporation; Managing Director and General Counsel
of Global Cards and Consumer Services at Citigroup
(2014–2016); Counsel at American Express (2003–2014).
 
Vanguard Senior ManagementTeam
Mortimer J. Buckley James M. Norris
Kathleen C. Gubanich Thomas M. Rampulla
Martha G. King Glenn W. Reed
John T. Marcante Karin A. Risi
Chris D. McIsaac Michael Rollings
 
Chairman Emeritus and Senior Advisor
John J. Brennan  
Chairman, 1996–2009  
Chief Executive Officer and President, 1996–2008
 
Founder  
John C. Bogle  
Chairman and Chief Executive Officer, 1974–1996

 

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, the Vanguard Municipal Bond Funds, and the Vanguard State Tax-Exempt Funds.


 

 

  P.O. Box 2600
  Valley Forge, PA 19482-2600
 
 
 
Connect with Vanguard® > vanguard.com
 
 
 
Fund Information > 800-662-7447 CFA® is a registered trademark owned by CFA Institute.
Direct Investor Account Services > 800-662-2739  
Institutional Investor Services > 800-523-1036  
Text Telephone for People  
Who Are Deaf or Hard of Hearing> 800-749-7273  
 
This material may be used in conjunction  
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by  
the fund’s current prospectus.  
 
All comparative mutual fund data are from Lipper, a  
Thomson Reuters Company, or Morningstar, Inc., unless  
otherwise noted.  
 
You can obtain a free copy of Vanguard’s proxy voting  
guidelines by visiting vanguard.com/proxyreporting or by  
calling Vanguard at 800-662-2739. The guidelines are  
also available from the SEC’s website, sec.gov. In  
addition, you may obtain a free report on how your fund  
voted the proxies for securities it owned during the 12  
months ended June 30. To get the report, visit either  
vanguard.com/proxyreporting or sec.gov.  
 
You can review and copy information about your fund at  
the SEC’s Public Reference Room in Washington, D.C. To  
find out more about this public service, call the SEC 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 email addressed to  
publicinfo@sec.gov or via regular mail addressed to the  
Public Reference Section, Securities and Exchange  
Commission, Washington, DC 20549-1520.  
 
  © 2016 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q1140 112016

 



Annual Report | September 30, 2016

Vanguard Capital Opportunity Fund


 

A new format, unwavering commitment

As you begin reading this report, you’ll notice that we’ve made some improvements to the opening sections—based on feedback from you, our clients.

Page 1 starts with a new ”Your Fund’s Performance at a Glance,” a concise, handy summary of how your fund performed during the period.

In the renamed ”Chairman’s Perspective,” Bill McNabb will focus on enduring principles and investment insights.

We’ve modified some tables, and eliminated some redundancy, but we haven’t removed any information.

At Vanguard, we’re always looking for better ways to communicate and to help you make sound investment decisions. Thank you for entrusting your assets to us.

Contents  
Your Fund’s Performance at a Glance. 1
Chairman’s Perspective. 3
Advisor’s Report. 6
Fund Profile. 9
Performance Summary. 11
Financial Statements. 13
Your Fund’s After-Tax Returns. 25
About Your Fund’s Expenses. 26
Glossary. 28

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.
About the cover: No matter what language you speak, Vanguard has one consistent message and set of principles. Our primary
focus is on you, our clients. We conduct our business with integrity as a faithful steward of your assets. This message is shown
translated into seven languages, reflecting our expanding global presence.


 

Your Fund’s Performance at a Glance

• Vanguard Capital Opportunity Fund returned about 15% for the 12 months ended September 30, 2016, exceeding the return of about 11% for its benchmark, the Russell Midcap Growth Index, and the nearly 9% average return of its multi-capitalization growth fund peers.

• Value stocks outpaced their growth counterparts for the period. All of the Capital Opportunity Fund’s industry sectors posted gains.

• PRIMECAP Management Company, the fund’s advisor, traditionally invests most heavily in the information technology and health care sectors. The Capital Opportunity Fund’s technology stocks advanced about 38%, well ahead of those in the benchmark, and contributed nearly 12 percentage points to results. The fund’s health care stocks returned about 8%, less than those in the benchmark, and added about 2 percentage points to results.

Total Returns: Fiscal Year Ended September 30, 2016  
  Total
  Returns
Vanguard Capital Opportunity Fund  
Investor Shares 15.20%
Admiral™ Shares 15.28
Russell Midcap Growth Index 11.24
Multi-Cap Growth Funds Average 8.91
Multi-Cap Growth Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.
Admiral Shares carry lower expenses and are available to investors who meet certain account-balance requirements.

 

Total Returns: Ten Years Ended September 30, 2016  
  Average
  Annual Return
Capital Opportunity Fund Investor Shares 9.42%
Russell Midcap Growth Index 8.51
Multi-Cap Growth Funds Average 6.81
Multi-Cap Growth Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

 

The figures shown represent past performance, which is not a guarantee of future results. (Current performance may be
lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our
website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so
an investor’s shares, when sold, could be worth more or less than their original cost.

1


 

Expense Ratios      
Your Fund Compared With Its Peer Group      
  Investor Admiral Peer Group
  Shares Shares Average
Capital Opportunity Fund 0.45% 0.38% 1.25%

The fund expense ratios shown are from the prospectus dated January 28, 2016, and represent estimated costs for the current fiscal year. For
the fiscal year ended September 30, 2016, the fund’s expense ratios were 0.45% for Investor Shares and 0.38% for Admiral Shares. The
peer-group expense ratio is derived from data provided by Lipper, a Thomson Reuters Company, and captures information through year-end
2015.

Peer group: Multi-Cap Growth Funds.

2


 

Chairman’s Perspective


Bill McNabb
Chairman and Chief Executive Officer

Dear Shareholder,

If you think you’ve had reason to feel uneasy about the investment environment lately, you’re not imagining things. In just the past few months, we’ve seen economic uncertainty, intense political polarization, and super-low bond yields. Yet at the same time, the stock market kept pushing higher.

In this confusing and sometimes contradictory climate, you may be asking yourself a question that I hear often: How do I make sense of all this, keep investing, and still get a good night’s sleep?

As with any problem, there are multiple ways to go at it. But there’s one approach in particular that is simple, straightforward, and nearly foolproof: Save more money. Not only can saving more give you a greater sense of control over your investment plan, it can help compensate for long-term returns that, in our estimation, could fall short of historical averages.

I love the way one of our investment pros put it. Fran Kinniry this summer told The Wall Street Journal, “Investing is always a partnership between you and the markets.” He explained that the markets carried more than their fair share of the weight for a couple of decades, through the 1990s, providing outsized returns that made the investor’s half of the partnership relatively light work. “But now you are going to have to be the majority partner.”

Sobering? Sure. Hopeless? Definitely not.

3


 

Over the 12 months since last September, U.S. stocks returned 15%, though the rise has not been a one-way ticket straight up. International markets have also posted strong returns, but lower than those of the broad U.S. market. The decision by United Kingdom voters in June to exit the European Union came as a surprise but caused market heartburn for only a few days.

In fixed income, yields remained extremely low—about 1.60% on the 10-year U.S. Treasury note at the end of September, after dipping below 1.40% over the summer. And bond yields in some international markets were negative.

Even this relatively small window of time illustrates a truism of the financial markets: There will always be segments that perform well and others that don’t. Saving more saves you from trying to control the uncontrollable—how economies and the markets perform. And it keeps you in control of one of the most vital parts of your investment program.

Although the “save more” logic is easy to grasp, it’s not always easy to follow. Bills, illness, the loss of a job—these can affect any of us.

But whatever our circumstances, figuring out how to save more is worth the effort. It requires that we make difficult decisions to forgo some consumption today to increase the likelihood of consuming (or consuming more) in the future. This is the very heart of investing. Sacrifices are never fun, so consider carrying them out systematically and in doses that you

Market Barometer      
  Average Annual Total Returns
  Periods Ended September 30, 2016
  One Three Five
  Year Years Years
Stocks      
Russell 1000 Index (Large-caps) 14.93% 10.78% 16.41%
Russell 2000 Index (Small-caps) 15.47 6.71 15.82
Russell 3000 Index (Broad U.S. market) 14.96 10.44 16.36
FTSE All-World ex US Index (International) 9.62 0.71 6.50
 
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index      
(Broad taxable market) 5.19% 4.03% 3.08%
Bloomberg Barclays Municipal Bond Index      
(Broad tax-exempt market) 5.58 5.54 4.48
Citigroup Three-Month U.S. Treasury Bill Index 0.20 0.06 0.06
 
CPI      
Consumer Price Index 1.46% 1.03% 1.25%

 

4


 

can be comfortable with—for instance, gradually getting up to the max in your IRA, or adding a percentage point or so to the amount you stash in your employer’s retirement plan. As a point of reference, we generally suggest that investors strive for a retirement savings rate of 12%–15%, including any employer contributions.

If you need more convincing about the wisdom of the “save more” course of action, it might be helpful to examine your alternatives. This list is by no means exhaustive, but it hits on a few of the big ones, and none are without risk.

• Reach for yield. With yields so low on many types of bonds, it’s tempting to find the corners of the fixed income market where payouts are juicier. But with the juice comes considerable risk. You need to be aware that you’d be taking on more risk—and how much more.

• Go all-in on a hot-performing asset class or fund. By now, you know better than that, right?

• Sit tight. This approach isn’t a terrible idea; it’s better than panicking and deciding to just “do something,” particularly if that means changing your approach in response to the market’s movements.

Here’s the inescapably challenging part of your partnership with the markets: In the short run, your “partner” is fickle, emotional, and wildly unpredictable. But in the long run, your partner is mostly rational and extremely helpful.

The best way to minimize your vulnerability to the market’s mood swings, and to maximize the benefit of your partner’s longer-term strengths, is to expect less and save more. Maybe the markets will deliver better-than-expected returns. Maybe they’ll be consistent with our more modest expectations. In either case, a higher savings rate can help put you in a better position to reach your goals.

As always, thank you for investing with Vanguard.

Sincerely,


F. William McNabb III
Chairman and Chief Executive Officer
October 18, 2016

5


 

Advisor’s Report

For the fiscal year ended September 30, 2016, Vanguard Capital Opportunity Fund returned 15.20% for Investor Shares and 15.28% for Admiral Shares. These results exceeded the 11.24% return of its benchmark, the Russell Midcap Growth Index, and the 8.91% average return of its multi-capitalization growth fund competitors, but were slightly below the 15.43% return of the Standard and Poor’s 500 Index which serves as a proxy for the broad market in the attribution discussion that follows.

The fund’s information technology portfolio was the most significant contributor to its absolute and relative results, returning 38%, compared with the 23% return of the S&P 500 Information Technology Index. The fund’s overweight position in health care detracted from returns relative to the S&P 500 Index, as did the poor relative performance of its industrial holdings, which returned 6%, compared with the 19% return of the S&P 500 Industrials Index. Financials were a bright spot for the fund thanks to the combined benefit of an underweight position (financials were the worst-performing sector over the period) and favorable stock selection.

The investment environment

The investment environment has been inhospitable for active managers recently, with the vast majority of large-capitalization growth stock funds underperforming their benchmarks in calendar year 2016. The dispersion of sector returns has been extreme, as have the pace and magnitude of changes in market leadership.

For example, during the first quarter alone, the best-performing sector in the S&P 500 Index, telecommunication services (+17%), returned nearly 22 percentage points more than the worst-performing sector, financials (–5%). Telecommunication services (+25%) and utilities (+23%), which led the market for the first six months of the calendar year (compared with the 4% total return of the S&P 500 Index), were the worst-performing sectors during the third calendar quarter, when each returned –6% (compared with the 4% total return of the S&P 500 Index). Conversely, information technology, which had a slightly negative total return in the first half of the year, far exceeded all other sectors during the third quarter, returning 12%.

Portfolio update

The portfolio remained heavily overweighted in information technology and health care stocks, which had a combined ending weight of 65%, compared with 36% in the S&P 500 Index. The portfolio’s most significant underweights were in consumer staples, energy, real estate, and utilities; those sectors’ combined ending weight was less than 1%, compared with 24% in the S&P 500 Index. The portfolio also was underweighted in consumer discretionary, financials, materials, and telecommunication services. Combined, they represented 15% of assets at the end of the period, compared with 31% in the S&P 500 Index.

In information technology, the fund is most overweighted in semiconductors and semiconductor equipment (11% versus 3% for the S&P 500 Index) and electronic equipment instruments and components

6


 

(5% versus 0.4%). Semiconductors were the sector’s best-performing industry for both the fund (+50%) and the index (+39%), with the fund’s outperformance driven by NVIDIA (+181%) and Texas Instruments (+45%). The fund’s electronic equipment instruments and components holdings returned 41%, exceeding the index return because of Trimble (+74%), Corning (+42%), and Flex (+29%). Software holdings returned 26%, as Adobe Systems (+32%) was offset by Nuance Communications (–11%), and hardware holdings returned 30%, led by Hewlett Packard Enterprise (+59%), HP (+30%), and BlackBerry (+30%). The fund’s internet holdings returned 39%, led by Alibaba (+79%).

In health care, the fund is most overweighted in biotechnology and pharmaceutical stocks, whose 24% combined weighting at the end of the period was approximately triple their weighting in the S&P 500 Index. The portfolio’s biotechnology holdings returned 8%. Biogen (+7%), the fund’s largest holding, suffered several setbacks during the fiscal year but rebounded strongly during the third quarter, returning 29% in part on rumors that the company could be acquired. The fund’s pharmaceutical holdings returned –4%, below the index return, as Eli Lilly (–2%), Roche (–2%), and Novartis (–11%) underperformed.

The fund is also significantly overweighted in industrial stocks (16% versus 10% for the S&P 500 Index) due to its investments in airlines (8% versus 1% for the index) and air freight and logistics (3% versus 1%). Airlines were the worst-performing group in industrials last fiscal year, and the –7% return of the fund’s airline holdings accounted for most of the underperfor-mance in industrials.

As of September 30, 2016, the fund’s top ten holdings represented 36% of assets.

Advisor perspectives

Our search for new investments often begins by researching out-of-favor companies and industries. Over the last several years, the information technology industry has been disrupted by cloud computing and the associated shift to subscription-based pricing models, the rise of smartphones and concomitant erosion of the personal computer market, and the advent of social networking. The industry has always been characterized by such disruptive innovations, which force incumbents to internally develop or acquire next-generation technologies in order to survive. Although such transitions carry significant risks, investors who focus solely on the threats posed by next-generation technologies often ignore the significant intellectual capital, established sales and distribution channels, and sizable cash flows the “old technology” incumbents bring to bear.

Several years ago, Adobe and Microsoft were dismissed as “old technology” companies tied to legacy business models. Their software was delivered from locally deployed servers or personal computers and sold as perpetual licenses with annual maintenance contracts, whereas next-generation competitors delivered their software from the cloud and sold monthly subscriptions.

7


 

At the end of 2011, Adobe traded for $28 per share, or 11.5 times the 2012 estimated earnings per share (EPS) of $2.45, while at the end of 2012, Microsoft sold for $27 per share, or 8.8 times the 2013 estimated EPS of $3.04. In Adobe’s case, as it became clear that the company’s transition to a software-as-a-service (SaaS) model would be successful, investors overlooked the negative near-term financial impact of the transition and began to value the stock based on its long-term earnings potential. Adobe currently trades for $107, or 27.3 times the 2017 estimated EPS of $3.97. In Microsoft’s case, the transitioning of its existing software to a SaaS model was accompanied by the creation of entirely new cloud computing businesses, which gave investors confidence that the company would remain a valued partner to its business customers as they shifted their internal IT environments to the cloud. Microsoft currently sells for $57, or 18.7 times the 2017 estimated EPS of $3.06.

The portfolio contains a number of stocks of “old technology” companies, including Intel (13.3 times the 2017 estimated EPS), Hewlett Packard Enterprise (10.6 times), HP Inc. (9.6 times), Micron Technology (13.1 times), NetApp (13.2 times), and QUALCOMM (13.8 times). Each company faces unique challenges, but each possesses significant competitive advantages and has the potential to exceed the market’s modest expectations.

Outside of information technology, we remain enthusiastic about the fund’s airline holdings, whose extraordinarily low valuation multiples reflect a high degree of skepticism about their ability to sustain current profits. We are more sanguine about the outlook for airline industry profitability, as we believe industry supply and demand dynamics are favorable.

We also find many financials to be attractively valued, particularly large banks that are trading near book value and could benefit significantly from rising interest rates. Finally, we are excited by the prospects for our health care holdings, many of which currently trade at or below the S&P 500 Index forward price-to-earnings multiple in spite of superior secular growth prospects. In the short term, however, we expect significant volatility in this area, as two of the fund’s largest holdings, Biogen and Eli Lilly, present data related to their respective Alzheimer’s drugs later this year.

Conclusion

As bottom-up stock pickers, we spend our time searching for stocks with long-term prospects we find to be materially better than market prices would seem to imply. Our approach often results in portfolios that bear little resemblance to market indexes, creating the possibility for substantial deviations in relative performance. For example, our relative returns were significantly negative during the first half of calendar 2016 when the fund’s overweighted sectors and industries underperformed, and we expect to experience similar conditions in the future. We nonetheless believe that this approach can generate superior results for shareholders over the long term.

PRIMECAP Management Company

October 21, 2016

8


 

Capital Opportunity Fund

Fund Profile
As of September 30, 2016

Share-Class Characteristics  
  Investor Admiral
  Shares Shares
Ticker Symbol VHCOX VHCAX
Expense Ratio1 0.45% 0.38%
30-Day SEC Yield 0.74% 0.81%

 

Portfolio Characteristics    
      DJ
      U.S.
    Russell Total
    Midcap Market
    Growth FA
  Fund Index Index
Number of Stocks 135 464 3,850
Median Market Cap $39.2B $11.4B $51.8B
Price/Earnings Ratio 24.1x 28.7x 23.7x
Price/Book Ratio 3.6x 5.4x 2.8x
Return on Equity 14.7% 19.6% 16.6%
Earnings Growth      
Rate 11.1% 11.7% 7.6%
Dividend Yield 1.2% 1.1% 2.0%
Foreign Holdings 10.8% 0.0% 0.0%
Turnover Rate 6%
Short-Term      
Reserves 3.6%

 

Volatility Measures    
  Russell DJ
  Midcap U.S. Total
  Growth Market
  Index FA Index
R-Squared 0.84 0.74
Beta 0.98 1.01
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)
Biogen Inc. Biotechnology 6.0%
Amgen Inc. Biotechnology 5.1
Eli Lilly & Co. Pharmaceuticals 4.4
Alphabet Inc. Internet Software &  
  Services 3.2
BioMarin Pharmaceutical    
Inc. Biotechnology 3.1
Southwest Airlines Co. Airlines 3.1
FedEx Corp. Air Freight &  
  Logistics 3.0
Roche Holding AG Pharmaceuticals 2.7
NVIDIA Corp. Semiconductors 2.7
Adobe Systems Inc. Application Software 2.6
Top Ten   35.9%
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 28, 2016, and represent estimated costs for the current fiscal year. For the fiscal
year ended September 30, 2016, the expense ratios were 0.45% for Investor Shares and 0.38% for Admiral Shares.

9


 

Capital Opportunity Fund

Sector Diversification (% of equity exposure)
    Russell DJ
    Midcap U.S. Total
    Growth Market
  Fund Index FA Index
Consumer      
Discretionary 9.4% 23.4% 12.8%
Consumer Staples 0.0 7.4 8.7
Energy 0.6 1.5 6.7
Financials 3.9 4.9 13.3
Health Care 33.1 16.2 14.2
Industrials 16.8 13.9 10.3
Information      
Technology 34.0 22.2 20.7
Materials 1.8 5.1 3.3
Real Estate 0.0 4.8 4.3
Telecommunication      
Services 0.4 0.5 2.4
Utilities 0.0 0.1 3.3

 

10


 

Capital Opportunity Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Cumulative Performance: September 30, 2006, Through September 30, 2016
Initial Investment of $10,000

 

    Average Annual Total Returns  
    Periods Ended September 30, 2016  
          Final Value
    One Five Ten of a $10,000
    Year Years Years Investment
  Capital Opportunity Fund Investor        
  Shares 15.20% 19.53% 9.42% $24,600
•••••••• Russell Midcap Growth Index 11.24 15.85 8.51 22,628
– – – – Multi-Cap Growth Funds Average 8.91 14.29 6.81 19,332
  Dow Jones U.S. Total Stock Market        
  Float Adjusted Index 14.93 16.30 7.49 20,592
Multi-Cap Growth Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

 

        Final Value
  One Five Ten of a $50,000
  Year Years Years Investment
Capital Opportunity Fund Admiral Shares 15.28% 19.61% 9.50% $123,908
Russell Midcap Growth Index 11.24 15.85 8.51 113,142
Dow Jones U.S. Total Stock Market Float        
Adjusted Index 14.93 16.30 7.49 102,961

 

See Financial Highlights for dividend and capital gains information.

11


 

Capital Opportunity Fund

Fiscal-Year Total Returns (%): September 30, 2006, Through September 30, 2016


12


 

Capital Opportunity Fund

Financial Statements

Statement of Net Assets
As of September 30, 2016

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. 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 (96.7%)    
Consumer Discretionary (9.1%)  
* CarMax Inc. 4,610,697 245,981
  TJX Cos. Inc. 2,600,900 194,495
  Carnival Corp. 3,487,600 170,265
  Royal Caribbean    
  Cruises Ltd. 1,827,000 136,934
*,^ Tesla Motors Inc. 597,566 121,921
* Amazon.com Inc. 64,630 54,115
  Sony Corp. ADR 1,570,800 52,166
* Norwegian Cruise Line    
  Holdings Ltd. 1,255,200 47,321
  Ross Stores Inc. 613,100 39,422
  Gildan Activewear Inc.    
  Class A 1,240,000 34,658
  L Brands Inc. 480,000 33,970
  Bed Bath & Beyond Inc. 703,700 30,336
* Shutterfly Inc. 533,650 23,822
  Las Vegas Sands Corp. 340,000 19,564
  Tribune Media Co.    
  Class A 503,000 18,369
* Ascena Retail Group Inc. 1,175,200 6,569
  Newell Brands Inc. 86,200 4,539
  Lowe’s Cos. Inc. 59,200 4,275
  Lions Gate Entertainment    
  Corp. 155,000 3,098
* tronc Inc. 120,000 2,026
  Carter’s Inc. 23,120 2,005
* AutoZone Inc. 2,475 1,902
  Marriott International Inc.    
  Class A 20,000 1,347
  Hilton Worldwide    
  Holdings Inc. 34,000 780
* Cabela’s Inc. 10,000 549
      1,250,429
Energy (0.5%)    
  Cabot Oil & Gas Corp. 1,290,000 33,282
* Southwestern Energy Co. 2,000,000 27,680
  Schlumberger Ltd. 57,065 4,488
* Transocean Ltd. 385,000 4,104
  National Oilwell Varco Inc. 75,000 2,755
^ Frank’s International NV 100,000 1,300
  Ensco plc Class A 143,340 1,218
  Range Resources Corp. 30,000 1,163
      75,990
Financials (3.8%)    
  Charles Schwab Corp. 7,531,300 237,763
* E*TRADE Financial Corp. 3,823,100 111,329
  JPMorgan Chase & Co. 775,351 51,631
  Northern Trust Corp. 736,700 50,088
  Discover Financial    
  Services 545,100 30,825
  CME Group Inc. 162,950 17,032
  Progressive Corp. 416,600 13,123
  Travelers Cos. Inc. 32,000 3,666
  Chubb Ltd. 2,407 302
      515,759
Health Care (32.0%)    
* Biogen Inc. 2,633,838 824,470
  Amgen Inc. 4,215,900 703,254
  Eli Lilly & Co. 7,454,400 598,290
* BioMarin    
  Pharmaceutical Inc. 4,606,100 426,156
  Roche Holding AG 1,506,800 373,289
  Novartis AG ADR 3,007,200 237,449
* QIAGEN NV 7,983,500 219,067
* Illumina Inc. 1,168,900 212,342
  Medtronic plc 1,989,100 171,858
* Boston Scientific Corp. 6,198,800 147,531
* Seattle Genetics Inc. 1,834,500 99,081
  Thermo Fisher    
  Scientific Inc. 517,100 82,250
* Edwards Lifesciences    
  Corp. 560,000 67,514
  PerkinElmer Inc. 997,000 55,942
  Abbott Laboratories 1,299,600 54,960
* Alkermes plc 750,000 35,272
* Charles River Laboratories    
  International Inc. 420,000 35,003
* Waters Corp. 145,000 22,981

 

13


 

Capital Opportunity Fund

      Market
      Value
    Shares ($000)
  Agilent Technologies Inc. 233,000 10,972
  AstraZeneca plc ADR 177,500 5,833
  Zimmer Biomet    
  Holdings Inc. 27,800 3,615
*,^ ImmunoGen Inc. 1,160,800 3,111
* Cerner Corp. 10,000 618
      4,390,858
Industrials (16.3%)    
  Southwest Airlines Co. 10,935,100 425,266
  FedEx Corp. 2,336,474 408,135
* United Continental    
  Holdings Inc. 4,376,200 229,619
  American Airlines    
  Group Inc. 5,203,400 190,497
  Delta Air Lines Inc. 4,690,000 184,599
  Airbus Group SE 2,918,040 176,510
* JetBlue Airways Corp. 6,985,150 120,424
* Jacobs Engineering    
  Group Inc. 2,233,419 115,513
  Ritchie Bros Auctioneers    
  Inc. (New York Shares) 2,487,000 87,219
  Union Pacific Corp. 672,000 65,540
  Rockwell Automation Inc. 520,450 63,672
  IDEX Corp. 595,900 55,758
* AECOM 1,680,000 49,946
  Curtiss-Wright Corp. 465,000 42,366
* Spirit Airlines Inc. 198,235 8,431
  Textron Inc. 75,000 2,981
^ Chicago Bridge & Iron    
  Co. NV 100,000 2,803
* Esterline Technologies    
  Corp. 30,631 2,329
      2,231,608
Information Technology (32.9%)  
  NVIDIA Corp. 5,317,400 364,348
* Adobe Systems Inc. 3,325,700 360,971
  Texas Instruments Inc. 4,480,300 314,427
  NetApp Inc. 7,456,200 267,081
  Microsoft Corp. 4,530,000 260,928
* Alibaba Group Holding    
  Ltd. ADR 2,204,200 233,182
* Alphabet Inc. Class A 279,630 224,839
* Alphabet Inc. Class C 283,622 220,457
* Flex Ltd. 14,833,902 202,038
  Corning Inc. 8,080,000 191,092
* Trimble Navigation Ltd. 6,465,500 184,655
* Micron Technology Inc. 7,881,000 140,124
  KLA-Tencor Corp. 1,754,000 122,271
  QUALCOMM Inc. 1,735,300 118,868
* Cree Inc. 3,944,900 101,463
*,1 Descartes Systems    
  Group Inc. 4,645,000 99,960
  Visa Inc. Class A 1,071,400 88,605
  ASML Holding NV 800,000 87,664
* BlackBerry Ltd. 9,408,200 75,077
*,1 FormFactor Inc. 5,809,700 63,035
* Rambus Inc. 4,980,000 62,250
  Hewlett Packard    
  Enterprise Co. 2,690,000 61,197
  Plantronics Inc. 1,150,000 59,754
*,^ VMware Inc. Class A 607,700 44,575
  HP Inc. 2,860,000 44,416
* NeuStar Inc. Class A 1,653,416 43,964
* Electronic Arts Inc. 500,000 42,700
  Intuit Inc. 320,000 35,203
* Entegris Inc. 2,019,231 35,175
* Nuance    
  Communications Inc. 2,395,000 34,728
^ Telefonaktiebolaget LM    
  Ericsson ADR 4,230,000 30,498
  Intel Corp. 800,000 30,200
  Apple Inc. 261,000 29,506
* PayPal Holdings Inc. 640,000 26,221
  Jabil Circuit Inc. 1,186,000 25,879
* eBay Inc. 762,100 25,073
  Teradyne Inc. 1,085,000 23,414
* Keysight Technologies Inc. 732,000 23,197
* Yahoo! Inc. 526,300 22,684
* Dell Technologies Inc -    
  VMware Inc 424,069 20,270
  Western Digital Corp. 302,439 17,684
  Analog Devices Inc. 230,000 14,824
  Applied Materials Inc. 425,000 12,814
* Ciena Corp. 500,000 10,900
* F5 Networks Inc. 51,650 6,438
* Mobileye NV 117,431 4,999
* salesforce.com Inc. 47,800 3,410
  Mastercard Inc. 15,000 1,527
* Workday Inc. Class A 10,000 917
      4,515,502
Materials (1.7%)    
  Monsanto Co. 2,318,786 236,980
 
Telecommunication Services (0.4%)  
  AT&T Inc. 1,308,426 53,135
* Sprint Corp. 230,000 1,525
      54,660
Total Common Stocks    
(Cost $6,453,456)   13,271,786
Temporary Cash Investments (3.9%)  
Money Market Fund (3.9%)    
2,3 Vanguard Market    
  Liquidity Fund, 0.640%    
  (Cost $536,955) 5,369,255 536,979
Total Investments (100.6%)    
(Cost $6,990,411)   13,808,765

 

14


 

Capital Opportunity Fund

    Amount
    ($000)
Other Assets and Liabilities (-0.6%)    
Other Assets    
Investment in Vanguard   1,038
Receivables for Investment Securities Sold 1,145
Receivables for Accrued Income   11,803
Receivables for Capital Shares Issued   5,397
Other Assets   4,140
Total Other Assets   23,523
Liabilities    
Payables for Investment Securities    
Purchased   (2,623)
Collateral for Securities on Loan   (45,779)
Payables for Investment Advisor   (8,150)
Payables for Capital Shares Redeemed   (30,388)
Payables to Vanguard   (16,541)
Other Liabilities   (2,147)
Total Liabilities   (105,629)
Net Assets (100%) 13,726,659

 

At September 30, 2016, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 6,189,632
Undistributed Net Investment Income 63,405
Accumulated Net Realized Gains 655,402
Unrealized Appreciation (Depreciation)  
Investment Securities 6,818,354
Foreign Currencies (134)
Net Assets 13,726,659
 
 
Investor Shares—Net Assets  
Applicable to 38,808,060 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 2,134,031
Net Asset Value Per Share—  
Investor Shares $54.99
 
 
Admiral Shares—Net Assets  
Applicable to 91,278,253 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 11,592,628
Net Asset Value Per Share—  
Admiral Shares $127.00

See Note A in Notes to Financial Statements.
* Non-income-producing security.
^ Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $44,669,000.
1 Considered an affiliated company of the fund as the fund owns more than 5% of the outstanding voting securities of such company.
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 $45,779,000 of collateral received for securities on loan.
ADR—American Depositary Receipt.
See accompanying Notes, which are an integral part of the Financial Statements.

15


 

Capital Opportunity Fund

Statement of Operations

  Year Ended
  September 30, 2016
  ($000)
Investment Income  
Income  
Dividends1 148,541
Interest 2,200
Securities Lending—Net 2,944
Total Income 153,685
Expenses  
Investment Advisory Fees—Note B 31,992
The Vanguard Group—Note C  
Management and Administrative—Investor Shares 4,019
Management and Administrative—Admiral Shares 13,251
Marketing and Distribution—Investor Shares 415
Marketing and Distribution—Admiral Shares 701
Custodian Fees 273
Auditing Fees 33
Shareholders’ Reports—Investor Shares 36
Shareholders’ Reports—Admiral Shares 45
Trustees’ Fees and Expenses 15
Total Expenses 50,780
Net Investment Income 102,905
Realized Net Gain (Loss)  
Investment Securities Sold 737,756
Foreign Currencies (72)
Realized Net Gain (Loss) 737,684
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 1,030,201
Foreign Currencies 78
Change in Unrealized Appreciation (Depreciation) 1,030,279
Net Increase (Decrease) in Net Assets Resulting from Operations 1,870,868
1 Dividends are net of foreign withholding taxes of $4,594,000.

 

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

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Capital Opportunity Fund

Statement of Changes in Net Assets

  Year Ended September 30,
  2016 2015
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 102,905 98,542
Realized Net Gain (Loss) 737,684 706,716
Change in Unrealized Appreciation (Depreciation) 1,030,279 (559,499)
Net Increase (Decrease) in Net Assets Resulting from Operations 1,870,868 245,759
Distributions    
Net Investment Income    
Investor Shares (13,445) (16,335)
Admiral Shares (71,675) (69,765)
Realized Capital Gain1    
Investor Shares (109,093) (99,546)
Admiral Shares (507,435) (370,543)
Total Distributions (701,648) (556,189)
Capital Share Transactions    
Investor Shares (336,913) (487,925)
Admiral Shares 32,413 816,562
Net Increase (Decrease) from Capital Share Transactions (304,500) 328,637
Total Increase (Decrease) 864,720 18,207
Net Assets    
Beginning of Period 12,861,939 12,843,732
End of Period2 13,726,659 12,861,939

1 Includes fiscal 2016 and 2015 short-term gain distributions totaling $3,304,000 and $10,268,000, respectively. Short-term gain distributions
are treated as ordinary income dividends for tax purposes.
2 Net Assets—End of Period includes undistributed (overdistributed) net investment income of $63,405,000 and $51,816,000.

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

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Capital Opportunity Fund

Financial Highlights

Investor Shares          
 
For a Share Outstanding Year Ended September 30,
Throughout Each Period 2016 2015 2014 2013 2012
Net Asset Value, Beginning of Period $50.25 $51.42 $44.57 $33.22 $28.17
Investment Operations          
Net Investment Income .375 .349 .272 .270 .216
Net Realized and Unrealized Gain (Loss)          
on Investments 7.090 .666 8.314 12.395 6.464
Total from Investment Operations 7.465 1.015 8.586 12.665 6.680
Distributions          
Dividends from Net Investment Income (. 299) (. 308) (. 072)1 (. 385)1 (.161)
Distributions from Realized Capital Gains (2.426) (1.877) (1.664) (.930) (1.469)
Total Distributions (2.725) (2.185) (1.736) (1.315) (1.630)
Net Asset Value, End of Period $54.99 $50.25 $51.42 $44.57 $33.22
 
Total Return2 15.20% 1.72% 19.85% 39.40% 24.62%
 
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $2,134 $2,283 $2,793 $2,720 $2,432
Ratio of Total Expenses to Average Net Assets 0.45% 0.45% 0.47% 0.48% 0.48%
Ratio of Net Investment Income to          
Average Net Assets 0.73% 0.65% 0.57% 0.68% 0.67%
Portfolio Turnover Rate 6% 7% 7% 9% 9%

1 Fiscal 2013 dividends from net investment income include $.157 per share from a dividend received from ASML Holding NV. Subsequent to
the payment of the fund’s dividend from net investment income in December 2012, the ASML dividend was reallocated to return of capital.
The reallocation reduced the fund’s dividend from net investment income in December 2013. The reallocation had no impact on net assets,
net asset values per share, or total returns.
2 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide
information about any applicable transaction and account service fees.

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

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Capital Opportunity Fund

Financial Highlights

Admiral Shares          
 
For a Share Outstanding Year Ended September 30,
Throughout Each Period 2016 2015 2014 2013 2012
Net Asset Value, Beginning of Period $116.06 $118.79 $102.97 $76.75 $65.10
Investment Operations          
Net Investment Income .965 .916 .728 .707 .559
Net Realized and Unrealized Gain (Loss)          
on Investments 16.366 1.504 19.185 28.613 14.917
Total from Investment Operations 17.331 2.420 19.913 29.320 15.476
Distributions          
Dividends from Net Investment Income (.791) (.816) (.251)1 (. 953)1 (.434)
Distributions from Realized Capital Gains (5.600) (4.334) (3.842) (2.147) (3.392)
Total Distributions (6.391) (5.150) (4.093) (3.100) (3.826)
Net Asset Value, End of Period $127.00 $116.06 $118.79 $102.97 $76.75
 
Total Return2 15.28% 1.78% 19.94% 39.50% 24.69%
 
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $11,593 $10,579 $10,051 $7,927 $5,045
Ratio of Total Expenses to Average Net Assets 0.38% 0.38% 0.40% 0.41% 0.41%
Ratio of Net Investment Income to          
Average Net Assets 0.80% 0.72% 0.64% 0.75% 0.74%
Portfolio Turnover Rate 6% 7% 7% 9% 9%

1 Fiscal 2013 dividends from net investment income include $.363 per share from a dividend received from ASML Holding NV. Subsequent to
the payment of the fund’s dividend from net investment income in December 2012, the ASML dividend was reallocated to return of capital.
The reallocation reduced the fund’s dividend from net investment income in December 2013. The reallocation had no impact on net assets,
net asset values per share, or total returns.
2 Total returns do not include transaction or account service fees that may have applied in the periods shown. Fund prospectuses provide
information about any applicable transaction and account service fees.

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

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Capital Opportunity Fund

Notes to Financial Statements

Vanguard Capital Opportunity 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, and account-size criteria.

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

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued at their fair values calculated according to procedures adopted by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts, or exchange-traded funds), between the time the foreign markets close and the fund’s pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value.

2. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).

3. 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, 2013–2016), 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. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the

20


 

Capital Opportunity Fund

fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the absence of a default the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Net Assets for the return of the collateral, during the period the securities are on loan. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.

6. Credit Facility: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $3.1 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. Borrowings may be utilized for temporary and emergency purposes, and are subject to the fund’s regulatory and contractual borrowing restrictions. The participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn amount of the facility; these fees are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under this facility bear interest at a rate based upon the higher of the one-month London Interbank Offered Rate, federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread.

The fund had no borrowings outstanding at September 30, 2016, or at any time during the period then ended.

7. 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. PRIMECAP Management Company provides investment advisory services to the fund for a fee calculated at an annual percentage rate of average net assets. For the year ended September 30, 2016, the investment advisory fee represented an effective annual rate of 0.24% of the fund’s average net assets.

C. In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund corporate management, administrative, marketing, and distribution services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees. Vanguard does not require reimbursement in the current period for certain costs of operations (such as deferred compensation/benefits and risk/insurance costs); the fund’s liability for these costs of operations is included in Payables to Vanguard on the Statement of Net Assets.

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Capital Opportunity Fund

Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At September 30, 2016, the fund had contributed to Vanguard capital in the amount of $1,038,000, representing 0.01% of the fund’s net assets and 0.42% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.

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

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

The following table summarizes the market value of the fund’s investments as of September 30, 2016, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 12,721,987 549,799
Temporary Cash Investments 536,979
Total 13,258,966 549,799

 

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.

During the year ended September 30, 2016, the fund realized net foreign currency losses of $72,000, which decreased distributable net income for tax purposes; accordingly, such losses have been reclassified from accumulated net realized gains to undistributed net investment income.

The fund used a tax accounting practice to treat a portion of the price of capital shares redeemed during the year as distributions from net investment income and realized capital gains. Accordingly, the fund has reclassified $6,124,000 from undistributed net investment income, and $44,006,000 from accumulated net realized gains, to paid-in capital.

For tax purposes, at September 30, 2016, the fund had $89,419,000 of ordinary income and $645,231,000 of long-term capital gains available for distribution.

At September 30, 2016, the cost of investment securities for tax purposes was $6,990,411,000. Net unrealized appreciation of investment securities for tax purposes was $6,818,354,000, consisting of unrealized gains of $7,128,078,000 on securities that had risen in value since their purchase and $309,724,000 in unrealized losses on securities that had fallen in value since their purchase.

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Capital Opportunity Fund

F. During the year ended September 30, 2016, the fund purchased $793,200,000 of investment securities and sold $1,415,526,000 of investment securities, other than temporary cash investments.

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

  Year Ended September 30,
  2016 2015
  Amount Shares Amount Shares
  ($000) (000) ($000) (000)
Investor Shares        
Issued 188,678 3,739 365,789 6,845
Issued in Lieu of Cash Distributions 117,285 2,266 111,603 2,090
Redeemed (642,876) (12,626) (965,317) (17,816)
Net Increase (Decrease)—Investor Shares (336,913) (6,621) (487,925) (8,881)
Admiral Shares        
Issued 620,027 5,277 1,187,443 9,514
Issued in Lieu of Cash Distributions 526,393 4,406 403,938 3,277
Redeemed (1,114,007) (9,555) (774,819) (6,256)
Net Increase (Decrease)—Admiral Shares 32,413 128 816,562 6,535

 

H. Certain of the fund’s investments are in companies that are considered to be affiliated companies of the fund because the fund owns more than 5% of the outstanding voting securities of the company or the issuer is another member of The Vanguard Group. Transactions during the period in securities of these companies were as follows:

    Current Period Transactions  
  Sept. 30,   Proceeds     Sept. 30,
  2015   from   Capital Gain 2016
  Market Purchases Securities   Distributions Market
  Value at Cost Sold1 Income Received Value
  ($000) ($000) ($000) ($000) ($000) ($000)
Descartes Systems Group Inc. 82,170 99,960
FormFactor Inc. 39,390 63,035
Vanguard Market Liquidity Fund 877,225 NA2 NA 2 2,200 536,979
Total 998,785     2,200 699,974
1 Includes net realized gain (loss) on affiliated investment securities sold of $6,000.
2 Not applicable—purchases and sales are for temporary cash investment purposes.

 

I. Management has determined that no material events or transactions occurred subsequent to September 30, 2016, that would require recognition or disclosure in these financial statements.

23


 

Report of Independent Registered
Public Accounting Firm

To the Board of Trustees of Vanguard Horizon Funds and the Shareholders of Vanguard Capital Opportunity Fund:

In our opinion, the accompanying statement of net assets and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Vanguard Capital Opportunity Fund (constituting a separate portfolio of Vanguard Horizon Funds, hereafter referred to as the “Fund”) at September 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2016 by correspondence with the custodian and brokers and by agreement to the underlying ownership records of the transfer agent, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 15, 2016

Special 2016 tax information (unaudited) for Vanguard Capital Opportunity Fund

This information for the fiscal year ended September 30, 2016, is included pursuant to provisions
of the Internal Revenue Code.

The fund distributed $656,236,000 as capital gain dividends (20% rate gain distributions) to
shareholders during the fiscal year.

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

The fund distributed $88,424,000 of qualified dividend income to shareholders during the fiscal year.

For corporate shareholders, 95.2% of investment income (dividend income plus short-term gains, if
any) qualifies for the dividends-received deduction.

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Your Fund’s After-Tax Returns

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

Calculations are based on the highest individual federal income tax and capital gains tax rates in effect at the times of the distributions and the hypothetical sales. State and local taxes were not considered. After-tax returns reflect any qualified dividend income, using actual prior-year figures and estimates for 2016. (In the example, returns after the sale of fund shares may be higher than those assuming no sale. This occurs when the sale would have produced a capital loss. The calculation assumes that the investor received a tax deduction for the loss.)

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

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

Average Annual Total Returns: Capital Opportunity Fund Investor Shares    
Periods Ended September 30, 2016      
 
  One Five Ten
  Year Years Years
Returns Before Taxes 15.20% 19.53% 9.42%
Returns After Taxes on Distributions 13.82 18.48 8.53
Returns After Taxes on Distributions and Sale of Fund Shares 9.62 15.83 7.60

 

25


 

About Your Fund’s Expenses

As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The accompanying table illustrates your fund’s costs in two ways:

Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“

Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”

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

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

26


 

Six Months Ended September 30, 2016      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Capital Opportunity Fund 3/31/2016 9/30/2016 Period
Based on Actual Fund Return      
Investor Shares $1,000.00 $1,105.55 $2.42
Admiral Shares 1,000.00 1,105.89 2.00
Based on Hypothetical 5% Yearly Return      
Investor Shares $1,000.00 $1,022.70 $2.33
Admiral Shares 1,000.00 1,023.10 1.92

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 0.46% for Investor Shares and 0.38% 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 (183/366).

27


 

Glossary

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

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

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

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

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

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

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

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

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.

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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 198 Vanguard funds.

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

InterestedTrustee1
F. William McNabb III
Born 1957. Trustee Since July 2009. Chairman of
the Board. Principal Occupation(s) During the Past
Five Years and Other Experience: Chairman of the
Board of The Vanguard Group, Inc., and of each of
the investment companies served by The Vanguard
Group, since January 2010; Director of The Vanguard
Group since 2008; Chief Executive Officer and
President of The Vanguard Group, and of each of
the investment companies served by The Vanguard
Group, since 2008; Director of Vanguard Marketing
Corporation; Managing Director of The Vanguard
Group (1995–2008).
 
IndependentTrustees
Emerson U. Fullwood
Born 1948. Trustee Since January 2008. Principal
Occupation(s) During the Past Five Years and Other
Experience: Executive Chief Staff and Marketing
Officer for North America and Corporate Vice President
(retired 2008) of Xerox Corporation (document manage-
ment products and services); Executive in Residence
and 2009–2010 Distinguished Minett Professor at
the Rochester Institute of Technology; Lead Director
of SPX FLOW, Inc. (multi-industry manufacturing);
Director of the United Way of Rochester, the University
of Rochester Medical Center, Monroe Community
College Foundation, North Carolina A&T University,
and Roberts Wesleyan College.

 

Rajiv L. Gupta
Born 1945. Trustee Since December 2001.2 Principal
Occupation(s) During the Past Five Years and Other
Experience: Chairman and Chief Executive Officer
(retired 2009) and President (2006–2008) of
Rohm and Haas Co. (chemicals); Director of Tyco
International plc (diversified manufacturing and
services), HP Inc. (printer and personal computer
manufacturing), and Delphi Automotive plc
(automotive components); Senior Advisor at
New Mountain Capital.

 

Amy Gutmann

Born 1949. Trustee Since June 2006. Principal
Occupation(s) During the Past Five Years and
Other Experience: President of the University of
Pennsylvania; Christopher H. Browne Distinguished
Professor of Political Science, School of Arts and
Sciences, and Professor of Communication, Annenberg
School for Communication, with secondary faculty
appointments in the Department of Philosophy, School
of Arts and Sciences, and at the Graduate School of
Education, University of Pennsylvania; Trustee of the
National Constitution Center; Chair of the Presidential
Commission for the Study of Bioethical Issues.

 

JoAnn Heffernan Heisen

Born 1950. Trustee Since July 1998. Principal
Occupation(s) During the Past Five Years and
Other Experience: Corporate Vice President and
Chief Global Diversity Officer (retired 2008) and
Member of the Executive Committee (1997–2008)
of Johnson & Johnson (pharmaceuticals/medical
devices/consumer products); Director of Skytop
Lodge Corporation (hotels) and the Robert Wood
Johnson Foundation; Member of the Advisory
Board of the Institute for Women’s Leadership
at Rutgers University.

 


 

F. Joseph Loughrey
Born 1949. Trustee Since October 2009. Principal
Occupation(s) During the Past Five Years and Other
Experience: President and Chief Operating Officer
(retired 2009) of Cummins Inc. (industrial machinery);
Chairman of the Board of Hillenbrand, Inc. (specialized
consumer services), and of Oxfam America; Director
of SKF AB (industrial machinery), Hyster-Yale Materials
Handling, Inc. (forklift trucks), the Lumina Foundation
for Education, and the V Foundation for Cancer
Research; Member of the Advisory Council for the
College of Arts and Letters and of the Advisory Board
to the Kellogg Institute for International Studies, both
at the University of Notre Dame.

 

Mark Loughridge

Born 1953. Trustee Since March 2012. Principal
Occupation(s) During the Past Five Years and Other
Experience: Senior Vice President and Chief Financial
Officer (retired 2013) at IBM (information technology
services); Fiduciary Member of IBM’s Retirement Plan
Committee (2004–2013); Director of the Dow Chemical
Company; Member of the Council on Chicago Booth.

 

Scott C. Malpass

Born 1962. Trustee Since March 2012. Principal
Occupation(s) During the Past Five Years and Other
Experience: Chief Investment Officer and Vice
President at the University of Notre Dame; Assistant
Professor of Finance at the Mendoza College of
Business at Notre Dame; Member of the Notre Dame
403(b) Investment Committee, the Board of Advisors
for Spruceview Capital Partners, and the Investment
Advisory Committee of Major League Baseball; Board
Member of TIFF Advisory Services, Inc., and Catholic
Investment Services, Inc. (investment advisors).

 

André F. Perold

Born 1952. Trustee Since December 2004. Principal
Occupation(s) During the Past Five Years and Other
Experience: George Gund Professor of Finance and
Banking, Emeritus at the Harvard Business School
(retired 2011); Chief Investment Officer and Managing
Partner of HighVista Strategies LLC (private investment
firm); Director of Rand Merchant Bank; Overseer of
the Museum of Fine Arts Boston.

 

Peter F. Volanakis

Born 1955. Trustee Since July 2009. Principal
Occupation(s) During the Past Five Years and
Other Experience: President and Chief Operating
Officer (retired 2010) of Corning Incorporated
(communications equipment); Chairman of the
Board of Trustees of Colby-Sawyer College;
Member of the Advisory Board of the Norris
Cotton Cancer Center.
Executive Officers  
Glenn Booraem  
Born 1967. Treasurer Since May 2015. Principal
Occupation(s) During the Past Five Years and
Other Experience: Principal of The Vanguard Group,
Inc.; Treasurer of each of the investment companies
served by The Vanguard Group; Controller of each of
the investment companies served by The Vanguard
Group (2010–2015); Assistant Controller of each of
the investment companies served by The Vanguard
Group (2001–2010).  

 

Thomas J. Higgins

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

 

Peter Mahoney

 
Born 1974. Controller Since May 2015. Principal
Occupation(s) During the Past Five Years and Other
Experience: Head of Global Fund Accounting at The
Vanguard Group, Inc.; Controller of each of the invest-
ment companies served by The Vanguard Group;
Head of International Fund Services at The Vanguard
Group (2008–2014).  

 

Anne E. Robinson

 
Born 1970. Secretary Since September 2016. Principal
Occupation(s) During the Past Five Years and Other
Experience: Managing Director of The Vanguard Group,
Inc.; General Counsel of The Vanguard Group; Secretary
of The Vanguard Group and of each of the investment
companies served by The Vanguard Group; Director
and Senior Vice President of Vanguard Marketing
Corporation; Managing Director and General Counsel
of Global Cards and Consumer Services at Citigroup
(2014–2016); Counsel at American Express (2003–2014).
 
Vanguard Senior ManagementTeam
Mortimer J. Buckley James M. Norris
Kathleen C. Gubanich Thomas M. Rampulla
Martha G. King Glenn W. Reed
John T. Marcante Karin A. Risi
Chris D. McIsaac Michael Rollings
 
Chairman Emeritus and Senior Advisor
John J. Brennan  
Chairman, 1996–2009  
Chief Executive Officer and President, 1996–2008
 
Founder  
John C. Bogle  
Chairman and Chief Executive Officer, 1974–1996

 

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, the Vanguard Municipal Bond Funds, and the Vanguard State Tax-Exempt Funds.


 

 

  P.O. Box 2600
  Valley Forge, PA 19482-2600
 
 
 
Connect with Vanguard® > vanguard.com
 
 
 
Fund Information > 800-662-7447  
Direct Investor Account Services > 800-662-2739  
Institutional Investor Services > 800-523-1036  
Text Telephone for People  
Who Are Deaf or Hard of Hearing> 800-749-7273  
 
This material may be used in conjunction  
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by  
the fund’s current prospectus.  
 
All comparative mutual fund data are from Lipper, a  
Thomson Reuters Company, or Morningstar, Inc., unless  
otherwise noted.  
 
You can obtain a free copy of Vanguard’s proxy voting  
guidelines by visiting vanguard.com/proxyreporting or by  
calling Vanguard at 800-662-2739. The guidelines are  
also available from the SEC’s website, sec.gov. In  
addition, you may obtain a free report on how your fund  
voted the proxies for securities it owned during the 12  
months ended June 30. To get the report, visit either  
vanguard.com/proxyreporting or sec.gov.  
 
You can review and copy information about your fund at  
the SEC’s Public Reference Room in Washington, D.C. To  
find out more about this public service, call the SEC 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 email addressed to  
publicinfo@sec.gov or via regular mail addressed to the  
Public Reference Section, Securities and Exchange  
Commission, Washington, DC 20549-1520.  
 
  © 2016 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q1110 112016

 



Annual Report | September 30, 2016

Vanguard Strategic Small-Cap Equity Fund


 

A new format, unwavering commitment

As you begin reading this report, you’ll notice that we’ve made some improvements to the opening sections—based on feedback from you, our clients.

Page 1 starts with a new ”Your Fund’s Performance at a Glance,” a concise, handy summary of how your fund performed during the period.

In the renamed ”Chairman’s Perspective,” Bill McNabb will focus on enduring principles and investment insights.

We’ve modified some tables, and eliminated some redundancy, but we haven’t removed any information.

At Vanguard, we’re always looking for better ways to communicate and to help you make sound investment decisions. Thank you for entrusting your assets to us.

Contents  
Your Fund’s Performance at a Glance. 1
Chairman’s Perspective. 3
Advisor’s Report. 6
Fund Profile. 8
Performance Summary. 9
Financial Statements. 11
Your Fund’s After-Tax Returns. 24
About Your Fund’s Expenses. 25
Glossary. 27

Please note: The opinions expressed in this report are just that—informed opinions. They should not be considered promises or advice.
Also, please keep in mind that the information and opinions cover the period through the date on the front of this report. Of course, the
risks of investing in your fund are spelled out in the prospectus.
See the Glossary for definitions of investment terms used in this report.
About the cover: No matter what language you speak, Vanguard has one consistent message and set of principles. Our primary
focus is on you, our clients. We conduct our business with integrity as a faithful steward of your assets. This message is shown
translated into seven languages, reflecting our expanding global presence.


 

Your Fund’s Performance at a Glance

• Vanguard Strategic Small-Cap Equity Fund returned more than 11% for the 12 months ended September 30, 2016. It lagged its benchmark, the MSCI US Small Cap 1750 Index, by about 4 percentage points. The fund also trailed its peer-group average.

• Information technology, materials, and real estate companies were among the fund’s strongest performers. Energy and health care detracted the most from relative performance.

• Effective September 1, real estate was moved out of the financial sector and designated as a new sector, the 11th in the fund’s benchmark.

• Over the ten years ended September 30, the fund’s average annual return was about 1 percentage point below that of the benchmark, but it exceeded its peer-group average.

Total Returns: Fiscal Year Ended September 30, 2016  
  Total
  Returns
Vanguard Strategic Small-Cap Equity Fund 11.14%
MSCI US Small Cap 1750 Index 15.43
Small-Cap Core Funds Average 13.01
Small-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

 

Total Returns: Ten Years Ended September 30, 2016  
  Average
  Annual Return
Strategic Small-Cap Equity Fund 7.40%
MSCI US Small Cap 1750 Index 8.31
Small-Cap Core Funds Average 6.21
Small-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

The figures shown represent past performance, which is not a guarantee of future results. (Current performance may be
lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our
website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so
an investor’s shares, when sold, could be worth more or less than their original cost.

1


 

Expense Ratios    
Your Fund Compared With Its Peer Group    
    Peer Group
  Fund Average
Strategic Small-Cap Equity Fund 0.34% 1.25%

The fund expense ratio shown is from the prospectus dated January 28, 2016, and represents estimated costs for the current fiscal year. For
the fiscal year ended September 30, 2016, the fund’s expense ratio was 0.29%. The peer-group expense ratio is derived from data provided
by Lipper, a Thomson Reuters Company, and captures information through year-end 2015.

Peer group: Small-Cap Core Funds.

2


 

Chairman’s Perspective


Bill McNabb
Chairman and Chief Executive Officer

Dear Shareholder,

If you think you’ve had reason to feel uneasy about the investment environment lately, you’re not imagining things. In just the past few months, we’ve seen economic uncertainty, intense political polarization, and super-low bond yields. Yet at the same time, the stock market kept pushing higher.

In this confusing and sometimes contradictory climate, you may be asking yourself a question that I hear often: How do I make sense of all this, keep investing, and still get a good night’s sleep?

As with any problem, there are multiple ways to go at it. But there’s one approach in particular that is simple, straightforward, and nearly foolproof: Save more money. Not only can saving more give you a greater sense of control over your investment plan, it can help compensate for long-term returns that, in our estimation, could fall short of historical averages.

I love the way one of our investment pros put it. Fran Kinniry this summer told The Wall Street Journal, “Investing is always a partnership between you and the markets.” He explained that the markets carried more than their fair share of the weight for a couple of decades, through the 1990s, providing outsized returns that made the investor’s half of the partnership relatively light work. “But now you are going to have to be the majority partner.”

Sobering? Sure. Hopeless? Definitely not.

3


 

Over the 12 months since last September, U.S. stocks returned 15%, though the rise has not been a one-way ticket straight up. International markets have also posted strong returns, but lower than those of the broad U.S. market. The decision by United Kingdom voters in June to exit the European Union came as a surprise but caused market heartburn for only a few days.

In fixed income, yields remained extremely low—about 1.60% on the 10-year U.S. Treasury note at the end of September, after dipping below 1.40% over the summer. And bond yields in some international markets were negative.

Even this relatively small window of time illustrates a truism of the financial markets: There will always be segments that perform well and others that don’t. Saving more saves you from trying to control the uncontrollable—how economies and the markets perform. And it keeps you in control of one of the most vital parts of your investment program.

Although the “save more” logic is easy to grasp, it’s not always easy to follow. Bills, illness, the loss of a job—these can affect any of us.

But whatever our circumstances, figuring out how to save more is worth the effort. It requires that we make difficult decisions to forgo some consumption today to increase the likelihood of consuming (or consuming more) in the future. This is the very heart of investing. Sacrifices are never fun, so consider carrying them out systematically and in doses that you

Market Barometer      
  Average Annual Total Returns
  Periods Ended September 30, 2016
  One Three Five
  Year Years Years
Stocks      
Russell 1000 Index (Large-caps) 14.93% 10.78% 16.41%
Russell 2000 Index (Small-caps) 15.47 6.71 15.82
Russell 3000 Index (Broad U.S. market) 14.96 10.44 16.36
FTSE All-World ex US Index (International) 9.62 0.71 6.50
 
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index      
(Broad taxable market) 5.19% 4.03% 3.08%
Bloomberg Barclays Municipal Bond Index      
(Broad tax-exempt market) 5.58 5.54 4.48
Citigroup Three-Month U.S. Treasury Bill Index 0.20 0.06 0.06
 
CPI      
Consumer Price Index 1.46% 1.03% 1.25%

 

4


 

can be comfortable with—for instance, gradually getting up to the max in your IRA, or adding a percentage point or so to the amount you stash in your employer’s retirement plan. As a point of reference, we generally suggest that investors strive for a retirement savings rate of 12%–15%, including any employer contributions.

If you need more convincing about the wisdom of the “save more” course of action, it might be helpful to examine your alternatives. This list is by no means exhaustive, but it hits on a few of the big ones, and none are without risk.

• Reach for yield. With yields so low on many types of bonds, it’s tempting to find the corners of the fixed income market where payouts are juicier. But with the juice comes considerable risk. You need to be aware that you’d be taking on more risk—and how much more.

• Go all-in on a hot-performing asset class or fund. By now, you know better than that, right?

• Sit tight. This approach isn’t a terrible idea; it’s better than panicking and deciding to just “do something,” particularly if that means changing your approach in response to the market’s movements.

Here’s the inescapably challenging part of your partnership with the markets: In the short run, your “partner” is fickle, emotional, and wildly unpredictable. But in the long run, your partner is mostly rational and extremely helpful.

The best way to minimize your vulnerability to the market’s mood swings, and to maximize the benefit of your partner’s longer-term strengths, is to expect less and save more. Maybe the markets will deliver better-than-expected returns. Maybe they’ll be consistent with our more modest expectations. In either case, a higher savings rate can help put you in a better position to reach your goals.

As always, thank you for investing with Vanguard.

Sincerely,


F. William McNabb III
Chairman and Chief Executive Officer
October 18, 2016

5


 

Advisor’s Report

For the fiscal year ended September 30, 2016, Vanguard Strategic Small-Cap Equity Fund returned 11.14%, lagging its benchmark, the MSCI Small Cap 1750 Index, by 4.29 percentage points.

Overall, equities performed well, with the broad U.S. equity market up 15.02%. Small-capitalization stocks slightly outpaced large- and mid-cap equities, and value-oriented equities outpaced their growth counterparts.

Globally, the U.S. equity market outperformed other developed markets, which returned 6.52%. Emerging markets rebounded from the previous year with strong positive returns. Performance within the small-cap benchmark was positive in all 11 sectors. Materials, utilities, and information technology had the largest returns.

Growth around the globe remains subdued. The U.S. economy grew at an annual rate of 0.8% in the first quarter of 2016 and 1.4% in the second quarter. Positive contributions from personal consumption expenditures, exports, and nonresidential fixed investments were partly offset by declines in private inventory investment and residential fixed investment.

The International Monetary Fund estimated global growth at 2.9% in the first half of 2016, slightly weaker than in the second half of 2015. Brexit is still unfolding, as the long-term arrangements between the United Kingdom and the European Union will be uncertain for some time. Commodity prices have partly recovered.

After hitting a ten-year low in January 2016, oil prices rallied 50% to $45 in August, mostly because of production outages. Nonfuel commodity prices also have increased, with metals prices rising 12% and agricultural commodity prices 9%.

Although it’s important to understand how overall performance is affected by these macroeconomic factors, our approach to investing focuses on specific fundamentals—not technical analysis of stock price movements. We compare all stocks in our investment universe within the same industry group to identify those with characteristics that we believe will outperform over the long run.

To do this, we use a strict quantitative approach that systematically focuses on several key fundamental factors. We believe that attractive stocks exhibit five key characteristics: high quality––healthy balance sheets and steady cash-flow generation; effective use of capital––sound investment policies that favor internal over external funding; consistent earnings growth––the ability to grow earnings year after year; strong market sentiment––market confirmation of our view; and reasonable valuation––avoidance of overpriced stocks.

Using these five themes, we generate a composite rank for all the stocks in our universe each day, seeking to capitalize on investor biases across the market. We monitor our portfolio based on those rankings and adjust when appropriate to maximize expected returns, while minimizing exposure to risks that our

6


 

research indicates doesn’t improve returns (such as industry selection and other risks relative to our benchmark).

Our portfolio focuses on the attractive stocks from our model that we expect will exhibit future outperformance over time. However, as with any investment management process, there will be periods when our model doesn’t perform as expected. Unfortunately, over the latest fiscal year, the stocks that outperformed had characteristics that our model doesn’t pursue. Although we are disappointed with the performance results, it’s important to remind our investors that we maintain our commitment through different market environments to stocks that have solid fundamentals and that we believe will outperform in the long run.

Although our valuation and management decisions models contributed to performance, our growth and quality signals were weak, and our sentiment model detracted. We always maintain a positive view on each of our five submodels, but we recently introduced a dynamic weighting process that shifts their relative importance through time. This process underweighted the sentiment component and increased the weight of the management decisions component, which mitigated our underper-formance over the period.

Over the 12 months, our portfolio generated positive stock selection results in four sectors. We realized positive contributions from real estate, information technology, materials, and industrials. In real estate, our most successful positions included Government Properties Income,

DuPont Fabros, and Select Income REIT. Performance in IT was driven by Advanced Micro Devices, Gigamon, and Cirrus Logic. Materials benefited from our positions in Trinseo SA, Kraton, and Koppers Holdings.

Unfortunately, we were not able to match the outperformance across all sectors, with the most disappointing stock selection results in energy, health care, and financials. In energy, Alon USA, Western Refining, and CVR Energy hurt performance. In health care, Infinity Pharmaceuticals, Sucampo Pharmaceuticals, and NewLink Genetics detracted. First NBC Bank Holding, MGIC Investment, and Cowen Group likewise didn’t perform as expected in financials.

We believe that the Strategic Small-Cap Equity Fund offers a strong mix of stocks with attractive valuations and growth characteristics relative to its benchmark. Although we recognize that risk can reward or punish us in the near term, we continue to believe that constructing a portfolio that emphasizes the key fundamentals within our model will benefit investors over the long term.

We thank you for your investment and look forward to the coming fiscal year.

Portfolio Managers:

Michael R. Roach, CFA

James P. Stetler, Principal

Binbin Guo, Principal, Head of Equity
Research and Portfolio Strategies

Vanguard Quantitative Equity Group

October 21, 2016

7


 

Strategic Small-Cap Equity Fund

Fund Profile
As of September 30, 2016

Portfolio Characteristics    
    MSCI US DJ
    Small Cap U.S. Total
    1750 Market
  Fund Index FA Index
Number of Stocks 290 1,709 3,850
Median Market Cap $1.9B $2.5B $51.8B
Price/Earnings Ratio 18.1x 32.3x 23.7x
Price/Book Ratio 2.2x 2.2x 2.8x
Return on Equity 9.8% 10.6% 16.6%
Earnings Growth Rate 11.5% 8.0% 7.6%
Dividend Yield 1.8% 1.6% 2.0%
Foreign Holdings 1.1% 0.0% 0.0%
Turnover Rate 89%
Ticker Symbol VSTCX
Expense Ratio1 0.34%
30-Day SEC Yield 1.58%
Short-Term Reserves -0.1%

 

Sector Diversification (% of equity exposure)
      DJ
      U.S.
    MSCI US Total
    Small Cap Market
    1750 FA
  Fund Index Index
Consumer      
Discretionary 12.6% 12.7% 12.8%
Consumer Staples 3.1 3.1 8.7
Energy 4.5 4.5 6.7
Financials 16.3 16.4 13.3
Health Care 12.7 12.5 14.2
Industrials 14.0 14.2 10.3
Information      
Technology 17.1 17.0 20.7
Materials 5.8 5.7 3.3
Real Estate 9.9 10.0 4.3
Telecommunication      
Services 0.6 0.6 2.4
Utilities 3.4 3.3 3.3

 

Volatility Measures    
  MSCI US DJ
  Small Cap U.S. Total
  1750 Market
  Index FA Index
R-Squared 0.96 0.81
Beta 0.93 1.04
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)
Computer Sciences IT Consulting &  
Corp. Other Services 0.8%
Advanced Micro Devices    
Inc. Semiconductors 0.8
WellCare Health Plans Managed Health  
Inc. Care 0.7
SYNNEX Corp. Technology  
  Distributors 0.7
Hospitality Properties    
Trust Hotel & Resort REITs 0.7
Booz Allen Hamilton IT Consulting &  
Holding Corp. Other Services 0.7
Cirrus Logic Inc. Semiconductors 0.7
NCR Corp. Technology  
  Hardware, Storage &  
  Peripherals 0.7
Synovus Financial Corp. Regional Banks 0.7
Popular Inc. Regional Banks 0.7
Top Ten   7.2%
The holdings listed exclude any temporary cash investments and equity index products.

 

Investment Focus


1 The expense ratio shown is from the prospectus dated January 28, 2016, and represents estimated costs for the current fiscal year. For the fiscal
year ended September 30, 2016, the expense ratio was 0.29%.

8


 

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

Cumulative Performance: September 30, 2006, Through September 30, 2016
Initial Investment of $10,000


    Average Annual Total Returns  
    Periods Ended September 30, 2016  
          Final Value
    One Five Ten of a $10,000
    Year Years Years Investment
  Strategic Small-Cap Equity Fund 11.14% 17.39% 7.40% $20,416
•••••••• MSCI US Small Cap 1750 Index 15.43 16.59 8.31 22,217
 
– – – – Dow Small-Cap Jones Core U.S. Funds Total Stock Average Market 13.01 14.38 6.21 18,266
  Float Adjusted Index 14.93 16.30 7.49 20,592
Small-Cap Core Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

 

See Financial Highlights for dividend and capital gains information.

9


 

Strategic Small-Cap Equity Fund

Fiscal-Year Total Returns (%): September 30, 2006, Through September 30, 2016


10


 

Strategic Small-Cap Equity Fund

Financial Statements

Statement of Net Assets
As of September 30, 2016

The fund reports a complete list of its holdings in regulatory filings four times in each fiscal year, at the quarter-ends. For the second and fourth fiscal quarters, the lists appear in the fund’s semiannual and annual reports to shareholders. For the first and third fiscal quarters, the fund files the lists with the Securities and Exchange Commission on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website at sec.gov. 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 (12.5%)  
* MSG Networks Inc. 425,916 7,926
* Boyd Gaming Corp. 395,271 7,818
  Children’s Place Inc. 96,621 7,717
  Big Lots Inc. 161,322 7,703
* Cooper-Standard Holding    
  Inc. 77,650 7,672
  American Eagle Outfitters    
  Inc. 414,934 7,411
  Bloomin’ Brands Inc. 426,729 7,357
* Smith & Wesson Holding    
  Corp. 274,995 7,312
  Bob Evans Farms Inc. 187,467 7,180
  Tupperware Brands Corp. 102,767 6,718
  Regal Entertainment    
  Group Class A 301,046 6,548
  Rent-A-Center Inc. 499,647 6,316
* American Axle &    
  Manufacturing Holdings    
  Inc. 364,741 6,281
* Denny’s Corp. 581,323 6,214
  AMC Entertainment    
  Holdings Inc. 194,290 6,040
  Sturm Ruger & Co. Inc. 103,493 5,978
* Express Inc. 438,352 5,168
* Strayer Education Inc. 100,581 4,695
  Ruth’s Hospitality Group    
  Inc. 301,818 4,262
  Ethan Allen Interiors Inc. 129,333 4,044
  Barnes & Noble Inc. 317,027 3,582
  Visteon Corp. 47,653 3,415
  Cato Corp. Class A 98,227 3,231
* Genesco Inc. 55,600 3,028
  Movado Group Inc. 134,869 2,897
  Cheesecake Factory Inc. 57,779 2,892
^,* Weight Watchers    
  International Inc. 192,075 1,982
  Papa John’s International    
  Inc. 25,000 1,971
  Time Inc. 133,126 1,928
  Gannett Co. Inc. 154,563 1,799
  Libbey Inc. 85,197 1,521
* Francesca’s Holdings Corp. 95,900 1,480
* TopBuild Corp. 43,056 1,429
  Callaway Golf Co. 117,112 1,360
* BJ’s Restaurants Inc. 37,283 1,325
* Dave & Buster’s    
  Entertainment Inc. 29,955 1,174
* Scientific Games Corp.    
  Class A 102,200 1,152
  GNC Holdings Inc. Class A 52,400 1,070
  Nexstar Broadcasting    
  Group Inc. Class A 14,460 834
  Brinker International Inc. 13,900 701
* Tile Shop Holdings Inc. 22,400 371
      169,502
Consumer Staples (3.1%)    
  Dean Foods Co. 431,110 7,070
  Universal Corp. 117,981 6,869
  Fresh Del Monte    
  Produce Inc. 109,150 6,538
* SUPERVALU Inc. 983,225 4,906
  Energizer Holdings Inc. 87,229 4,358
  Ingles Markets Inc. Class A 95,752 3,786
* Central Garden & Pet Co. 108,952 2,833
^,* Amplify Snack Brands Inc. 104,419 1,692
* Central Garden & Pet Co.    
  Class A 59,546 1,477
  Lancaster Colony Corp. 10,028 1,325
* Sprouts Farmers Market Inc. 35,706 737
  SpartanNash Co. 22,277 644
      42,235
Energy (4.5%)    
  Rowan Cos. plc Class A 587,811 8,911
^,* Transocean Ltd. 775,678 8,269
* Enbridge Energy    
  Management LLC 308,374 7,845
^,* Denbury Resources Inc. 2,383,011 7,697

 

11


 

Strategic Small-Cap Equity Fund

      Market
      Value
    Shares ($000)
  Diamond Offshore Drilling    
  Inc. 320,695 5,648
* McDermott International    
  Inc. 980,684 4,913
^,* Sanchez Energy Corp. 478,836 4,233
  Archrock Inc. 315,129 4,122
* TETRA Technologies Inc. 611,300 3,735
^ Atwood Oceanics Inc. 369,868 3,214
  World Fuel Services Corp. 25,214 1,167
* Unit Corp. 60,500 1,125
      60,879
Financials (16.2%)    
  Synovus Financial Corp. 282,941 9,204
  Popular Inc. 240,354 9,186
  Assured Guaranty Ltd. 321,341 8,917
  Washington Federal Inc. 316,134 8,434
  Cathay General Bancorp 265,823 8,182
  Universal Insurance    
  Holdings Inc. 311,531 7,851
  Primerica Inc. 147,907 7,844
* KCG Holdings Inc. Class A 502,043 7,797
  CNO Financial Group Inc. 493,217 7,531
  Capital Bank Financial Corp. 234,260 7,522
* Flagstar Bancorp Inc. 267,146 7,413
* INTL. FCStone Inc. 186,510 7,246
  Central Pacific Financial    
  Corp. 284,268 7,161
* Walker & Dunlop Inc. 280,913 7,096
^,* Credit Acceptance Corp. 34,591 6,955
  NorthStar Asset    
  Management Group Inc. 530,586 6,860
  Great Western Bancorp Inc. 200,346 6,676
  Nelnet Inc. Class A 160,733 6,489
^,* World Acceptance Corp. 118,934 5,833
  Banc of California Inc. 320,055 5,588
  IBERIABANK Corp. 81,500 5,470
  Heritage Insurance    
  Holdings Inc. 340,528 4,907
  Sterling Bancorp 252,504 4,419
* Essent Group Ltd. 155,240 4,131
  Federal Agricultural    
  Mortgage Corp. 100,672 3,977
  Union Bankshares Corp. 140,511 3,761
  Aspen Insurance Holdings    
  Ltd. 79,663 3,712
  LPL Financial Holdings Inc. 119,136 3,563
  TCF Financial Corp. 230,754 3,348
  International Bancshares    
  Corp. 106,163 3,162
  Old National Bancorp 206,100 2,898
  Maiden Holdings Ltd. 218,110 2,768
  Dime Community    
  Bancshares Inc. 146,260 2,451
^,* BofI Holding Inc. 79,139 1,773
  RenaissanceRe Holdings    
  Ltd. 14,537 1,747
  Investors Bancorp Inc. 130,085 1,562
  Federated Investors Inc.    
  Class B 52,100 1,544
  Enterprise Financial    
  Services Corp. 48,315 1,510
  Flushing Financial Corp. 58,003 1,376
  Fulton Financial Corp. 86,327 1,253
  HCI Group Inc. 41,247 1,252
  First Financial Corp. 26,645 1,084
  Old Republic International    
  Corp. 60,430 1,065
  Virtus Investment Partners    
  Inc. 10,100 988
  First Financial Bancorp 44,891 980
  MarketAxess Holdings Inc. 5,800 960
  Greenhill & Co. Inc. 34,800 820
  Brookline Bancorp Inc. 64,117 782
* Ambac Financial Group Inc. 41,888 770
* Green Dot Corp. Class A 28,000 646
  Morningstar Inc. 8,000 634
      219,098
Health Care (12.7%)    
* WellCare Health Plans Inc. 85,076 9,962
* Charles River Laboratories    
  International Inc. 106,069 8,840
* PRA Health Sciences Inc. 156,019 8,817
* Five Prime Therapeutics    
  Inc. 158,864 8,339
* INC Research Holdings    
  Inc. Class A 184,399 8,221
  Bruker Corp. 360,115 8,157
* Array BioPharma Inc. 1,205,557 8,138
* Prestige Brands Holdings    
  Inc. 167,128 8,067
* Masimo Corp. 132,956 7,910
  Chemed Corp. 54,386 7,672
* Emergent BioSolutions Inc. 239,300 7,545
* PAREXEL International    
  Corp. 94,209 6,543
* Orthofix International NV 136,228 5,826
  Owens & Minor Inc. 163,493 5,678
* ABIOMED Inc. 44,011 5,659
* Cambrex Corp. 123,318 5,483
* Halyard Health Inc. 158,118 5,480
* Inogen Inc. 74,509 4,463
* Cynosure Inc. Class A 76,207 3,882
* Amedisys Inc. 72,604 3,444
* LHC Group Inc. 92,049 3,395
* Triple-S Management Corp.  
  Class B 153,905 3,375
* HMS Holdings Corp. 149,449 3,313
* Healthways Inc. 120,700 3,194
* PharMerica Corp. 110,347 3,097

 

12


 

Strategic Small-Cap Equity Fund

      Market
      Value
    Shares ($000)
* FibroGen Inc. 104,100 2,155
  Phibro Animal Health Corp.    
  Class A 65,555 1,782
* Infinity Pharmaceuticals    
  Inc. 1,138,454 1,776
* Amphastar    
  Pharmaceuticals Inc. 73,944 1,403
* Merit Medical Systems Inc.  57,449 1,395
* Allscripts Healthcare    
  Solutions Inc. 97,980 1,290
* VCA Inc. 18,424 1,289
* VWR Corp. 44,514 1,262
* Surgical Care Affiliates Inc. 25,359 1,236
* Aratana Therapeutics Inc. 130,300 1,220
* OraSure Technologies Inc. 113,700 906
  Kindred Healthcare Inc. 74,000 756
      170,970
Industrials (14.0%)    
  BWX Technologies Inc. 231,568 8,885
* Hawaiian Holdings Inc. 178,134 8,657
  Greenbrier Cos. Inc. 226,437 7,993
* Meritor Inc. 716,173 7,971
  Universal Forest Products    
  Inc. 79,647 7,844
  GATX Corp. 175,936 7,838
  Insperity Inc. 106,042 7,703
* Wabash National Corp. 539,441 7,682
  General Cable Corp. 507,413 7,601
  SkyWest Inc. 280,391 7,405
  Global Brass & Copper    
  Holdings Inc. 253,069 7,311
* ACCO Brands Corp. 703,134 6,778
  Brink’s Co. 181,155 6,717
  Comfort Systems USA Inc. 213,029 6,244
  Huntington Ingalls    
  Industries Inc. 39,733 6,096
  Aircastle Ltd. 294,071 5,840
  Douglas Dynamics Inc. 166,505 5,318
  West Corp. 230,648 5,093
* Continental Building    
  Products Inc. 225,124 4,725
* Spirit AeroSystems    
  Holdings Inc. Class A 101,300 4,512
  Ennis Inc. 263,315 4,437
  Herman Miller Inc. 147,567 4,220
* Swift Transportation Co. 169,705 3,644
  Briggs & Stratton Corp. 189,090 3,527
* MasTec Inc. 115,855 3,445
  Quad/Graphics Inc. 123,756 3,307
  RR Donnelley & Sons Co. 198,773 3,125
* Trex Co. Inc. 48,581 2,853
* NCI Building Systems Inc. 187,531 2,736
* MRC Global Inc. 157,068 2,581
  Griffon Corp. 103,736 1,765
  American Railcar    
  Industries Inc. 41,878 1,737
* Gibraltar Industries Inc. 43,226 1,606
* Lydall Inc. 31,040 1,587
  Insteel Industries Inc. 39,083 1,416
* TriNet Group Inc. 60,829 1,316
  Kforce Inc. 63,342 1,298
  Triumph Group Inc. 44,286 1,235
* JetBlue Airways Corp. 58,669 1,011
* Aegion Corp. Class A 50,530 964
* Chart Industries Inc. 29,100 955
* Energy Recovery Inc. 49,900 797
* American Woodmark Corp. 7,916 638
      188,413
Information Technology (17.0%)  
  Computer Sciences Corp. 216,791 11,319
* Advanced Micro Devices    
  Inc. 1,535,320 10,609
  SYNNEX Corp. 84,757 9,672
  Booz Allen Hamilton    
  Holding Corp. Class A 293,619 9,281
* Cirrus Logic Inc. 174,368 9,268
* NCR Corp. 286,837 9,233
* Tech Data Corp. 107,218 9,082
* NETGEAR Inc. 143,208 8,663
  Travelport Worldwide Ltd. 560,213 8,420
* GoDaddy Inc. Class A 242,495 8,373
* Synaptics Inc. 142,494 8,347
  CSG Systems    
  International Inc. 181,395 7,497
* Cardtronics plc Class A 167,366 7,465
* CACI International Inc.    
  Class A 69,543 7,017
* Manhattan Associates Inc. 120,606 6,949
* MaxLinear Inc. 340,660 6,905
* Sykes Enterprises Inc. 237,642 6,685
  EarthLink Holdings Corp. 1,077,718 6,682
* Viavi Solutions Inc. 825,624 6,101
  Leidos Holdings Inc. 135,524 5,865
* ePlus Inc. 59,754 5,641
* Itron Inc. 93,559 5,217
* Gigamon Inc. 93,717 5,136
* Advanced Energy    
  Industries Inc. 107,266 5,076
* Aspen Technology Inc. 106,639 4,990
* Angie’s List Inc. 467,600 4,634
  ManTech International    
  Corp. Class A 115,255 4,344
* Sanmina Corp. 150,097 4,273
* Plexus Corp. 77,354 3,619
* Avid Technology Inc. 416,509 3,307
  CSRA Inc. 109,027 2,933
  TeleTech Holdings Inc. 100,165 2,904
* Super Micro Computer Inc. 116,804 2,730
* Inphi Corp. 58,176 2,531

 

13


 

Strategic Small-Cap Equity Fund

      Market
      Value
    Shares ($000)
* Sigma Designs Inc. 293,500 2,286
  Science Applications    
  International Corp. 25,700 1,783
* Benchmark Electronics Inc. 59,745 1,491
* TTM Technologies Inc. 123,000 1,408
* ShoreTel Inc. 147,550 1,180
* Xcerra Corp. 92,022 558
      229,474
Materials (5.8%)    
  Cabot Corp. 171,520 8,990
  Worthington Industries Inc. 183,431 8,810
  Trinseo SA 151,476 8,568
  Schnitzer Steel Industries    
  Inc. 375,774 7,854
  Rayonier Advanced    
  Materials Inc. 584,988 7,821
^,* AK Steel Holding Corp.  1,611,415 7,783
  Commercial Metals Co. 473,766 7,670
* Coeur Mining Inc. 612,706 7,248
* Koppers Holdings Inc. 196,177 6,313
  Chemours Co. 195,179 3,123
  Mercer International Inc. 297,777 2,522
  Steel Dynamics Inc. 39,500 987
      77,689
Real Estate (9.9%)    
  Hospitality Properties Trust 313,330 9,312
  Lexington Realty Trust 791,254 8,150
  Sunstone Hotel Investors    
  Inc. 636,598 8,142
  NorthStar Realty Finance    
  Corp. 605,449 7,974
  Select Income REIT 296,109 7,965
  Washington Prime Group    
  Inc. 635,604 7,869
  CBL & Associates    
  Properties Inc. 641,713 7,790
  Government Properties    
  Income Trust 343,856 7,778
  DuPont Fabros Technology    
  Inc. 188,463 7,774
  Care Capital Properties Inc. 200,095 5,703
  Outfront Media Inc. 229,863 5,436
  Brandywine Realty Trust 338,399 5,286
  Ryman Hospitality    
  Properties Inc. 107,861 5,195
  GEO Group Inc. 205,177 4,879
  Spirit Realty Capital Inc. 365,650 4,874
  LaSalle Hotel Properties 173,100 4,132
  Summit Hotel Properties    
  Inc. 297,114 3,910
  Piedmont Office Realty    
  Trust Inc. Class A 139,690 3,041
  Apple Hospitality REIT Inc. 160,458 2,970
  Mack-Cali Realty Corp. 102,394 2,787
  Sabra Health Care REIT Inc. 91,047 2,292
  Global Net Lease Inc. 279,041 2,277
  Gaming and Leisure    
  Properties Inc. 63,758 2,133
  Universal Health Realty    
  Income Trust 22,411 1,412
  Monmouth Real Estate    
  Investment Corp. 85,761 1,224
  One Liberty Properties Inc. 47,185 1,140
  Tier REIT Inc. 58,631 905
  RAIT Financial Trust 257,300 870
  Getty Realty Corp. 15,279 366
      133,586
Telecommunication Services (0.6%)  
* Cincinnati Bell Inc. 1,582,611 6,457
  Windstream Holdings Inc. 105,700 1,062
  Cogent Communications    
  Holdings Inc. 18,283 673
      8,192
Utilities (3.3%)    
  Great Plains Energy Inc. 320,001 8,733
  ONE Gas Inc. 132,924 8,220
  Southwest Gas Corp. 117,349 8,198
  Avista Corp. 177,146 7,403
  Unitil Corp. 70,250 2,744
  NRG Yield Inc. 142,670 2,420
^ Spark Energy Inc. Class A 73,284 2,135
  Ormat Technologies Inc. 42,440 2,055
  Middlesex Water Co. 48,707 1,716
  Otter Tail Corp. 38,231 1,322
      44,946
Total Common Stocks    
(Cost $1,202,173)   1,344,984
Temporary Cash Investments (1.2%)1  
Money Market Fund (1.2%)    
2,3 Vanguard Market    
  Liquidity Fund, 0.640% 157,327 15,734
 
    Face  
    Amount  
    ($000)  
U.S. Government and Agency Obligations (0.0%)
4,5 Federal Home Loan    
  Bank Discount Notes,    
  0.380%, 10/5/16 500 500
4,5 Federal Home Loan    
  Bank Discount Notes,    
  0.511%, 10/12/16 100 100
      600
Total Temporary Cash Investments  
(Cost $16,334)   16,334
Total Investments (100.8%)    
(Cost $1,218,507)   1,361,318

 

14


 

Strategic Small-Cap Equity Fund

  Amount
  ($000)
Other Assets and Liabilities (-0.8%)  
Other Assets  
Investment in Vanguard 103
Receivables for Investment Securities Sold 2,283
Receivables for Accrued Income 1,258
Receivables for Capital Shares Issued 554
Other Assets 6 1,279
Total Other Assets 5,477
Liabilities  
Payables for Investment Securities  
Purchased (2,216)
Collateral for Securities on Loan (11,557)
Payables for Capital Shares Redeemed (1,596)
Payables to Vanguard (665)
Other Liabilities (217)
Total Liabilities (16,251)
Net Assets (100%)  
Applicable to 42,946,963 outstanding  
$.001 par value shares of beneficial  
interest (unlimited authorization) 1,350,544
Net Asset Value Per Share $31.45
At September 30, 2016, net assets consisted of:
  Amount
  ($000)
Paid-in Capital 1,193,807
Undistributed Net Investment Income 13,973
Accumulated Net Realized Losses (136)
Unrealized Appreciation (Depreciation)  
Investment Securities 142,811
Futures Contracts 89
Net Assets 1,350,544

See Note A in Notes to Financial Statements.
* Non-income-producing security.
^ Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $11,158,000.
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 0.8%, 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 $11,557,000 of collateral received for securities on loan.
4 The issuer operates under a congressional charter; its securities are generally neither guaranteed by the U.S. Treasury nor backed by the full
faith and credit of the U.S. government.
5 Securities with a value of $400,000 have been segregated as initial margin for open futures contracts.
6 Cash of $300,000 has been segregated as initial margin for open futures contracts.
REIT—Real Estate Investment Trust.
See accompanying Notes, which are an integral part of the Financial Statements.

15


 

Strategic Small-Cap Equity Fund

Statement of Operations

  Year Ended
  September 30, 2016
  ($000)
Investment Income  
Income  
Dividends 22,785
Interest1 34
Securities Lending—Net 1,257
Total Income 24,076
Expenses  
The Vanguard Group—Note B  
Investment Advisory Services 1,050
Management and Administrative 1,908
Marketing and Distribution 309
Custodian Fees 23
Auditing Fees 35
Shareholders’ Reports 39
Trustees’ Fees and Expenses 1
Total Expenses 3,365
Net Investment Income 20,711
Realized Net Gain (Loss)  
Investment Securities Sold1 (193)
Futures Contracts 721
Realized Net Gain (Loss) 528
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 115,399
Futures Contracts 216
Change in Unrealized Appreciation (Depreciation) 115,615
Net Increase (Decrease) in Net Assets Resulting from Operations 136,854
1 Interest income and realized net gain (loss) from an affiliated company of the fund were $34,000 and $0, respectively.

 

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

16


 

Strategic Small-Cap Equity Fund

Statement of Changes in Net Assets

  Year Ended September 30,
  2016 2015
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 20,711 10,602
Realized Net Gain (Loss) 528 14,991
Change in Unrealized Appreciation (Depreciation) 115,615 (43,049)
Net Increase (Decrease) in Net Assets Resulting from Operations 136,854 (17,456)
Distributions    
Net Investment Income (11,861) (4,646)
Realized Capital Gain1 (11,722) (45,915)
Total Distributions (23,583) (50,561)
Capital Share Transactions    
Issued 561,076 586,229
Issued in Lieu of Cash Distributions 22,050 47,237
Redeemed (291,039) (165,424)
Net Increase (Decrease) from Capital Share Transactions 292,087 468,042
Total Increase (Decrease) 405,358 400,025
Net Assets    
Beginning of Period 945,186 545,161
End of Period2 1,350,544 945,186
1 Includes fiscal 2016 and 2015 short-term gain distributions totaling $0 and $6,762,000, respectively. Short-term gain distributions are
treated as ordinary income dividends for tax purposes.
2 Net Assets—End of Period includes undistributed (overdistributed) net investment income of $13,973,000 and $7,198,000.

 

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

17


 

Strategic Small-Cap Equity Fund

Financial Highlights

For a Share Outstanding Year Ended September 30,
Throughout Each Period 2016 2015 2014 2013 2012
Net Asset Value, Beginning of Period $28.95 $30.91 $27.94 $21.37 $16.44
Investment Operations          
Net Investment Income .494 .368 .277 .345 .238
Net Realized and Unrealized Gain (Loss)          
on Investments 2.682 .349 3.201 6.585 4.888
Total from Investment Operations 3.176 .717 3.478 6.930 5.126
Distributions          
Dividends from Net Investment Income (. 340) (. 246) (. 232) (. 360) (.196)
Distributions from Realized Capital Gains (.336) (2.431) (.276)
Total Distributions (. 676) (2.677) (. 508) (. 360) (.196)
Net Asset Value, End of Period $31.45 $28.95 $30.91 $27.94 $21.37
 
Total Return1 11.14% 2.10% 12.48% 32.94% 31.38%
 
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $1,351 $945 $545 $377 $259
Ratio of Total Expenses to Average Net Assets 0.29% 0.34% 0.38% 0.38% 0.38%
Ratio of Net Investment Income to          
Average Net Assets 1.78% 1.34% 0.96% 1.40% 1.16%
Portfolio Turnover Rate 89% 62% 64% 64% 66%
1 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about
any applicable account service fees.

 

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

18


 

Strategic Small-Cap Equity Fund

Notes to Financial Statements

Vanguard Strategic Small-Cap Equity Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund.

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

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued by methods deemed by the board of trustees to represent fair value. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments acquired 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. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearinghouse, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract.

Futures contracts are valued at their quoted daily settlement prices. The aggregate settlement values 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).

During the year ended September 30, 2016, the fund’s average investments in long and short futures contracts represented less than 1% and 0% of net assets, respectively, based on the average of aggregate settlement values at each quarter-end during the period.

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, 2013–2016), 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.

19


 

Strategic Small-Cap Equity Fund

5. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the absence of a default the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Net Assets for the return of the collateral, during the period the securities are on loan. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.

6. Credit Facility: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $3.1 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. Borrowings may be utilized for temporary and emergency purposes, and are subject to the fund’s regulatory and contractual borrowing restrictions. The participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn amount of the facility; these fees are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under this facility bear interest at a rate based upon the higher of the one-month London Interbank Offered Rate, federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread.

The fund had no borrowings outstanding at September 30, 2016, or at any time during the period then ended.

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

B. In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund investment advisory, corporate management, administrative, marketing, and distribution services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees. Vanguard does not require reimbursement in the current period for certain costs of operations (such as deferred compensation/benefits and risk/insurance costs); the fund’s liability for these costs of operations is included in Payables to Vanguard on the Statement of Net Assets.

20


 

Strategic Small-Cap Equity Fund

Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At September 30, 2016, the fund had contributed to Vanguard capital in the amount of $103,000, representing 0.01% of the fund’s net assets and 0.04% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.

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

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

The following table summarizes the market value of the fund’s investments as of September 30, 2016, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks 1,344,984
Temporary Cash Investments 15,734 600
Futures Contracts—Assets1 70
Futures Contracts— Liabilities1 (5)
Total 1,360,783 600
1 Represents variation margin on the last day of the reporting period.

 

D. At September 30, 2016, 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 Russell 2000 Index December 2016 49 6,117 89

 

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.

21


 

Strategic Small-Cap Equity Fund

The fund used a tax accounting practice to treat a portion of the price of capital shares redeemed during the year as distributions from net investment income and realized capital gains. Accordingly, the fund has reclassified $2,075,000 from undistributed net investment income to paid-in capital.

For tax purposes, at September 30, 2016, the fund had $14,462,000 of ordinary income available for distribution.

At September 30, 2016, the cost of investment securities for tax purposes was $1,218,507,000. Net unrealized appreciation of investment securities for tax purposes was $142,811,000, consisting of unrealized gains of $184,513,000 on securities that had risen in value since their purchase and $41,702,000 in unrealized losses on securities that had fallen in value since their purchase.

F. During the year ended September 30, 2016, the fund purchased $1,329,124,000 of investment securities and sold $1,036,779,000 of investment securities, other than temporary cash investments.

G. Capital shares issued and redeemed were:

  Year Ended September 30,
  2016 2015
  Shares Shares
  (000) (000)
Issued 19,461 18,723
Issued in Lieu of Cash Distributions 751 1,590
Redeemed (9,919) (5,297)
Net Increase (Decrease) in Shares Outstanding 10,293 15,016

 

H. Management has determined that no material events or transactions occurred subsequent to September 30, 2016, that would require recognition or disclosure in these financial statements.

22


 

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Vanguard Horizon Funds and the Shareholders of Vanguard Strategic Small-Cap Equity Fund:

In our opinion, the accompanying statement of net assets and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Vanguard Strategic Small-Cap Equity Fund (constituting a separate portfolio of Vanguard Horizon Funds, hereafter referred to as the “Fund”) at September 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2016 by correspondence with the custodian and brokers and by agreement to the underlying ownership records of the transfer agent, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 15, 2016

 

Special 2016 tax information (unaudited) for Vanguard Strategic Small-Cap Equity Fund

This information for the fiscal year ended September 30, 2016, is included pursuant to provisions of
the Internal Revenue Code.

The fund distributed $12,036,000 as capital gain dividends (20% rate gain distributions) to
shareholders during the fiscal year.

The fund distributed $8,953,000 of qualified dividend income to shareholders during the fiscal year.

For corporate shareholders, 72.4% of investment income (dividend income plus short-term gains,
if any) qualifies for the dividends-received deduction.

23


 

Your Fund’s After-Tax Returns

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

Calculations are based on the highest individual federal income tax and capital gains tax rates in effect at the times of the distributions and the hypothetical sales. State and local taxes were not considered. After-tax returns reflect any qualified dividend income, using actual prior-year figures and estimates for 2016. (In the example, returns after the sale of fund shares may be higher than those assuming no sale. This occurs when the sale would have produced a capital loss. The calculation assumes that the investor received a tax deduction for the loss.)

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

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

Average Annual Total Returns: Strategic Small-Cap Equity Fund    
Periods Ended September 30, 2016      
  One Five Ten
  Year Years Years
Returns Before Taxes 11.14% 17.39% 7.40%
Returns After Taxes on Distributions 10.48 16.54 6.90
Returns After Taxes on Distributions and Sale of Fund Shares 6.68 14.00 5.93

 

24


 

About Your Fund’s Expenses

As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The accompanying table illustrates your fund’s costs in two ways:

Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“

Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”

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

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

25


 

Six Months Ended September 30, 2016      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Strategic Small-Cap Equity Fund 3/31/2016 9/30/2016 Period
Based on Actual Fund Return $1,000.00 $1,076.69 $1.40
Based on Hypothetical 5% Yearly Return 1,000.00 1,023.65 1.37

The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratio for that
period is 0.27%. 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 (183/366).

26


 

Glossary

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

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

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

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

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

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

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

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

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.

27


 

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.

28


 

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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 198 Vanguard funds.

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

InterestedTrustee1
F. William McNabb III
Born 1957. Trustee Since July 2009. Chairman of
the Board. Principal Occupation(s) During the Past
Five Years and Other Experience: Chairman of the
Board of The Vanguard Group, Inc., and of each of
the investment companies served by The Vanguard
Group, since January 2010; Director of The Vanguard
Group since 2008; Chief Executive Officer and
President of The Vanguard Group, and of each of
the investment companies served by The Vanguard
Group, since 2008; Director of Vanguard Marketing
Corporation; Managing Director of The Vanguard
Group (1995–2008).
 
IndependentTrustees
Emerson U. Fullwood
Born 1948. Trustee Since January 2008. Principal
Occupation(s) During the Past Five Years and Other
Experience: Executive Chief Staff and Marketing
Officer for North America and Corporate Vice President
(retired 2008) of Xerox Corporation (document manage-
ment products and services); Executive in Residence
and 2009–2010 Distinguished Minett Professor at
the Rochester Institute of Technology; Lead Director
of SPX FLOW, Inc. (multi-industry manufacturing);
Director of the United Way of Rochester, the University
of Rochester Medical Center, Monroe Community
College Foundation, North Carolina A&T University,
and Roberts Wesleyan College.
Rajiv L. Gupta
Born 1945. Trustee Since December 2001.2 Principal
Occupation(s) During the Past Five Years and Other
Experience: Chairman and Chief Executive Officer
(retired 2009) and President (2006–2008) of
Rohm and Haas Co. (chemicals); Director of Tyco
International plc (diversified manufacturing and
services), HP Inc. (printer and personal computer
manufacturing), and Delphi Automotive plc
(automotive components); Senior Advisor at
New Mountain Capital.

 

Amy Gutmann

Born 1949. Trustee Since June 2006. Principal
Occupation(s) During the Past Five Years and
Other Experience: President of the University of
Pennsylvania; Christopher H. Browne Distinguished
Professor of Political Science, School of Arts and
Sciences, and Professor of Communication, Annenberg
School for Communication, with secondary faculty
appointments in the Department of Philosophy, School
of Arts and Sciences, and at the Graduate School of
Education, University of Pennsylvania; Trustee of the
National Constitution Center; Chair of the Presidential
Commission for the Study of Bioethical Issues.

 

JoAnn Heffernan Heisen

Born 1950. Trustee Since July 1998. Principal
Occupation(s) During the Past Five Years and
Other Experience: Corporate Vice President and
Chief Global Diversity Officer (retired 2008) and
Member of the Executive Committee (1997–2008)
of Johnson & Johnson (pharmaceuticals/medical
devices/consumer products); Director of Skytop
Lodge Corporation (hotels) and the Robert Wood
Johnson Foundation; Member of the Advisory
Board of the Institute for Women’s Leadership
at Rutgers University.

 


 

F. Joseph Loughrey
Born 1949. Trustee Since October 2009. Principal
Occupation(s) During the Past Five Years and Other
Experience: President and Chief Operating Officer
(retired 2009) of Cummins Inc. (industrial machinery);
Chairman of the Board of Hillenbrand, Inc. (specialized
consumer services), and of Oxfam America; Director
of SKF AB (industrial machinery), Hyster-Yale Materials
Handling, Inc. (forklift trucks), the Lumina Foundation
for Education, and the V Foundation for Cancer
Research; Member of the Advisory Council for the
College of Arts and Letters and of the Advisory Board
to the Kellogg Institute for International Studies, both
at the University of Notre Dame.

 

Mark Loughridge

Born 1953. Trustee Since March 2012. Principal
Occupation(s) During the Past Five Years and Other
Experience: Senior Vice President and Chief Financial
Officer (retired 2013) at IBM (information technology
services); Fiduciary Member of IBM’s Retirement Plan
Committee (2004–2013); Director of the Dow Chemical
Company; Member of the Council on Chicago Booth.

 

Scott C. Malpass

Born 1962. Trustee Since March 2012. Principal
Occupation(s) During the Past Five Years and Other
Experience: Chief Investment Officer and Vice
President at the University of Notre Dame; Assistant
Professor of Finance at the Mendoza College of
Business at Notre Dame; Member of the Notre Dame
403(b) Investment Committee, the Board of Advisors
for Spruceview Capital Partners, and the Investment
Advisory Committee of Major League Baseball; Board
Member of TIFF Advisory Services, Inc., and Catholic
Investment Services, Inc. (investment advisors).

 

André F. Perold

Born 1952. Trustee Since December 2004. Principal
Occupation(s) During the Past Five Years and Other
Experience: George Gund Professor of Finance and
Banking, Emeritus at the Harvard Business School
(retired 2011); Chief Investment Officer and Managing
Partner of HighVista Strategies LLC (private investment
firm); Director of Rand Merchant Bank; Overseer of
the Museum of Fine Arts Boston.

 

Peter F. Volanakis

Born 1955. Trustee Since July 2009. Principal
Occupation(s) During the Past Five Years and
Other Experience: President and Chief Operating
Officer (retired 2010) of Corning Incorporated
(communications equipment); Chairman of the
Board of Trustees of Colby-Sawyer College;
Member of the Advisory Board of the Norris
Cotton Cancer Center.
Executive Officers  
Glenn Booraem  
Born 1967. Treasurer Since May 2015. Principal
Occupation(s) During the Past Five Years and
Other Experience: Principal of The Vanguard Group,
Inc.; Treasurer of each of the investment companies
served by The Vanguard Group; Controller of each of
the investment companies served by The Vanguard
Group (2010–2015); Assistant Controller of each of
the investment companies served by The Vanguard
Group (2001–2010).  

 

Thomas J. Higgins

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

 

Peter Mahoney

 
Born 1974. Controller Since May 2015. Principal
Occupation(s) During the Past Five Years and Other
Experience: Head of Global Fund Accounting at The
Vanguard Group, Inc.; Controller of each of the invest-
ment companies served by The Vanguard Group;
Head of International Fund Services at The Vanguard
Group (2008–2014).  

 

Anne E. Robinson

 
Born 1970. Secretary Since September 2016. Principal
Occupation(s) During the Past Five Years and Other
Experience: Managing Director of The Vanguard Group,
Inc.; General Counsel of The Vanguard Group; Secretary
of The Vanguard Group and of each of the investment
companies served by The Vanguard Group; Director
and Senior Vice President of Vanguard Marketing
Corporation; Managing Director and General Counsel
of Global Cards and Consumer Services at Citigroup
(2014–2016); Counsel at American Express (2003–2014).
 
Vanguard Senior ManagementTeam
Mortimer J. Buckley James M. Norris
Kathleen C. Gubanich Thomas M. Rampulla
Martha G. King Glenn W. Reed
John T. Marcante Karin A. Risi
Chris D. McIsaac Michael Rollings
 
Chairman Emeritus and Senior Advisor
John J. Brennan  
Chairman, 1996–2009  
Chief Executive Officer and President, 1996–2008
 
Founder  
John C. Bogle  
Chairman and Chief Executive Officer, 1974–1996

 

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, the Vanguard Municipal Bond Funds, and the Vanguard State Tax-Exempt Funds.


 

 

  P.O. Box 2600
  Valley Forge, PA 19482-2600
 
 
 
Connect with Vanguard® > vanguard.com
 
 
 
Fund Information > 800-662-7447 CFA® is a registered trademark owned by CFA Institute.
Direct Investor Account Services > 800-662-2739  
Institutional Investor Services > 800-523-1036  
Text Telephone for People  
Who Are Deaf or Hard of Hearing> 800-749-7273  
 
This material may be used in conjunction  
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by  
the fund’s current prospectus.  
 
All comparative mutual fund data are from Lipper, a  
Thomson Reuters Company, or Morningstar, Inc., unless  
otherwise noted.  
 
You can obtain a free copy of Vanguard’s proxy voting  
guidelines by visiting vanguard.com/proxyreporting or by  
calling Vanguard at 800-662-2739. The guidelines are  
also available from the SEC’s website, sec.gov. In  
addition, you may obtain a free report on how your fund  
voted the proxies for securities it owned during the 12  
months ended June 30. To get the report, visit either  
vanguard.com/proxyreporting or sec.gov.  
 
You can review and copy information about your fund at  
the SEC’s Public Reference Room in Washington, D.C. To  
find out more about this public service, call the SEC 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 email addressed to  
publicinfo@sec.gov or via regular mail addressed to the  
Public Reference Section, Securities and Exchange  
Commission, Washington, DC 20549-1520.  
 
  © 2016 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q6150 112016

 



Annual Report | September 30, 2016

Vanguard Global Equity Fund


 

A new format, unwavering commitment

As you begin reading this report, you’ll notice that we’ve made some improvements to the opening sections—based on feedback from you, our clients.

Page 1 starts with a new ”Your Fund’s Performance at a Glance,” a concise, handy summary of how your fund performed during the period.

In the renamed ”Chairman’s Perspective,” Bill McNabb will focus on enduring principles and investment insights.

We’ve modified some tables, and eliminated some redundancy, but we haven’t removed any information.

At Vanguard, we’re always looking for better ways to communicate and to help you make sound investment decisions. Thank you for entrusting your assets to us.

Contents  
Your Fund’s Performance at a Glance. 1
Chairman’s Perspective. 3
Advisors’ Report. 6
Fund Profile. 11
Performance Summary. 13
Financial Statements. 15
Your Fund’s After-Tax Returns. 32
About Your Fund’s Expenses. 33
Glossary. 35

 

Please note: The opinions expressed in this report are just that—informed opinions. They should not be considered promises or advice.
Also, please keep in mind that the information and opinions cover the period through the date on the front of this report. Of course, the
risks of investing in your fund are spelled out in the prospectus.
See the Glossary for definitions of investment terms used in this report.
About the cover: No matter what language you speak, Vanguard has one consistent message and set of principles. Our primary
focus is on you, our clients. We conduct our business with integrity as a faithful steward of your assets. This message is shown
translated into seven languages, reflecting our expanding global presence.


 

Your Fund’s Performance at a Glance

• The fund returned more than 12% for the 12 months ended September 30, 2016.

It bested its benchmark’s 11.96% return and the 10.44% average return of its peers.

• The advisors’ selections in emerging markets (+29%) were the leading outperformers versus the benchmark. Among countries, the fund’s U.S. stocks (+12%) were the most notable underperformers.

• Nine of the ten industry sectors represented in the fund during the entire 12 months posted positive results. Information technology (+31%) posted the highest return and made the most significant contribution to the fund’s outperformance.

• Real estate was one of the best-performing financial subsectors as investors favored the steady income from real estate investment trusts. Effective September 1, the index provider designated real estate as a separate sector, the 11th in the benchmark.

• The fund’s average annual return for the ten years ended September 30, 2016, exceeded that of its benchmark index and its peer group.

Total Returns: Fiscal Year Ended September 30, 2016  
  Total
  Returns
Vanguard Global Equity Fund 12.11%
MSCI All Country World Index 11.96
Global Funds Average 10.44
Global Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

 

Total Returns: Ten Years Ended September 30, 2016  
  Average
  Annual Return
Global Equity Fund 4.51%
Spliced Global Equity Index 4.36
Global Funds Average 3.99
For a benchmark description, see the Glossary.
Global Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

 

The figures shown represent past performance, which is not a guarantee of future results. (Current performance may be
lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our
website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so
an investor’s shares, when sold, could be worth more or less than their original cost.

1


 

Expense Ratios    
Your Fund Compared With Its Peer Group    
    Peer Group
  Fund Average
Global Equity Fund 0.57% 1.27%

 

The fund expense ratio shown is from the prospectus dated January 28, 2016, and represents estimated costs for the current fiscal year. For
the fiscal year ended September 30, 2016, the fund’s expense ratio was 0.51%. This decrease from the estimated expense ratio reflects a
performance-based investment advisory fee adjustment. When the performance adjustment is positive, the fund’s expenses increase; when it
is negative, expenses decrease. The peer-group expense ratio is derived from data provided by Lipper, a Thomson Reuters Company, and
captures information through year-end 2015.

Peer group: Global Funds.

2


 

Chairman’s Perspective


Bill McNabb
Chairman and Chief Executive Officer

Dear Shareholder,

If you think you’ve had reason to feel uneasy about the investment environment lately, you’re not imagining things. In just the past few months, we’ve seen economic uncertainty, intense political polarization, and super-low bond yields. Yet at the same time, the stock market kept pushing higher.

In this confusing and sometimes contradictory climate, you may be asking yourself a question that I hear often: How do I make sense of all this, keep investing, and still get a good night’s sleep?

As with any problem, there are multiple ways to go at it. But there’s one approach in particular that is simple, straightforward, and nearly foolproof: Save more money. Not only can saving more give you a greater sense of control over your investment plan, it can help compensate for long-term returns that, in our estimation, could fall short of historical averages.

I love the way one of our investment pros put it. Fran Kinniry this summer told The Wall Street Journal, “Investing is always a partnership between you and the markets.” He explained that the markets carried more than their fair share of the weight for a couple of decades, through the 1990s, providing outsized returns that made the investor’s half of the partnership relatively light work. “But now you are going to have to be the majority partner.”

Sobering? Sure. Hopeless? Definitely not.

3


 

Over the 12 months since last September, U.S. stocks returned 15%, though the rise has not been a one-way ticket straight up. International markets have also posted strong returns, but lower than those of the broad U.S. market. The decision by United Kingdom voters in June to exit the European Union came as a surprise but caused market heartburn for only a few days.

In fixed income, yields remained extremely low—about 1.60% on the 10-year U.S. Treasury note at the end of September, after dipping below 1.40% over the summer. And bond yields in some international markets were negative.

Even this relatively small window of time illustrates a truism of the financial markets: There will always be segments that perform well and others that don’t. Saving more saves you from trying to control the uncontrollable—how economies and the markets perform. And it keeps you in control of one of the most vital parts of your investment program.

Although the “save more” logic is easy to grasp, it’s not always easy to follow. Bills, illness, the loss of a job—these can affect any of us.

But whatever our circumstances, figuring out how to save more is worth the effort. It requires that we make difficult decisions to forgo some consumption today to increase the likelihood of consuming (or consuming more) in the future. This is the very heart of investing. Sacrifices are never fun, so consider carrying them out systematically and in doses that you

Market Barometer      
  Average Annual Total Returns
  Periods Ended September 30, 2016
  One Three Five
  Year Years Years
Stocks      
Russell 1000 Index (Large-caps) 14.93% 10.78% 16.41%
Russell 2000 Index (Small-caps) 15.47 6.71 15.82
Russell 3000 Index (Broad U.S. market) 14.96 10.44 16.36
FTSE All-World ex US Index (International) 9.62 0.71 6.50
 
Bonds      
Bloomberg Barclays U.S. Aggregate Bond Index      
(Broad taxable market) 5.19% 4.03% 3.08%
Bloomberg Barclays Municipal Bond Index      
(Broad tax-exempt market) 5.58 5.54 4.48
Citigroup Three-Month U.S. Treasury Bill Index 0.20 0.06 0.06
 
CPI      
Consumer Price Index 1.46% 1.03% 1.25%

 

4


 

can be comfortable with—for instance, gradually getting up to the max in your IRA, or adding a percentage point or so to the amount you stash in your employer’s retirement plan. As a point of reference, we generally suggest that investors strive for a retirement savings rate of 12%–15%, including any employer contributions.

If you need more convincing about the wisdom of the “save more” course of action, it might be helpful to examine your alternatives. This list is by no means exhaustive, but it hits on a few of the big ones, and none are without risk.

• Reach for yield. With yields so low on many types of bonds, it’s tempting to find the corners of the fixed income market where payouts are juicier. But with the juice comes considerable risk. You need to be aware that you’d be taking on more risk—and how much more.

• Go all-in on a hot-performing asset class or fund. By now, you know better than that, right?

• Sit tight. This approach isn’t a terrible idea; it’s better than panicking and deciding to just “do something,” particularly if that means changing your approach in response to the market’s movements.

Here’s the inescapably challenging part of your partnership with the markets: In the short run, your “partner” is fickle, emotional, and wildly unpredictable. But in the long run, your partner is mostly rational and extremely helpful.

The best way to minimize your vulnerability to the market’s mood swings, and to maximize the benefit of your partner’s longer-term strengths, is to expect less and save more. Maybe the markets will deliver better-than-expected returns. Maybe they’ll be consistent with our more modest expectations. In either case, a higher savings rate can help put you in a better position to reach your goals.

As always, thank you for investing with Vanguard.

Sincerely,

 

 

F. William McNabb III
Chairman and Chief Executive Officer
October 18, 2016

5


 

Advisors’ Report

For the fiscal year ended September 30, 2016, Vanguard Global Equity Fund returned 12.11%, outpacing its benchmark index and the average return of its peers. Your fund is managed by three independent advisors, a strategy that enhances the fund’s diversification by providing exposure to distinct yet complementary investment approaches. It’s not uncommon for different advisors to have different views about individual securities or the broader investment environment.

The advisors, the amount and percentage of fund assets each manages, and brief descriptions of their investment strategies are presented in the table below. Each advisor has also prepared a discussion of the investment environment that existed during the year and its effect on portfolio positioning. These comments were prepared on October 21, 2016.

Vanguard Global Equity Fund Investment Advisors  
 
  Fund Assets Managed  
Investment Advisor % $ Million Investment Strategy
Baillie Gifford Overseas Ltd. 33 1,469 A long-term, active, bottom-up investment approach is
      used to identify companies that can generate
      above-average growth in earnings and cash flow.
Acadian Asset Management LLC 32 1,467 A quantitative, active, bottom-up investment process
      that combines stock and peer-group valuation to arrive
      at a return forecast for each of more than 35,000
      securities in the global universe.
Marathon Asset Management 32 1,455 A long-term and contrarian investment philosophy and
LLP     process with a focus on industry capital cycle analysis
      and in-depth management assessment.
Cash Investments 3 124 These short-term reserves are invested by Vanguard in
      equity index products to simulate investment in stocks.
      Each advisor may also maintain a modest cash
      position.

 

6


 

Baillie Gifford Overseas Ltd.

Portfolio Managers:

Charles Plowden,
Joint Senior Partner and
Lead Portfolio Manager

Spencer Adair, CFA,
Partner and Investment Manager,
Global Alpha Strategy

Malcolm MacColl,
Partner and Investment Manager,
Global Alpha Strategy

Although investors in global stock markets have been rewarded by rising share prices over the past 12 months, a rise in volatility has also reminded us that patience is a virtue. In early 2016, markets fell on concerns about a Chinese economic slowdown and its impact on global growth. However, as the year progressed sentiment improved, driven by a recognition that the global economy has continued to grow steadily. While the United Kingdom’s decision to leave the European Union triggered another fall in markets at the end of June, that decline was short-lived, and share prices rose toward the end of the reporting period.

Against this backdrop, stock selection helped our results. Several technology businesses contributed strongly. Amazon stood out, as both its e-commerce and its cloud computing businesses are growing rapidly. Elsewhere, Chinese e-commerce firm Alibaba, Naspers (media conglomerate with a large holding in Chinese social media platform Tencent), and Yandex (Russian search engine) are all also delivering impressive growth. As share prices rise, we reassess investments to determine if their new, higher prices are justified. These technology platforms remain attractive to us as long-term growth investors; they are relatively capital-light and can dominate their chosen markets.

Our enthusiasm for technology platforms has led us to research this area more broadly, both to review existing investments and to look for new opportunities. Consequently, we purchased Ctrip (Chinese travel website) and LINE (Japanese social media platform) and sold eBay and Twitter, both of which were failing to deliver operationally.

We also took advantage of stock market volatility to make some modest changes. Most recently, following the United Kingdom’s vote to leave the European Union, we trimmed our positions in Ryanair (Europe’s low-cost airline) and CRH (construction materials, mainly for the U.S. market). Europe is a key market for both companies, and we think further political uncertainty there could lead to weaker demand. We also added to our stake in Prudential. Although the life insurer is based in the United Kingdom,

7


 

the majority of its new business profits are from Asian markets with considerable potential for long-term growth. Portfolio turnover remains low, consistent with our long-term approach.

Political uncertainty—particularly around upcoming elections in the United States and Europe—will distract many over the coming weeks and months. We remain focused on finding exceptional individual companies in which to invest, and we remain optimistic about our ability to add value in years to come.

Acadian Asset Management LLC

Portfolio Managers:

John R. Chisholm, CFA,
Executive Vice President and
Chief Investment Officer

Brendan O. Bradley, Ph.D.,
Senior Vice President and
Director of Portfolio Management

Global equities notched solid returns for the year ended September 30, 2016, as gains early and late in the period helped buffer losses in the middle. As 2015 drew to a close, an October rally offset declines fueled by geopolitical worries, disappointing signals from the European Central Bank and the Bank of Japan, uncertainty over the Fed’s next move, and continued weakness in energy prices. In December, market reaction to the Federal Reserve’s first rate hike in over nine years was mixed. Volatility returned to global financial markets at the start of 2016, with steep declines amid renewed worries about growth, particularly in China and other emerging markets; plunging oil prices; and already weak inflation around the world. Indications of a more cautious stance from the Fed, ramifications from energy weakness, and a banking sector under mounting pressures helped solidify a “risk-off” tone.

Global equities regained some ground heading into the second quarter of 2016, helped mainly by more stable oil prices, the Fed’s decision to leave interest rates on hold, and cautious optimism about global growth. Although the unexpected outcome of the Brexit vote in late June led to a sharp sell-off and a spike in volatility, global equities steadily recovered through the third quarter. Even as a number of macroeconomic developments remained in flux—particularly around the direction of oil prices and the potential for divergent central bank policies—the final three months of the period were tranquil overall.

We focused on attractively valued stocks that appeared likely to rise in price based on earnings data, price characteristics, and various measures of company quality. Based on bottom-up stock selection, the portfolio was overweighted relative to the benchmark in markets including Canada,

8


 

Taiwan, the United States, and South Korea. We were underweighted in the United Kingdom, France, and Switzerland. Our sector allocations focused on health care, energy, and information technology, and were light in consumer discretionary, financials, and materials.

Underperformance at the stock level was partially offset by some positive returns from country allocations. Our U.S. selections, particularly within energy, detracted most. Industrials (notably airlines) also lagged. Our selections in Japan and South Korea added some value. From a country allocation standpoint, underweights to the United Kingdom, Switzerland, and France helped most.

In terms of sectors, our overweighting of information technology and consumer discretionary added relative value.

Marathon Asset Management LLP

Portfolio Managers:

Neil M. Ostrer,
Co-Head of Global Equity

William J. Arah,
Co-Head of Global Equity

In a period rife with market-moving news, including the surprising result of the Brexit referendum, strong stock selection helped our results most. Overall currency positions resulting from stock selection also contributed positively. Regional allocation, on the other hand, hurt results.

More specifically, stock selection was a positive contributor across every region of the portfolio except Japan. The portfolio’s overweight exposure to Japan and its underweight to the United States pushed down performance. In terms of currency effects, the stronger Japanese yen boosted performance while the weaker British pound detracted from it.

At the stock level, Linear Technology contributed most, helped by its acquisition by Analog Devices, and Texas Instruments rose on positive sentiment for analog semiconductors. Several blue-chip companies also contributed, including Johnson & Johnson and Procter & Gamble. McDonald’s continued to trend upwards on turnaround efforts by new management. Canadian Natural Resources rallied. European wind turbine manufacturer Vestas continued to benefit from improved margins and demand for green power. Not owning scandal-ridden Valeant Pharmaceuticals also helped results

Both valuations and profit margins remain high in North America. The U.S. economy continues to be resilient, with low unemployment and healthy consumer confidence. There are also signs of wage growth picking up. There has been little aggregate earnings growth, however, thanks to the headwinds of a strong dollar, persistent weakness in the industrial and energy sectors, and disruptive competition in the retail and media segments.

9


 

Despite persistent hesitancy from the Federal Reserve, interest rates seem set to rise in the near term, and asset prices seem vulnerable to correction. Uncertainty around the upcoming presidential election may be a negative catalyst. There is, however, an acknowledgment that this seems to be the consensus view, and it is possible that markets will continue to climb this wall of worry. Investor hopes for a continuation of the bull market are now shifting away from central bank policy toward fiscal stimulus and a potential recovery in capital spending—but equity markets may need to move lower before they make progress.

Over the coming months, the outlook for European markets will be influenced not only by the progress of Brexit negotiations but also by a series of important European political events, including the Italian referendum and the French and German elections. The European Central Bank and the Bank of England remain accommodative, while the U.S. and Chinese economies are likely to have a positive impact. In addition, earnings reports were, on balance, fairly upbeat, with a majority beating expectations.

10


 

Global Equity Fund

Fund Profile
As of September 30, 2016

Portfolio Characteristics    
    MSCI All
    Country
  Fund World Index
Number of Stocks 1,045 2,461
Median Market Cap $20.1B $45.4B
Price/Earnings Ratio 22.2x 22.0x
Price/Book Ratio 2.3x 2.1x
Return on Equity 15.8% 16.2%
Earnings Growth    
Rate 7.8% 7.0%
Dividend Yield 1.9% 2.5%
Turnover Rate 45%
Ticker Symbol VHGEX
Expense Ratio1 0.57%
Short-Term Reserves 1.4%

 

Sector Diversification (% of equity exposure)
    MSCI All
    Country
  Fund World Index
Consumer Discretionary 13.3% 12.3%
Consumer Staples 10.1 10.4
Energy 4.9 6.9
Financials 17.9 16.9
Health Care 11.1 11.7
Industrials 12.0 10.4
Information Technology 20.4 15.8
Materials 4.4 5.1
Real Estate 1.7 3.4
Telecommunication Services 2.9 3.8
Utilities 1.3 3.3

 

Volatility Measures  
  MSCI All
  Country
  World Index
R-Squared 0.96
Beta 0.95
These measures show the degree and timing of the fund’s
fluctuations compared with the index over 36 months.

 

Ten Largest Holdings (% of total net assets)
Amazon.com Inc. Internet & Direct  
  Marketing Retail 2.3%
Samsung Electronics Co. Technology  
Ltd. Hardware, Storage &  
  Peripherals 1.6
Procter & Gamble Co. Household Products 1.2
Alphabet Inc. Internet Software &  
  Services 1.2
Naspers Ltd. Cable & Satellite 1.1
Taiwan Semiconductor    
Manufacturing Co. Ltd. Semiconductors 1.0
Prudential plc Life & Health  
  Insurance 1.0
Coca-Cola Co. Soft Drinks 1.0
Apple Inc. Technology  
  Hardware, Storage &  
  Peripherals 0.9
Royal Caribbean Cruises Hotels, Resorts &  
Ltd. Cruise Lines 0.9
Top Ten   12.2%
The holdings listed exclude any temporary cash investments and equity index products.

 

Allocation by Region (% of equity exposure)


1 The expense ratio shown is from the prospectus dated January 28, 2016, and represents estimated costs for the current fiscal year. For the fiscal
year ended September 30, 2016, the expense ratio was 0.51%.

11


 

Global Equity Fund

Market Diversification (% of equity exposure)
    MSCI All
    Country
    World
  Fund Index
Europe    
United Kingdom 6.7% 6.3%
Germany 2.8 3.0
Switzerland 2.3 3.0
Ireland 1.5 0.2
Sweden 1.4 0.9
France 1.3 3.2
Denmark 1.3 0.6
Other 3.7 3.9
Subtotal 21.0% 21.1%
Pacific    
Japan 9.1% 7.9%
South Korea 2.8 1.6
Australia 1.6 2.4
Hong Kong 1.4 1.2
Other 0.5 0.5
Subtotal 15.4% 13.6%
Emerging Markets    
Taiwan 2.8% 1.3%
China 2.7 3.0
South Africa 1.6 0.8
India 1.1 0.9
Other 3.1 3.1
Subtotal 11.3% 9.1%
North America    
United States 49.0% 52.7%
Canada 3.2 3.2
Subtotal 52.2% 55.9%
Middle East    
Other 0.1% 0.2%
Other 0.0% 0.1%

 

12


 

Global Equity Fund

Performance Summary

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by the fund. (Current performance may be lower or higher than the performance data cited. For performance data current to the most recent month-end, visit our website at vanguard.com/performance.) Note, too, that both investment returns and principal value can fluctuate widely, so an investor’s shares, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

Cumulative Performance: September 30, 2006, Through September 30, 2016
Initial Investment of $10,000

 

  Average Annual Total Returns  
  Periods Ended September 30, 2016  
        Final Value
  One Five Ten of a $10,000
  Year Years Years Investment
Global Equity Fund 12.11% 12.54% 4.51% $15,546
 
•••••••• Global Spliced Funds Global Average Equity Index 10.44 11.96 10.25 10.63 3.99 4.36 14,782 15,325
For a benchmark description, see the Glossary.
Global Funds Average: Derived from data provided by Lipper, a Thomson Reuters Company.

 

See Financial Highlights for dividend and capital gains information.

13


 

Global Equity Fund

Fiscal-Year Total Returns (%): September 30, 2006, Through September 30, 2016

For a benchmark description, see the Glossary.

14


 

Global Equity Fund

Financial Statements

Statement of Net Assets—Investments Summary
As of September 30, 2016

This Statement summarizes the fund’s holdings by asset type. Details are reported for each of the fund’s 50 largest individual holdings and for investments that, in total for any issuer, represent more than 1% of the fund’s net assets. The total value of smaller holdings is reported as a single amount within each category.

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 complete listing of the fund’s holdings is available electronically on vanguard.com and on the Securities and Exchange Commission’s website (sec.gov), or you can have it mailed to you without charge by calling 800-662-7447. For the first and third fiscal quarters, the fund files the lists with the SEC on Form N-Q. Shareholders can look up the fund’s Forms N-Q on the SEC’s website. 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 Percentage
    Value of Net
  Shares ($000) Assets
Common Stocks      
Australia †   65,903 1.5%
Austria †   2,760 0.1%
Belgium †   6,879 0.2%
Brazil †   31,832 0.7%
Canada †   143,650 3.2%
Chile †   11,593 0.3%
China      
* Alibaba Group Holding Ltd. ADR 264,258 27,956 0.6%
* Baidu Inc. ADR 112,357 20,457 0.5%
China—Other †   69,310 1.5%
    117,723 2.6%
Colombia †   2,374 0.1%
Cyprus †   236 0.0%
Czech Republic †   474 0.0%
Denmark †   56,109 1.2%
Finland †   25,068 0.6%
France †   53,119 1.2%

 

15


 

Global Equity Fund      
 
 
    Market Percentage
    Value of Net
  Shares ($000) Assets
Germany      
SAP SE 429,798 39,107 0.9%
Germany—Other †   78,816 1.7%
    117,923 2.6%
Greece †   2,141 0.0%
Hong Kong      
AIA Group Ltd. 3,784,000 25,353 0.6%
Hong Kong—Other †   37,364 0.8%
    62,717 1.4%
Hungary †   373 0.0%
India †   46,720 1.0%
Indonesia †   8,188 0.2%
Ireland      
CRH plc 942,597 31,256 0.7%
Ireland—Other †   33,853 0.7%
    65,109 1.4%
Israel †   3,755 0.1%
 
1Italy †   21,064 0.5%
Japan      
MS&AD Insurance Group Holdings Inc. 1,133,400 31,618 0.7%
Daito Trust Construction Co. Ltd. 145,500 23,253 0.5%
Japan—Other †   340,318 7.6%
    395,189 8.8%
Luxembourg †   2,395 0.1%
Malaysia †   22,013 0.5%
Mexico †   4,857 0.1%
Netherlands      
Unilever NV 476,652 21,988 0.5%
Netherlands—Other †   17,258 0.4%
    39,246 0.9%
New Zealand †   1,425 0.0%
Norway †   29,073 0.6%
Other      
2 Vanguard FTSE Emerging Markets ETF 421,149 15,848 0.4%
Peru †   1,143 0.0%
Philippines †   1,688 0.0%

 

16


 

Global Equity Fund      
 
 
 
    Market Percentage
    Value of Net
  Shares ($000) Assets
Poland †   1,937 0.0%
 
Qatar †   1,921 0.0%
 
Russia †   33,759 0.7%
 
Singapore †   20,627 0.5%
 
South Africa      
Naspers Ltd. 282,364 48,936 1.1%
South Africa—Other †   20,946 0.4%
    69,882 1.5%
South Korea      
Samsung Electronics Co. Ltd. 33,578 48,938 1.1%
Samsung Electronics Co. Ltd. GDR 32,887 23,682 0.5%
South Korea—Other †   52,083 1.2%
    124,703 2.8%
 
Spain †   26,838 0.6%
 
Sweden      
Svenska Handelsbanken AB Class A 1,768,064 24,280 0.5%
Sweden—Other †   35,961 0.8%
    60,241 1.3%
Switzerland      
Nestle SA 324,871 25,598 0.6%
Switzerland—Other †   78,383 1.7%
    103,981 2.3%
Taiwan      
Taiwan Semiconductor Manufacturing Co. Ltd. ADR 1,356,486 41,495 0.9%
Hon Hai Precision Industry Co. Ltd. 11,148,717 28,226 0.6%
Chunghwa Telecom Co. Ltd. 5,644,000 19,921 0.5%
Taiwan Semiconductor Manufacturing Co. Ltd. 789,577 4,631 0.1%
Taiwan—Other †   28,872 0.6%
    123,145 2.7%
 
Thailand †   6,559 0.1%
 
Turkey †   7,316 0.2%
 
United Kingdom      
Prudential plc 2,536,608 45,021 1.0%
Reckitt Benckiser Group plc 221,853 20,907 0.5%
Royal Dutch Shell plc Class A 791,410 19,800 0.4%
1 United Kingdom—Other †   203,316 4.5%
    289,044 6.4%
United States      
Consumer Discretionary      
* Amazon.com Inc. 125,698 105,248 2.3%
Royal Caribbean Cruises Ltd. 549,584 41,191 0.9%
* CarMax Inc. 406,640 21,694 0.5%
Consumer Discretionary—Other †   123,434 2.8%
    291,567 6.5%

 

17


 

Global Equity Fund      
 
 
 
    Market Percentage
    Value of Net
  Shares ($000) Assets
Consumer Staples      
Procter & Gamble Co. 615,340 55,227 1.2%
Coca-Cola Co. 1,051,531 44,501 1.0%
Colgate-Palmolive Co. 437,656 32,448 0.7%
PepsiCo Inc. 277,980 30,236 0.7%
Consumer Staples—Other †   87,631 1.9%
    250,043 5.5%
Energy      
Exxon Mobil Corp. 396,117 34,573 0.8%
Apache Corp. 325,185 20,770 0.5%
EOG Resources Inc. 211,202 20,425 0.4%
Energy—Other †   20,726 0.4%
    96,494 2.1%
Financials      
* Berkshire Hathaway Inc. Class B 268,568 38,800 0.9%
First Republic Bank 423,434 32,651 0.7%
* Markel Corp. 34,304 31,860 0.7%
Moody’s Corp. 279,879 30,305 0.7%
TD Ameritrade Holding Corp. 741,980 26,147 0.6%
Wells Fargo & Co. 510,039 22,585 0.5%
Financials—Other †   174,097 3.8%
    356,445 7.9%
Health Care      
Johnson & Johnson 259,146 30,613 0.7%
* Waters Corp. 173,914 27,564 0.6%
Anthem Inc. 208,861 26,172 0.6%
* Mettler-Toledo International Inc. 57,107 23,975 0.5%
* WellCare Health Plans Inc. 193,900 22,704 0.5%
Health Care—Other †   241,809 5.4%
    372,837 8.3%
 
Industrials †   147,130 3.3%
 
Information Technology      
* Alphabet Inc. Class C 57,929 45,028 1.0%
Apple Inc. 366,170 41,395 0.9%
Microsoft Corp. 653,918 37,666 0.8%
* Facebook Inc. Class A 276,942 35,523 0.8%
Intel Corp. 641,298 24,209 0.5%
Visa Inc. Class A 269,925 22,323 0.5%
Linear Technology Corp. 363,301 21,540 0.5%
Mastercard Inc. 199,029 20,255 0.5%
* Alphabet Inc. Class A 11,994 9,644 0.2%
Information Technology—Other †   221,005 4.9%
    478,588 10.6%
Materials      
Martin Marietta Materials Inc. 114,290 20,470 0.4%
Materials—Other †   44,930 1.0%
    65,400 1.4%
 
Other †   0.0%
 
Real Estate †   21,148 0.5%

 

18


 

Global Equity Fund          
 
 
 
          Market Percentage
          Value of Net
        Shares ($000) Assets
Telecommunication Services          
  AT&T Inc.     776,150 31,520 0.7%
  Telecommunication Services—Other †     2,210 0.0%
          33,730 0.7%
          2,113,382 46.8%
Total Common Stocks (Cost $3,762,084)     4,341,922 96.2%3
 
    Coupon        
Temporary Cash Investments          
Money Market Fund          
4,5 Vanguard Market Liquidity Fund 0.640%   1,793,806 179,399 4.0%
 
        Face    
      Maturity Amount    
      Date ($000)    
U.S. Government and Agency Obligations        
6 United States Treasury Bill  0.281%–0.300% 12/15/16–      
      12/22/16 1,500 1,499 0.0%
6 U.S. Government and          
  Agency Obligations—Other †       5,600 0.1%
          7,099 0.1%
Total Temporary Cash Investments (Cost $186,494)     186,498 4.1%3
7Total Investments (Cost $3,948,578)     4,528,420 100.3%
 
          Amount  
          ($000)  
Other Assets and Liabilities          
Other Assets          
Investment in Vanguard       337  
Receivables for Investment Securities Sold     4,894  
Receivables for Accrued Income       10,767  
Receivables for Capital Shares Issued     1,898  
Other Assets6       12,854  
Total Other Assets       30,750 0.7%
Liabilities          
Payables for Investment Securities Purchased     (6,137)  
Collateral for Securities on Loan       (21,355)  
Payables to Investment Advisor       (3,081)  
Payables for Capital Shares Redeemed     (1,904)  
Payables to Vanguard       (7,908)  
Other Liabilities       (3,338)  
Total Liabilities       (43,723) (1.0%)
Net Assets       4,515,447 100.0%
Applicable to 179,337,922 outstanding $.001 par value shares of      
beneficial interest (unlimited authorization)       4,515,447
Net Asset Value Per Share         $25.18

 

19


 

Global Equity Fund  
 
 
 
At September 30, 2016, net assets consisted of:  
  Amount
  ($000)
Paid-in Capital 4,210,222
Undistributed Net Investment Income 41,358
Accumulated Net Realized Losses (317,086)
Unrealized Appreciation (Depreciation)  
Investment Securities 579,842
Futures Contracts 1,557
Forward Currency Contracts (140)
Foreign Currencies (306)
Net Assets 4,515,447

See Note A in Notes to Financial Statements.
* Non-income-producing security.
† Represents the aggregate value, by category, of securities that are not among the 50 largest holdings and, in total for any issuer, represent
1% or less of net assets.
1 Certain of the fund’s securities are exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be sold
in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2016, the aggregate value of these
securities was $5,177,000, representing 0.1% of net assets.
2 Considered an affiliated company of the fund as the issuer is another member of The Vanguard Group.
3 The fund invests a portion of its cash reserves in equity markets through the use of index futures contracts. After giving effect to futures
investments, the fund’s effective common stock and temporary cash investment positions represent 98.4% and 1.9%, respectively,
of net assets.
4 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the
7-day yield.
5 Includes $21,355,000 of collateral received for securities on loan.
6 Securities with a value of $5,899,000 and cash of $2,613,000 have been segregated as initial margin for open futures contracts.
7 The total value of securities on loan is $19,743,000.
ADR—American Depositary Receipt.
GDR—Global Depositary Receipt.
See accompanying Notes, which are an integral part of the Financial Statements.

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Global Equity Fund

Statement of Operations

  Year Ended
  September 30, 2016
  ($000)
Investment Income  
Income  
Dividends1,2 88,032
Interest2 677
Securities Lending—Net 1,990
Total Income 90,699
Expenses  
Investment Advisory Fees—Note B  
Basic Fee 10,369
Performance Adjustment 2,004
The Vanguard Group—Note C  
Management and Administrative 8,247
Marketing and Distribution 634
Custodian Fees 472
Auditing Fees 46
Shareholders’ Reports 61
Trustees’ Fees and Expenses 6
Total Expenses 21,839
Net Investment Income 68,860
Realized Net Gain (Loss)  
Investment Securities Sold2 47,882
Futures Contracts 4,795
Foreign Currencies and Forward Currency Contracts 1,212
Realized Net Gain (Loss) 53,889
Change in Unrealized Appreciation (Depreciation)  
Investment Securities 365,038
Futures Contracts 3,059
Foreign Currencies and Forward Currency Contracts 308
Change in Unrealized Appreciation (Depreciation) 368,405
Net Increase (Decrease) in Net Assets Resulting from Operations 491,154
1 Dividends are net of foreign withholding taxes of $3,925,000.
2 Dividend income, interest income, and realized net gain (loss) from affiliated companies of the fund were $424,000, $626,000, and
$4,000, respectively.

 

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

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Global Equity Fund

Statement of Changes in Net Assets

  Year Ended September 30,
  2016 2015
  ($000) ($000)
Increase (Decrease) in Net Assets    
Operations    
Net Investment Income 68,860 67,373
Realized Net Gain (Loss) 53,889 237,228
Change in Unrealized Appreciation (Depreciation) 368,405 (475,371)
Net Increase (Decrease) in Net Assets Resulting from Operations 491,154 (170,770)
Distributions    
Net Investment Income (72,900) (69,095)
Realized Capital Gain
Total Distributions (72,900) (69,095)
Capital Share Transactions    
Issued 475,200 435,287
Issued in Lieu of Cash Distributions 68,287 65,332
Redeemed (589,795) (648,717)
Net Increase (Decrease) from Capital Share Transactions (46,308) (148,098)
Total Increase (Decrease) 371,946 (387,963)
Net Assets    
Beginning of Period 4,143,501 4,531,464
End of Period1 4,515,447 4,143,501
1 Net Assets—End of Period includes undistributed (overdistributed) net investment income of $41,358,000 and $42,018,000.

 

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

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Global Equity Fund

Financial Highlights

For a Share Outstanding Year Ended September 30,
Throughout Each Period 2016 2015 2014 2013 2012
Net Asset Value, Beginning of Period $22.85 $24.19 $21.94 $18.21 $15.24
Investment Operations          
Net Investment Income .385 .373 .353 .342 .320
Net Realized and Unrealized Gain (Loss)          
on Investments 2.350 (1.338) 2.255 3.730 3.012
Total from Investment Operations 2.735 (.965) 2.608 4.072 3.332
Distributions          
Dividends from Net Investment Income (. 405) (. 375) (. 358) (. 342) (. 362)
Distributions from Realized Capital Gains
Total Distributions (. 405) (. 375) (. 358) (. 342) (. 362)
Net Asset Value, End of Period $25.18 $22.85 $24.19 $21.94 $18.21
 
Total Return1 12.11% -4.09% 11.95% 22.72% 22.20%
 
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $4,515 $4,144 $4,531 $4,499 $3,853
Ratio of Total Expenses to Average Net Assets2 0.51% 0.57% 0.61% 0.61% 0.57%
Ratio of Net Investment Income to          
Average Net Assets 1.61% 1.49% 1.45% 1.69% 1.82%
Portfolio Turnover Rate 45% 36% 45% 70% 67%
1 Total returns do not include account service fees that may have applied in the periods shown. Fund prospectuses provide information about
any applicable account service fees.
2 Includes performance-based investment advisory fee increases (decreases) of 0.05%, 0.08%, 0.08%, 0.07%, and 0.02%.

 

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

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Global Equity Fund

Notes to Financial Statements

Vanguard Global Equity Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund invests in securities of foreign issuers, which may subject it to investment risks not normally associated with investing in securities of U.S. corporations.

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

1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been affected by events occurring before the fund’s pricing time but after the close of the securities’ primary markets, are valued at their fair values calculated according to procedures adopted by the board of trustees. These procedures include obtaining quotations from an independent pricing service, monitoring news to identify significant market- or security-specific events, and evaluating changes in the values of foreign market proxies (for example, ADRs, futures contracts, or exchange-traded funds), between the time the foreign markets close and the fund’s pricing time. When fair-value pricing is employed, the prices of securities used by a fund to calculate its net asset value may differ from quoted or published prices for the same securities. Investments in Vanguard Market Liquidity Fund are valued at that fund’s net asset value. Temporary cash investments 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. Foreign Currency: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates obtained from an independent third party as of the fund’s pricing time on the valuation date. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the assets or liabilities are settled in cash, at which time they are recorded as realized foreign currency gains (losses).

3. Futures and Forward Currency Contracts: The fund uses index futures contracts to a limited extent, with the objective of maintaining full exposure to the stock market while maintaining liquidity. The fund may purchase or sell futures contracts to achieve a desired level of investment, whether to accommodate portfolio turnover or cash flows from capital share transactions. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks held by the fund and the prices of futures contracts, and the possibility of an illiquid market. Counterparty risk involving futures is mitigated because a regulated clearinghouse is the counterparty instead of the clearing broker. To further mitigate counterparty risk, the fund trades futures contracts on an exchange, monitors the financial strength of its clearing brokers and clearing-

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Global Equity Fund

house, and has entered into clearing agreements with its clearing brokers. The clearinghouse imposes initial margin requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract.

The fund enters into forward currency contracts to provide the appropriate currency exposure related to any open futures contracts or to protect the value of securities and related receivables and payables against changes in foreign exchange rates. The fund’s risks in using these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the ability of the counterparties to fulfill their obligations under the contracts. The fund mitigates its counterparty risk by entering into forward currency contracts only with a diverse group of prequalified counterparties, monitoring their financial strength, entering into master netting arrangements with its counterparties, and requiring its counterparties to transfer collateral as security for their performance. In the absence of a default, the collateral pledged or received by the fund cannot be repledged, resold or rehypothecated. The master netting arrangements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate the forward currency contracts, determine the net amount owed by either party in accordance with its master netting arrangements, and sell or retain any collateral held up to the net amount owed to the fund under the master netting arrangements. The forward currency contracts contain provisions whereby a counterparty may terminate open contracts if the fund’s net assets decline below a certain level, triggering a payment by the fund if the fund is in a net liability position at the time of the termination. The payment amount would be reduced by any collateral the fund has pledged. Any assets pledged as collateral for open contracts are noted in the Statement of Net Assets. The value of collateral received or pledged is compared daily to the value of the forward currency contracts exposure with each counterparty, and any difference, if in excess of a specified minimum transfer amount, is adjusted and settled within two business days.

Futures contracts are valued at their quoted daily settlement prices. Forward currency contracts are valued at their quoted daily prices obtained from an independent third party, adjusted for currency risk based on the expiration date of each contract. The aggregate settlement values and notional amounts of the contracts are not recorded in the Statement of Net Assets. Fluctuations in the value of the contracts are recorded in the Statement of 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 gains (losses) on futures or forward currency contracts.

During the year ended September 30, 2016, the fund’s average investments in long and short futures contracts represented 2% and 0% of net assets, respectively, based on the average of aggregate settlement values at each quarter-end during the period. The fund’s average investment in forward currency contracts represented 1% of net assets, based on the average of notional amounts at each quarter-end during the period.

4. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. Management has analyzed the fund’s tax positions taken for all open federal income tax years (September 30, 2013–2016), and has concluded that no provision for federal income tax is required in the fund’s financial statements.

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

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Global Equity Fund

6. Securities Lending: To earn additional income, the fund lends its securities to qualified institutional borrowers. Security loans are subject to termination by the fund at any time, and are required to be secured at all times by collateral in an amount at least equal to the market value of securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted and settled on the next business day. The fund further mitigates its counterparty risk by entering into securities lending transactions only with a diverse group of prequalified counterparties, monitoring their financial strength, and entering into master securities lending agreements with its counterparties. The master securities lending agreements provide that, in the event of a counterparty’s default (including bankruptcy), the fund may terminate any loans with that borrower, determine the net amount owed, and sell or retain the collateral up to the net amount owed to the fund; however, such actions may be subject to legal proceedings. While collateral mitigates counterparty risk, in the absence of a default the fund may experience delays and costs in recovering the securities loaned. The fund invests cash collateral received in Vanguard Market Liquidity Fund, and records a liability in the Statement of Net Assets for the return of the collateral, during the period the securities are on loan. Securities lending income represents fees charged to borrowers plus income earned on invested cash collateral, less expenses associated with the loan. During the term of the loan, the fund is entitled to all distributions made on or in respect of the loaned securities.

7. Credit Facility: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $3.1 billion committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. Borrowings may be utilized for temporary and emergency purposes, and are subject to the fund’s regulatory and contractual borrowing restrictions. The participating funds are charged administrative fees and an annual commitment fee of 0.10% of the undrawn amount of the facility; these fees are allocated to the funds based on a method approved by the fund’s board of trustees and included in Management and Administrative expenses on the fund’s Statement of Operations. Any borrowings under this facility bear interest at a rate based upon the higher of the one-month London Interbank Offered Rate, federal funds effective rate, or overnight bank funding rate plus an agreed-upon spread.

The fund had no borrowings outstanding at September 30, 2016, or at any time during the period then ended.

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

B. The investment advisory firms Baillie Gifford Overseas Ltd., Acadian Asset Management LLC, and Marathon Asset Management LLP each provide investment advisory services to a portion of the fund for a fee calculated at an annual percentage rate of average net assets managed by the advisor. The basic fees of Baillie Gifford Overseas Ltd., Acadian Asset Management LLC, and Marathon Asset Management LLP are subject to quarterly adjustments based on performance relative to the MSCI All Country World Index for the preceding three years.

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Global Equity Fund

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

For the year ended September 30, 2016, the aggregate investment advisory fee represented an effective annual basic rate of 0.24% of the fund’s average net assets, before an increase of $2,004,000 (0.05%) based on performance.

C. In accordance with the terms of a Funds’ Service Agreement (the “FSA”) between Vanguard and the fund, Vanguard furnishes to the fund corporate management, administrative, marketing, distribution, and cash management services at Vanguard’s cost of operations (as defined by the FSA). These costs of operations are allocated to the fund based on methods and guidelines approved by the board of trustees. Vanguard does not require reimbursement in the current period for certain costs of operations (such as deferred compensation/benefits and risk/insurance costs); the fund’s liability for these costs of operations is included in Payables to Vanguard on the Statement of Net Assets.

Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At September 30, 2016, the fund had contributed to Vanguard capital in the amount of $337,000, representing 0.01% of the fund’s net assets and 0.13% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.

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

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

The following table summarizes the market value of the fund’s investments as of September 30, 2016, based on the inputs used to value them:

  Level 1 Level 2 Level 3
Investments ($000) ($000) ($000)
Common Stocks—International 391,656 1,836,884
Common Stocks—United States 2,113,382
Temporary Cash Investments 179,399 7,099
Futures Contracts—Assets1 438
Futures Contracts—Liabilities1 (202)
Forward Currency Contracts—Assets 296
Forward Currency Contracts—Liabilities (436)
Total 2,684,673 1,843,843
1 Represents variation margin on the last day of the reporting period.

 

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Global Equity Fund

E. At September 30, 2016, the fair values of derivatives were reflected in the Statement of Net Assets as follows:

    Foreign  
  Equity Exchange  
  Contracts Contracts Total
Statement of Net Assets Caption ($000) ($000) ($000)
Other Assets 438 296 734
Other Liabilities (202) (436) (638)

 

Realized net gain (loss) and the change in unrealized appreciation (depreciation) on derivatives for the year ended September 30, 2016, were:

 

    Foreign  
  Equity Exchange  
  Contracts Contracts Total
Realized Net Gain (Loss) on Derivatives ($000) ($000) ($000)
Futures Contracts 4,795 4,795
Forward Currency Contracts 401 401
Realized Net Gain (Loss) on Derivatives 4,795 401 5,196
 
Change in Unrealized Appreciation (Depreciation) on Derivatives      
Futures Contracts 3,059 3,059
Forward Currency Contracts 230 230
Change in Unrealized Appreciation (Depreciation) on Derivatives 3,059 230 3,289

 

At September 30, 2016, the aggregate settlement value of open futures contracts and the related unrealized appreciation (depreciation) were:

      ($000)
      Aggregate  
    Number of Settlement Unrealized
    Long (Short) Value Long Appreciation
Futures Contracts Expiration Contracts (Short) (Depreciation)
E-mini S&P 500 Index December 2016 618 66,756 872
Dow Jones EURO STOXX 50 Index December 2016 469 15,780 173
Topix Index December 2016 63 8,231 83
FTSE 100 Index December 2016 89 7,928 259
S&P ASX 200 Index December 2016 41 4,248 170
        1,557

 

Unrealized appreciation (depreciation) on open E-mini S&P 500 Index, Dow Jones EURO STOXX 50 Index, and FTSE 100 Index futures contracts is required to be treated as realized gain (loss) for tax purposes.

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Global Equity Fund

At September 30, 2016, the fund had open forward currency contracts to receive and deliver currencies as follows. Unrealized appreciation (depreciation) on open forward currency contracts is treated as realized gain (loss) for tax purposes.

            Unrealized
  Contract         Appreciation
         
  Settlement Contract Amount (000) (Depreciation)
Counterparty Date   Receive   Deliver ($000)
The Toronto-Dominion Bank 12/21/16 EUR 11,304 USD 12,759 (10)
Barclays Bank plc 12/21/16 EUR 8,428 USD 9,516 (10)
BNP Paribas 12/13/16 JPY 735,489 USD 7,213 64
JPMorgan Chase Bank, N.A. 12/20/16 AUD 8,449 USD 6,292 162
Bank of America, N.A. 12/21/16 GBP 4,556 USD 6,098 (181)
Barclays Bank plc 12/13/16 JPY 521,200 USD 5,108 49
Goldman Sachs International 12/21/16 GBP 3,712 USD 4,934 (114)
JPMorgan Chase Bank, N.A. 12/21/16 GBP 556 USD 743 (21)
BNP Paribas 12/21/16 EUR 634 USD 715
Barclays Bank plc 12/21/16 USD 7,115 EUR 6,343 (39)
Citibank, N.A. 12/13/16 USD 4,090 JPY 415,200 (19)
Goldman Sachs International 12/21/16 USD 3,831 GBP 2,934 21
Barclays Bank plc 12/20/16 USD 1,881 AUD 2,503 (31)
JPMorgan Chase Bank, N.A. 12/20/16 USD 493 AUD 659 (11)
            (140)
AUD—Australian dollar.
EUR—Euro.
GBP—British pound.
JPY—Japanese yen.
USD—U.S. dollar.

 

F. 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.

During the year ended September 30, 2016, the fund realized net foreign currency gains of $811,000, which increased distributable net income for tax purposes; accordingly, such gains have been reclassified from accumulated net realized losses to undistributed net investment income. Certain of the fund’s investments are in securities considered to be passive foreign investment companies, for which any unrealized appreciation and/or realized gains are required to be included in distributable net income for tax purposes. During the year ended September 30, 2016, the fund realized gains on the

29


 

Global Equity Fund

sale of passive foreign investment companies of $2,733,000, which have been included in current and prior periods’ taxable income; accordingly, such gains have been reclassified from accumulated net realized losses to undistributed net investment income. Passive foreign investment companies held at September 30, 2016, had unrealized appreciation of $6,930,000, all of which has been distributed and is reflected in the balance of undistributed net investment income.

The fund realized gains on the sale of securities that were subject to capital gains tax in certain foreign countries. Capital gains taxes reduce realized gains for financial statement purposes but are treated as an expense for tax purposes. Accordingly, $164,000 of capital gains tax has been reclassified from accumulated net realized losses to undistributed net investment income.

For tax purposes, at September 30, 2016, the fund had $56,823,000 of ordinary income available for distribution. The fund used capital loss carryforwards of $53,120,000 to offset taxable capital gains realized during the year ended September 30, 2016. At September 30, 2016, the fund had available capital losses totaling $316,665,000 to offset future net capital gains. Of this amount, $293,404,000 is subject to expiration on September 30, 2018. Capital losses of $23,261,000 realized beginning in fiscal 2012 may be carried forward indefinitely under the Regulated Investment Company Modernization Act of 2010, but must be used before any expiring loss carryforwards.

At September 30, 2016, the cost of investment securities for tax purposes was $3,955,722,000. Net unrealized appreciation of investment securities for tax purposes was $572,698,000, consisting of unrealized gains of $812,230,000 on securities that had risen in value since their purchase and $239,532,000 in unrealized losses on securities that had fallen in value since their purchase.

G. During the year ended September 30, 2016, the fund purchased $1,861,365,000 of investment securities and sold $1,920,866,000 of investment securities, other than temporary cash investments.

H. Capital shares issued and redeemed were:

  Year Ended September 30,
  2016 2015
  Shares Shares
  (000) (000)
Issued 19,970 17,696
Issued in Lieu of Cash Distributions 2,933 2,678
Redeemed (24,908) (26,391)
Net Increase (Decrease) in Shares Outstanding (2,005) (6,017)

 

I. Management has determined that no material events or transactions occurred subsequent
to September 30, 2016, that would require recognition or disclosure in these financial statement.

30


 

Report of Independent Registered
Public Accounting Firm

To the Board of Trustees of Vanguard Horizon Funds and the Shareholders of Vanguard Global Equity Fund:

In our opinion, the accompanying statement of net assets—investment summary and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Vanguard Global Equity Fund (constituting a separate portfolio of Vanguard Horizon Funds, hereafter referred to as the “Fund”) at September 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2016 by correspondence with the custodian and brokers and by agreement to the underlying ownership records of the transfer agent, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 15, 2016


Special 2016 tax information (unaudited) for Vanguard Global Equity Fund

This information for the fiscal year ended September 30, 2016, is included pursuant to provisions of
the Internal Revenue Code.

The fund distributed $72,900,000 of qualified dividend income to shareholders during the fiscal year.

For corporate shareholders, 45.1% of investment income (dividend income plus short-term gains,
if any) qualifies for the dividends-received deduction.

The fund designates to shareholders foreign source income of $43,790,000 and foreign taxes paid
of $4,043,000. Shareholders will receive more detailed information with their Form 1099-DIV in
January 2017 to determine the calendar-year amounts to be included on their 2016 tax returns.

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Your Fund’s After-Tax Returns

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

Calculations are based on the highest individual federal income tax and capital gains tax rates in effect at the times of the distributions and the hypothetical sales. State and local taxes were not considered. After-tax returns reflect any qualified dividend income, using actual prior-year figures and estimates for 2016. (In the example, returns after the sale of fund shares may be higher than those assuming no sale. This occurs when the sale would have produced a capital loss. The calculation assumes that the investor received a tax deduction for the loss.)

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

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

Average Annual Total Returns: Global Equity Fund      
Periods Ended September 30, 2016      
  One Five Ten
  Year Years Years
Returns Before Taxes 12.11% 12.54% 4.51%
Returns After Taxes on Distributions 11.71 12.17 3.92
Returns After Taxes on Distributions and Sale of Fund Shares 7.23 10.06 3.55

 

32


 

About Your Fund’s Expenses

As a shareholder of the fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The accompanying table illustrates your fund’s costs in two ways:

Based on actual fund return. This section helps you to estimate the actual expenses that you paid over the period. The ”Ending Account Value“ shown is derived from the fund‘s actual return, and the third column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund under the heading ”Expenses Paid During Period.“

Based on hypothetical 5% yearly return. This section is intended to help you compare your fund‘s costs with those of other mutual funds. It assumes that the fund had a yearly return of 5% before expenses, but that the expense ratio is unchanged. In this case—because the return used is not the fund’s actual return—the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect transaction costs incurred by the fund for buying and selling securities. Further, the expenses do not include any purchase, redemption, or account service fees described in the fund prospectus. If such fees were applied to your account, your costs would be higher. Your fund does not carry a “sales load.”

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

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

33


 

Six Months Ended September 30, 2016      
  Beginning Ending Expenses
  Account Value Account Value Paid During
Global Equity Fund 3/31/2016 9/30/2016 Period
Based on Actual Fund Return $1,000.00 $1,067.85 $2.58
Based on Hypothetical 5% Yearly Return 1,000.00 1,022.50 2.53

The calculations are based on expenses incurred in the most recent six-month period. The fund’s annualized six-month expense ratio for that
period is 0.50%. 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 (183/366).

34


 

Glossary

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

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

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

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

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.

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

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

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

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

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

35


 

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

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

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

Benchmark Information

Spliced Global Equity Index: MSCI All Country World Index returns gross of taxes through March
31, 2007; MSCI All Country World Index returns net of withholding taxes thereafter.

36


 

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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 198 Vanguard funds.

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

InterestedTrustee1
F. William McNabb III
Born 1957. Trustee Since July 2009. Chairman of
the Board. Principal Occupation(s) During the Past
Five Years and Other Experience: Chairman of the
Board of The Vanguard Group, Inc., and of each of
the investment companies served by The Vanguard
Group, since January 2010; Director of The Vanguard
Group since 2008; Chief Executive Officer and
President of The Vanguard Group, and of each of
the investment companies served by The Vanguard
Group, since 2008; Director of Vanguard Marketing
Corporation; Managing Director of The Vanguard
Group (1995–2008).
 
IndependentTrustees
Emerson U. Fullwood
Born 1948. Trustee Since January 2008. Principal
Occupation(s) During the Past Five Years and Other
Experience: Executive Chief Staff and Marketing
Officer for North America and Corporate Vice President
(retired 2008) of Xerox Corporation (document manage-
ment products and services); Executive in Residence
and 2009–2010 Distinguished Minett Professor at
the Rochester Institute of Technology; Lead Director
of SPX FLOW, Inc. (multi-industry manufacturing);
Director of the United Way of Rochester, the University
of Rochester Medical Center, Monroe Community
College Foundation, North Carolina A&T University,
and Roberts Wesleyan College.

 

Rajiv L. Gupta
Born 1945. Trustee Since December 2001.2 Principal
Occupation(s) During the Past Five Years and Other
Experience: Chairman and Chief Executive Officer
(retired 2009) and President (2006–2008) of
Rohm and Haas Co. (chemicals); Director of Tyco
International plc (diversified manufacturing and
services), HP Inc. (printer and personal computer
manufacturing), and Delphi Automotive plc
(automotive components); Senior Advisor at
New Mountain Capital.

 

Amy Gutmann

Born 1949. Trustee Since June 2006. Principal
Occupation(s) During the Past Five Years and
Other Experience: President of the University of
Pennsylvania; Christopher H. Browne Distinguished
Professor of Political Science, School of Arts and
Sciences, and Professor of Communication, Annenberg
School for Communication, with secondary faculty
appointments in the Department of Philosophy, School
of Arts and Sciences, and at the Graduate School of
Education, University of Pennsylvania; Trustee of the
National Constitution Center; Chair of the Presidential
Commission for the Study of Bioethical Issues.

 

JoAnn Heffernan Heisen

Born 1950. Trustee Since July 1998. Principal
Occupation(s) During the Past Five Years and
Other Experience: Corporate Vice President and
Chief Global Diversity Officer (retired 2008) and
Member of the Executive Committee (1997–2008)
of Johnson & Johnson (pharmaceuticals/medical
devices/consumer products); Director of Skytop
Lodge Corporation (hotels) and the Robert Wood
Johnson Foundation; Member of the Advisory
Board of the Institute for Women’s Leadership
at Rutgers University.

 


 

F. Joseph Loughrey
Born 1949. Trustee Since October 2009. Principal
Occupation(s) During the Past Five Years and Other
Experience: President and Chief Operating Officer
(retired 2009) of Cummins Inc. (industrial machinery);
Chairman of the Board of Hillenbrand, Inc. (specialized
consumer services), and of Oxfam America; Director
of SKF AB (industrial machinery), Hyster-Yale Materials
Handling, Inc. (forklift trucks), the Lumina Foundation
for Education, and the V Foundation for Cancer
Research; Member of the Advisory Council for the
College of Arts and Letters and of the Advisory Board
to the Kellogg Institute for International Studies, both
at the University of Notre Dame.

 

Mark Loughridge

Born 1953. Trustee Since March 2012. Principal
Occupation(s) During the Past Five Years and Other
Experience: Senior Vice President and Chief Financial
Officer (retired 2013) at IBM (information technology
services); Fiduciary Member of IBM’s Retirement Plan
Committee (2004–2013); Director of the Dow Chemical
Company; Member of the Council on Chicago Booth.

 

Scott C. Malpass

Born 1962. Trustee Since March 2012. Principal
Occupation(s) During the Past Five Years and Other
Experience: Chief Investment Officer and Vice
President at the University of Notre Dame; Assistant
Professor of Finance at the Mendoza College of
Business at Notre Dame; Member of the Notre Dame
403(b) Investment Committee, the Board of Advisors
for Spruceview Capital Partners, and the Investment
Advisory Committee of Major League Baseball; Board
Member of TIFF Advisory Services, Inc., and Catholic
Investment Services, Inc. (investment advisors).

 

André F. Perold

Born 1952. Trustee Since December 2004. Principal
Occupation(s) During the Past Five Years and Other
Experience: George Gund Professor of Finance and
Banking, Emeritus at the Harvard Business School
(retired 2011); Chief Investment Officer and Managing
Partner of HighVista Strategies LLC (private investment
firm); Director of Rand Merchant Bank; Overseer of
the Museum of Fine Arts Boston.

 

Peter F. Volanakis

Born 1955. Trustee Since July 2009. Principal
Occupation(s) During the Past Five Years and
Other Experience: President and Chief Operating
Officer (retired 2010) of Corning Incorporated
(communications equipment); Chairman of the
Board of Trustees of Colby-Sawyer College;
Member of the Advisory Board of the Norris
Cotton Cancer Center.

 

Executive Officers  
Glenn Booraem  
Born 1967. Treasurer Since May 2015. Principal
Occupation(s) During the Past Five Years and
Other Experience: Principal of The Vanguard Group,
Inc.; Treasurer of each of the investment companies
served by The Vanguard Group; Controller of each of
the investment companies served by The Vanguard
Group (2010–2015); Assistant Controller of each of
the investment companies served by The Vanguard
Group (2001–2010).  

 

Thomas J. Higgins

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

 

Peter Mahoney

 
Born 1974. Controller Since May 2015. Principal
Occupation(s) During the Past Five Years and Other
Experience: Head of Global Fund Accounting at The
Vanguard Group, Inc.; Controller of each of the invest-
ment companies served by The Vanguard Group;
Head of International Fund Services at The Vanguard
Group (2008–2014).  

 

Anne E. Robinson

 
Born 1970. Secretary Since September 2016. Principal
Occupation(s) During the Past Five Years and Other
Experience: Managing Director of The Vanguard Group,
Inc.; General Counsel of The Vanguard Group; Secretary
of The Vanguard Group and of each of the investment
companies served by The Vanguard Group; Director
and Senior Vice President of Vanguard Marketing
Corporation; Managing Director and General Counsel
of Global Cards and Consumer Services at Citigroup
(2014–2016); Counsel at American Express (2003–2014).
 
Vanguard Senior ManagementTeam
Mortimer J. Buckley James M. Norris
Kathleen C. Gubanich Thomas M. Rampulla
Martha G. King Glenn W. Reed
John T. Marcante Karin A. Risi
Chris D. McIsaac Michael Rollings
 
Chairman Emeritus and Senior Advisor
John J. Brennan  
Chairman, 1996–2009  
Chief Executive Officer and President, 1996–2008
 
Founder  
John C. Bogle  
Chairman and Chief Executive Officer, 1974–1996

 

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, the Vanguard Municipal Bond Funds, and the Vanguard State Tax-Exempt Funds.


 

 

  P.O. Box 2600
  Valley Forge, PA 19482-2600
 
 
 
Connect with Vanguard® > vanguard.com
 
 
 
Fund Information > 800-662-7447 CFA® is a registered trademark owned by CFA Institute.
Direct Investor Account Services > 800-662-2739  
Institutional Investor Services > 800-523-1036  
Text Telephone for People  
Who Are Deaf or Hard of Hearing> 800-749-7273  
 
This material may be used in conjunction  
with the offering of shares of any Vanguard  
fund only if preceded or accompanied by  
the fund’s current prospectus.  
 
All comparative mutual fund data are from Lipper, a  
Thomson Reuters Company, or Morningstar, Inc., unless  
otherwise noted.  
 
You can obtain a free copy of Vanguard’s proxy voting  
guidelines by visiting vanguard.com/proxyreporting or by  
calling Vanguard at 800-662-2739. The guidelines are  
also available from the SEC’s website, sec.gov. In  
addition, you may obtain a free report on how your fund  
voted the proxies for securities it owned during the 12  
months ended June 30. To get the report, visit either  
vanguard.com/proxyreporting or sec.gov.  
 
You can review and copy information about your fund at  
the SEC’s Public Reference Room in Washington, D.C. To  
find out more about this public service, call the SEC 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 email addressed to  
publicinfo@sec.gov or via regular mail addressed to the  
Public Reference Section, Securities and Exchange  
Commission, Washington, DC 20549-1520.  
 
  © 2016 The Vanguard Group, Inc.
  All rights reserved.
  Vanguard Marketing Corporation, Distributor.
 
  Q1290 112016

 


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

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

Item 4: Principal Accountant Fees and Services.

(a) Audit Fees.

Audit Fees of the Registrant

Fiscal Year Ended September 30, 2016: $149,000
Fiscal Year Ended September 30, 2015: $142,000

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

Fiscal Year Ended September 30, 2016: $9,629,849
Fiscal Year Ended September 30, 2015: $7,000,200

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

(b) Audit-Related Fees.

Fiscal Year Ended September 30, 2016: $2,717,627
Fiscal Year Ended September 30, 2015: $2,899,096

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

(c) Tax Fees.

Fiscal Year Ended September 30, 2016: $254,050
Fiscal Year Ended September 30, 2015: $353,389

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


 

(d) All Other Fees.

Fiscal Year Ended September 30, 2016: $214,225
Fiscal Year Ended September 30, 2015: $202,313

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

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

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

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

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

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

(g) Aggregate Non-Audit Fees.

Fiscal Year Ended September 30, 2016: $468,275
Fiscal Year Ended September 30, 2015: $555,702


 

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

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

Item 5: Audit Committee of Listed Registrants.

Not Applicable.

Item 6: Investments.


Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

    Market
    Value
  Shares ($000)
 
Common Stocks (96.2%)1    
Australia (1.5%)    
Brambles Ltd. 1,452,541 13,356
Caltex Australia Ltd. 303,878 8,022
Aristocrat Leisure Ltd. 512,134 6,213
BlueScope Steel Ltd. 1,032,385 6,134
Qantas Airways Ltd. 2,503,330 6,005
Cochlear Ltd. 33,471 3,628
Newcrest Mining Ltd. 194,403 3,230
Coca-Cola Amatil Ltd. 312,849 2,459
Alumina Ltd. 1,642,895 1,840
Cleanaway Waste Management Ltd. 1,736,239 1,493
Orica Ltd. 117,880 1,375
ALS Ltd. 273,936 1,256
Fairfax Media Ltd. 1,612,912 1,171
BHP Billiton Ltd. 51,757 895
Iluka Resources Ltd. 166,853 805
* Metcash Ltd. 496,051 799
Asaleo Care Ltd. 624,888 766
Regis Resources Ltd. 246,581 713
Sigma Pharmaceuticals Ltd. 555,893 605
DuluxGroup Ltd. 118,177 598
Resolute Mining Ltd. 402,129 592
GUD Holdings Ltd. 72,599 587
Amcor Ltd. 49,459 575
Spotless Group Holdings Ltd. 621,817 511
Mirvac Group 281,083 483
Tabcorp Holdings Ltd. 84,177 322
ASX Ltd. 8,338 308
Santos Ltd. 101,341 285
Northern Star Resources Ltd. 79,000 275
Orora Ltd. 107,206 259
Cover-More Group Ltd. 191,343 214
Premier Investments Ltd. 10,829 129
    65,903
Austria (0.1%)    
Wienerberger AG 61,314 1,041
Oesterreichische Post AG 18,982 672
ANDRITZ AG 12,145 661
BUWOG AG 14,275 386
    2,760
Belgium (0.2%)    
Anheuser-Busch InBev SA/NV 30,257 3,972
Bekaert SA 32,870 1,499
Cofinimmo SA 6,553 815
Euronav NV 40,459 309
* Orange Belgium SA 11,618 284
    6,879
Brazil (0.7%)    
BM&FBovespa SA - Bolsa de Valores Mercadorias e Futuros 1,685,600 8,713
EDP - Energias do Brasil SA 772,927 3,418
Alpargatas SA Preference Shares 848,182 2,519
Natura Cosmeticos SA 253,426 2,434
MRV Engenharia e Participacoes SA 484,500 1,779
Itausa - Investimentos Itau SA Preference Shares 599,413 1,537
Cosan Ltd. 211,964 1,515
TOTVS SA 152,400 1,424
BTG Pactual Group 215,802 944
Porto Seguro SA 88,209 809
TIM Participacoes SA 328,835 799
Cia Energetica de Minas Gerais ADR 307,244 796
* B2W Cia Digital 139,581 684
Cia Brasileira de Distribuicao Grupo Pao de Acucar Preference Shares 39,490 645
 
 
 
 
  1  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
  Banco Bradesco SA Preference Shares 69,316 632
* Marfrig Global Foods SA 388,354 623
  Cia de Saneamento Basico do Estado de Sao Paulo 62,900 584
  Gerdau SA Preference Shares 163,100 444
* LPS Brasil Consultoria de Imoveis SA 279,700 353
  Ultrapar Participacoes SA 15,500 339
  Qualicorp SA 55,600 328
  Grendene SA 49,400 271
  Eletropaulo Metropolitana Eletricidade de Sao Paulo SA Preference Shares 74,300 242
      31,832
Canada (3.2%)    
^ Canadian Imperial Bank of Commerce 215,800 16,733
  Fairfax Financial Holdings Ltd. (U.S. Shares) 27,770 16,278
  Royal Bank of Canada 252,000 15,609
  Magna International Inc. 338,100 14,514
  Bank of Montreal 174,500 11,435
  Ritchie Bros Auctioneers Inc. (New York Shares) 319,315 11,198
  Canadian Natural Resources Ltd. 229,882 7,349
  Yamana Gold Inc. 1,439,000 6,197
  Fairfax Financial Holdings Ltd. 10,022 5,872
  Brookfield Asset Management Inc. Class A 155,933 5,483
  Rogers Communications Inc. Class B 125,572 5,327
  Loblaw Cos. Ltd. 75,690 3,894
* CGI Group Inc. Class A 58,700 2,796
^ H&R REIT 158,200 2,705
  Open Text Corp. 37,800 2,449
^ PrairieSky Royalty Ltd. 93,107 1,898
  Ritchie Bros Auctioneers Inc. 49,744 1,743
^ Quebecor Inc. Class B 53,000 1,611
^ Bonavista Energy Corp. 375,020 1,206
^ Parkland Fuel Corp. 48,200 1,136
  Canadian REIT 25,800 926
  Constellation Software Inc. 2,000 902
^ Enerplus Corp. 129,200 829
  Industrial Alliance Insurance & Financial Services Inc. 19,200 691
^ Capital Power Corp. 28,700 451
  Aimia Inc. 70,900 446
* Newmarket Gold Inc. 99,019 356
* Argonaut Gold Inc. 123,200 324
^ Mullen Group Ltd. 23,900 300
* Kinross Gold Corp. 70,614 298
^ Morneau Shepell Inc. 20,500 297
* Painted Pony Petroleum Ltd. 47,700 293
^ Nevsun Resources Ltd. 96,300 291
*,^ Teranga Gold Corp. 325,100 290
  Maple Leaf Foods Inc. 11,800 271
  Smart REIT 10,000 269
  Dorel Industries Inc. Class B 10,000 269
  Pengrowth Energy Corp. 148,100 234
* RMP Energy Inc. 251,500 199
  Russel Metals Inc. 8,957 143
  Intertape Polymer Group Inc. 8,000 138
      143,650
Chile (0.3%)    
  Enersis Americas SA ADR 564,716 4,625
  Enersis Chile SA ADR 564,716 2,682
  Quinenco SA 1,019,877 2,263
  Cia Cervecerias Unidas SA 162,069 1,638
* Cia Sud Americana de Vapores SA 11,229,484 186
  Sociedad Quimica y Minera de Chile SA ADR 5,329 143
  Enaex SA 5,437 56
      11,593
 
 
 
 
  2  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

    Market
    Value
  Shares ($000)
China (2.6%)    
* Alibaba Group Holding Ltd. ADR 264,258 27,956
* Baidu Inc. ADR 112,357 20,457
China Mobile Ltd. 1,232,000 15,126
* Ctrip.com International Ltd. ADR 164,971 7,683
* China Biologic Products Inc. 52,184 6,496
NetEase Inc. ADR 25,009 6,022
Tsingtao Brewery Co. Ltd. 1,204,000 4,720
* Autohome Inc. ADR 153,602 3,725
Kingboard Chemical Holdings Ltd. 1,103,000 3,360
China Telecom Corp. Ltd. 4,664,000 2,375
China Mengniu Dairy Co. Ltd. 1,038,000 1,944
* Li Ning Co. Ltd. 2,652,833 1,827
* China Resources Beer Holdings Co. Ltd. 802,658 1,712
Want Want China Holdings Ltd. 2,723,557 1,695
CNOOC Ltd. 1,038,913 1,309
Tingyi Cayman Islands Holding Corp. 1,069,608 1,247
BYD Electronic International Co. Ltd. 1,205,000 1,013
Zhongsheng Group Holdings Ltd. 918,000 876
China Resources Cement Holdings Ltd. 2,136,000 859
TravelSky Technology Ltd. 326,000 778
Ajisen China Holdings Ltd. 1,627,000 748
Goodbaby International Holdings Ltd. 1,435,000 738
* Tarena International Inc. ADR 40,358 584
Shenzhou International Group Holdings Ltd. 72,456 507
China High Speed Transmission Equipment Group Co. Ltd. 436,000 442
Kingboard Laminates Holdings Ltd. 429,000 394
KWG Property Holding Ltd. 592,500 391
Nexteer Automotive Group Ltd. 290,000 378
K Wah International Holdings Ltd. 664,000 366
Geely Automobile Holdings Ltd. 380,000 342
Chaowei Power Holdings Ltd. 412,000 341
Pou Sheng International Holdings Ltd. 954,000 317
Xingda International Holdings Ltd. 761,000 315
* Greentown Service Group Co. Ltd. 782,000 294
China Merchants Port Holdings Co. Ltd. 96,000 257
* Daphne International Holdings Ltd. 962,000 129
    117,723
Colombia (0.1%)    
Bancolombia SA ADR 42,523 1,660
Almacenes Exito SA 140,056 714
    2,374
Cyprus (0.0%)    
Globaltrans Investment plc GDR 50,250 236
 
Czech Republic (0.0%)    
Komercni banka as 13,670 474
 
Denmark (1.2%)    
Novo Nordisk A/S Class B 444,484 18,520
Carlsberg A/S Class B 150,233 14,353
Vestas Wind Systems A/S 119,515 9,874
Coloplast A/S Class B 56,366 4,371
GN Store Nord A/S 148,284 3,199
William Demant Holding A/S 101,371 2,069
* H Lundbeck A/S 28,164 925
ISS A/S 20,836 867
* Topdanmark A/S 21,996 617
Danske Bank A/S 17,759 520
Dfds A/S 8,224 417
Rockwool International A/S Class B 2,092 377
    56,109
Finland (0.6%)    
Neste Oyj 226,786 9,665
 
 
 
 
  3  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
  Tikkurila Oyj 238,288 5,126
  Sampo Oyj Class A 107,735 4,792
  Nokian Renkaat Oyj 30,649 1,117
  Metso Oyj 32,019 934
  UPM-Kymmene Oyj 43,369 916
  Wartsila Oyj Abp 15,674 706
  Amer Sports Oyj 20,675 632
  Tieto Oyj 18,385 580
  Cargotec Oyj Class B 6,944 319
  Sponda Oyj 54,616 281
      25,068
France (1.2%)    
  Bureau Veritas SA 434,996 9,331
  L'Oreal SA 30,284 5,718
  Legrand SA 96,277 5,677
* Nexans SA 56,789 3,257
* Peugeot SA 182,006 2,779
  BNP Paribas SA 45,146 2,321
  Eurofins Scientific SE 4,553 2,068
  Airbus Group SE 29,498 1,784
  Atos SE 15,557 1,676
  Zodiac Aerospace 66,609 1,622
  Rexel SA 92,873 1,421
  AXA SA 59,465 1,265
  Edenred 52,618 1,230
  Groupe Eurotunnel SE 112,314 1,214
  Christian Dior SE 6,478 1,161
  Thales SA 11,154 1,027
* ArcelorMittal 137,930 842
  Sanofi 10,226 779
  Dassault Systemes 8,113 704
*,^ Air France-KLM 124,733 670
  Nexity SA 12,245 646
  SEB SA 4,423 624
  TOTAL SA 13,118 622
  Capgemini SA 6,236 611
  STMicroelectronics NV 74,088 605
  Neopost SA 20,140 544
  JCDecaux SA 14,906 481
  Vicat SA 6,537 422
  Technip SA 6,734 414
  Imerys SA 4,477 323
* Flamel Technologies SA ADR 25,944 322
* Criteo SA ADR 9,076 319
  Elis SA 16,564 273
*,^ Vallourec SA 47,126 211
* Virbac SA 933 156
      53,119
Germany (2.6%)    
  SAP SE 429,798 39,107
* Deutsche Boerse AG 184,850 14,968
* QIAGEN NV 315,500 8,657
  Deutsche Lufthansa AG 651,968 7,255
  Software AG 115,565 4,897
  Fresenius Medical Care AG & Co. KGaA 52,204 4,557
  OSRAM Licht AG 59,212 3,476
* Kloeckner & Co. SE 279,321 3,401
  BASF SE 35,313 3,020
  Deutsche Telekom AG 150,756 2,527
  adidas AG 13,002 2,257
  Bayerische Motoren Werke AG 25,889 2,176
  Volkswagen AG Preference Shares 13,729 1,804
  Evonik Industries AG 50,702 1,714
  Brenntag AG 30,415 1,660
 
 
 
 
    4  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
  HOCHTIEF AG 11,207 1,580
  HeidelbergCement AG 15,799 1,492
  Bechtle AG 12,145 1,405
  CANCOM SE 25,269 1,319
  Axel Springer SE 25,465 1,304
  Symrise AG 14,095 1,033
  CTS Eventim AG & Co. KGaA 26,037 927
  Hannover Rueck SE 7,332 785
  Rheinmetall AG 10,161 707
  TUI AG-DI 49,514 706
  GEA Group AG 11,926 661
  Fielmann AG 6,583 537
  Gerresheimer AG 5,919 503
  Suedzucker AG 16,836 468
  Henkel AG & Co. KGaA Preference Shares 2,961 402
*,^ Heidelberger Druckmaschinen AG 158,538 383
  Salzgitter AG 11,594 380
  Vonovia SE 9,375 355
  Jenoptik AG 17,651 323
  AURELIUS Equity Opportunities SE & Co. KGaA 4,988 315
  Draegerwerk AG & Co. KGaA Preference Shares 4,111 295
  Carl Zeiss Meditec AG 7,493 286
  TAG Immobilien AG 19,333 281
      117,923
Greece (0.0%)    
  Grivalia Properties REIC AE 140,485 1,058
  OPAP SA 40,989 346
  JUMBO SA 26,152 326
* Fourlis Holdings SA 50,267 217
  Alpha Bank AE 115,936 194
      2,141
Hong Kong (1.4%)    
  AIA Group Ltd. 3,784,000 25,353
  Jardine Matheson Holdings Ltd. 228,700 13,893
  Sands China Ltd. 1,676,400 7,343
  CK Hutchison Holdings Ltd. 349,800 4,463
* Esprit Holdings Ltd. 3,738,714 3,041
  HSBC Holdings plc 354,400 2,633
  First Pacific Co. Ltd. 1,751,250 1,254
  Television Broadcasts Ltd. 244,900 934
  Hongkong & Shanghai Hotels Ltd. 713,200 710
  NagaCorp Ltd. 956,000 632
  Dairy Farm International Holdings Ltd. 64,000 455
  Stella International Holdings Ltd. 239,173 410
  SmarTone Telecommunications Holdings Ltd. 217,194 360
  Emperor Capital Group Ltd. 2,850,000 296
  Fairwood Holdings Ltd. 56,500 263
  Truly International Holdings Ltd. 586,000 240
  Cheung Kong Property Holdings Ltd. 31,192 230
  New World Development Co. Ltd. 82,000 107
  Texwinca Holdings Ltd. 144,823 100
      62,717
Hungary (0.0%)    
  MOL Hungarian Oil & Gas plc 6,014 373
 
India (1.0%)    
  ICICI Bank Ltd. 4,521,094 17,221
  Housing Development Finance Corp. Ltd. 668,115 14,029
  Bharat Petroleum Corp. Ltd. 550,395 5,076
  CESC Ltd. 194,216 1,787
  Karnataka Bank Ltd. 603,797 1,337
  Bharti Airtel Ltd. 172,513 815
  Axis Bank Ltd. 98,082 802
  Indian Oil Corp. Ltd. 90,197 790
 
 
 
 
    5  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
  MRF Ltd. 832 637
  Hindalco Industries Ltd. 206,898 477
* Bank of Baroda 185,353 469
  Indraprastha Gas Ltd. 38,453 451
  Chennai Petroleum Corp. Ltd. 97,219 421
  Hindustan Petroleum Corp. Ltd. 65,808 420
  Manappuram Finance Ltd. 291,679 403
  Bodal Chemicals Ltd. 176,679 381
  JSW Steel Ltd. 12,712 331
  Omaxe Ltd. 117,953 303
  Petronet LNG Ltd. 56,882 295
  Tata Chemicals Ltd. 34,825 275
      46,720
Indonesia (0.2%)    
  Telekomunikasi Indonesia Persero Tbk PT 18,377,400 6,087
  Telekomunikasi Indonesia Persero Tbk PT ADR 17,078 1,129
  Matahari Department Store Tbk PT 262,800 373
* XL Axiata Tbk PT 1,585,850 329
  Elnusa Tbk PT 7,669,800 270
      8,188
Ireland (1.4%)    
  CRH plc 942,597 31,256
  Ryanair Holdings plc ADR 259,201 19,448
* Bank of Ireland 46,545,784 9,698
  Paddy Power Betfair plc (London Shares) 17,632 1,987
  Paddy Power Betfair plc 17,160 1,941
  Irish Continental Group plc 158,768 779
* Irish Bank Resolution Corp. Ltd. 122,273
      65,109
Israel (0.1%)    
* Bank Leumi Le-Israel BM 364,209 1,384
  Bank Hapoalim BM 144,325 818
* SodaStream International Ltd. 12,839 341
  El Al Israel Airlines 361,418 332
* Wix.com Ltd. 7,611 331
* Taro Pharmaceutical Industries Ltd. 2,760 305
* Partner Communications Co. Ltd. 53,432 244
      3,755
Italy (0.5%)    
  Fiat Chrysler Automobiles NV 693,924 4,406
  Ferrari NV 69,392 3,605
  Luxottica Group SPA ADR 49,592 2,371
  CNH Industrial NV 325,314 2,328
^ Piaggio & C SPA 1,032,540 1,930
* Saipem SPA 3,846,238 1,628
  UniCredit SPA 429,171 1,000
  EXOR SPA 24,451 991
  Luxottica Group SPA 16,818 804
  Davide Campari-Milano SPA 53,329 601
  Intesa Sanpaolo SPA (Registered) 219,899 488
  Autogrill SPA 42,331 359
  Buzzi Unicem SPA 13,612 279
  Saras SPA 104,270 166
*,2 Technogym SPA 17,218 84
  Recordati SPA 753 24
      21,064
Japan (8.8%)    
  MS&AD Insurance Group Holdings Inc. 1,133,400 31,618
  Daito Trust Construction Co. Ltd. 145,500 23,253
  Nippon Telegraph & Telephone Corp. 375,400 17,145
  SMC Corp. 48,300 13,933
  Daiwa House Industry Co. Ltd. 437,900 11,994
  Secom Co. Ltd. 153,000 11,418
 
 
 
 
    6  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
  CyberAgent Inc. 382,800 11,358
  Olympus Corp. 308,300 10,755
  Kansai Paint Co. Ltd. 388,900 8,519
  Japan Exchange Group Inc. 518,000 8,105
  FUJIFILM Holdings Corp. 208,200 7,705
  Rohm Co. Ltd. 145,200 7,654
  Seven & i Holdings Co. Ltd. 148,200 7,004
  Kirin Holdings Co. Ltd. 417,400 6,911
  West Japan Railway Co. 109,200 6,760
*,^ LINE Corp. 134,900 6,517
  Toyota Motor Corp. 110,800 6,426
  Bandai Namco Holdings Inc. 202,650 6,198
* Tokyo Electric Power Co. Holdings Inc. 1,424,400 6,160
  NTT Data Corp. 119,100 5,953
  East Japan Railway Co. 62,100 5,599
  Dai-ichi Life Insurance Co. Ltd. 404,500 5,552
  Hitachi Ltd. 1,102,000 5,154
  Obayashi Corp. 511,300 5,068
  Sumitomo Mitsui Financial Group Inc. 147,100 4,958
  Shiseido Co. Ltd. 186,300 4,927
  Fujitsu Ltd. 896,000 4,837
  Kao Corp. 83,300 4,692
  Sompo Japan Nipponkoa Holdings Inc. 151,000 4,468
  Tokio Marine Holdings Inc. 115,200 4,415
  USS Co. Ltd. 261,000 4,412
  Alfresa Holdings Corp. 206,000 4,357
  Japan Airlines Co. Ltd. 148,000 4,357
  THK Co. Ltd. 221,032 4,354
  Sumitomo Dainippon Pharma Co. Ltd. 220,100 4,255
  Mizuho Financial Group Inc. 2,220,500 3,710
  Japan Post Holdings Co. Ltd. 264,600 3,325
  LIXIL Group Corp. 149,900 3,216
  Yamato Holdings Co. Ltd. 137,200 3,193
  Resona Holdings Inc. 736,800 3,099
  Toyo Seikan Group Holdings Ltd. 175,300 3,089
  Tohoku Electric Power Co. Inc. 235,400 3,070
  Konami Holdings Corp. 75,100 2,908
  SoftBank Group Corp. 44,100 2,857
  NEC Corp. 1,105,000 2,855
  Mitsubishi Heavy Industries Ltd. 673,000 2,814
  Fuji Media Holdings Inc. 198,000 2,689
  Mixi Inc. 71,600 2,581
  Mitsubishi Estate Co. Ltd. 137,000 2,568
  Otsuka Holdings Co. Ltd. 53,400 2,436
  Nippon Television Holdings Inc. 133,870 2,266
  JFE Holdings Inc. 154,200 2,248
  Tokyo Electron Ltd. 25,300 2,233
  Nomura Holdings Inc. 496,000 2,220
  Japan Tobacco Inc. 53,900 2,202
  Toyo Suisan Kaisha Ltd. 49,800 2,110
  Sumitomo Mitsui Trust Holdings Inc. 62,900 2,041
  Mitsubishi Corp. 84,600 1,923
  NTT Urban Development Corp. 197,000 1,902
  Isetan Mitsukoshi Holdings Ltd. 176,800 1,740
  Mitsubishi Logistics Corp. 120,000 1,730
  Shimizu Corp. 191,000 1,704
  Yamada Denki Co. Ltd. 332,200 1,648
  Fujitsu General Ltd. 69,000 1,499
  Azbil Corp. 44,700 1,351
  Sumitomo Electric Industries Ltd. 91,500 1,294
  Sumitomo Chemical Co. Ltd. 284,000 1,263
  Onward Holdings Co. Ltd. 164,000 1,183
  Nintendo Co. Ltd. 4,000 1,058
  Kyocera Corp. 20,800 998
 
 
 
 
    7  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

    Market
    Value
  Shares ($000)
Toridoll.corp 43,300 993
Nippon Suisan Kaisha Ltd. 212,300 912
Tokyu Construction Co. Ltd. 89,100 891
NH Foods Ltd. 36,000 868
Mitsubishi UFJ Financial Group Inc. 160,900 811
* JAC Recruitment Co. Ltd. 67,100 807
Nikon Corp. 52,600 786
Fuji Heavy Industries Ltd. 20,500 770
Toyota Industries Corp. 15,800 733
Nissan Motor Co. Ltd. 74,300 728
Bridgestone Corp. 18,200 671
Zensho Holdings Co. Ltd. 37,600 671
Daiichi Sankyo Co. Ltd. 27,600 661
Penta-Ocean Construction Co. Ltd. 106,000 604
Komeri Co. Ltd. 23,500 571
SCREEN Holdings Co. Ltd. 8,800 567
Concordia Financial Group Ltd. 126,000 551
ITOCHU Corp. 43,600 546
Gree Inc. 92,400 518
Marui Group Co. Ltd. 37,300 493
Toa Corp. 23,500 434
Kubota Corp. 28,300 428
TDK Corp. 6,200 415
Dowa Holdings Co. Ltd. 59,000 413
Nichias Corp. 46,000 406
Toho Holdings Co. Ltd. 19,000 403
Coca-Cola West Co. Ltd. 14,200 397
Toyo Engineering Corp. 117,000 379
Tokyo Steel Manufacturing Co. Ltd. 55,700 377
TIS Inc. 14,300 370
Suzuken Co. Ltd. 11,100 366
KDDI Corp. 11,800 363
Morinaga Milk Industry Co. Ltd. 44,000 352
Noritz Corp. 16,800 347
Adastria Co. Ltd. 14,400 331
Ulvac Inc. 11,000 327
* Daito Pharmaceutical Co. Ltd. 13,600 319
Sumitomo Bakelite Co. Ltd. 61,000 319
JVC Kenwood Corp. 126,300 318
Furukawa Electric Co. Ltd. 11,600 315
Megmilk Snow Brand Co. Ltd. 8,500 310
Seria Co. Ltd. 3,800 308
Lion Corp. 19,000 307
Hanwa Co. Ltd. 50,000 303
Ryohin Keikaku Co. Ltd. 1,500 302
Avex Group Holdings Inc. 22,100 300
EDION Corp. 35,600 298
Asahi Glass Co. Ltd. 46,000 298
Gurunavi Inc. 10,700 294
Nojima Corp. 23,700 294
Daiho Corp. 53,000 294
Kanematsu Corp. 186,000 289
Yodogawa Steel Works Ltd. 10,700 287
Shimamura Co. Ltd. 2,300 279
Nippon Light Metal Holdings Co. Ltd. 128,400 277
Omron Corp. 7,600 273
Saizeriya Co. Ltd. 12,000 273
Tokyo Gas Co. Ltd. 58,000 258
Paramount Bed Holdings Co. Ltd. 6,100 230
Casio Computer Co. Ltd. 15,800 222
Studio Alice Co. Ltd. 8,400 184
Matsumotokiyoshi Holdings Co. Ltd. 3,200 165
Sekisui Chemical Co. Ltd. 11,000 158
AEON Financial Service Co. Ltd. 8,500 148
 
 
 
 
  8  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
  Nissan Chemical Industries Ltd. 4,800 145
  Fukuoka Financial Group Inc. 35,000 145
  OSG Corp. 7,200 143
  Meidensha Corp. 43,000 142
  Hitachi Capital Corp. 6,100 130
  TechnoPro Holdings Inc. 3,000 113
  Temp Holdings Co. Ltd. 6,000 105
  Suntory Beverage & Food Ltd. 2,400 104
  Senko Co. Ltd. 14,500 101
  Daifuku Co. Ltd. 4,900 90
  Sawai Pharmaceutical Co. Ltd. 1,200 85
  SCSK Corp. 1,400 57
  Maeda Corp. 6,000 51
  Chiba Bank Ltd. 8,000 45
  Obic Co. Ltd. 700 37
      395,189
Luxembourg (0.1%)    
  Ternium SA ADR 71,622 1,406
* Stabilus SA 17,568 989
      2,395
Malaysia (0.5%)    
  Tenaga Nasional Bhd. 5,675,800 19,648
  Public Bank Bhd. (Local) 453,500 2,175
  Top Glove Corp. Bhd. 153,900 190
      22,013
Mexico (0.1%)    
* Cemex SAB de CV ADR 228,369 1,813
* Controladora Vuela Cia de Aviacion SAB de CV ADR 45,023 783
  America Movil SAB de CV ADR 48,619 556
  Industrias Bachoco SAB de CV Class B 131,636 550
  Gentera SAB de CV 157,272 283
  Grupo Mexico SAB de CV Class B 109,853 269
  Alfa SAB de CV Class A 171,017 267
  Grupo Elektra SAB DE CV 19,464 252
* Industrias CH SAB de CV Class B 18,735 84
      4,857
Netherlands (0.9%)    
  Unilever NV 476,652 21,988
  Heineken NV 39,687 3,491
  Akzo Nobel NV 37,710 2,552
  Koninklijke Philips NV 83,947 2,485
  Koninklijke Ahold Delhaize NV 87,630 1,996
  Koninklijke KPN NV 578,700 1,921
  Wolters Kluwer NV 33,660 1,441
  Boskalis Westminster 35,998 1,281
  ASML Holding NV 6,210 681
  Corbion NV 16,433 443
  Randstad Holding NV 8,676 395
  Koninklijke Vopak NV 5,657 297
* ASR Nederland NV 13,546 275
      39,246
New Zealand (0.0%)    
  Spark New Zealand Ltd. 534,344 1,405
  PGG Wrightson Ltd. 51,996 20
      1,425
Norway (0.6%)    
  Statoil ASA 630,224 10,573
  Schibsted ASA Class A 298,323 8,778
  Schibsted ASA Class B 298,323 8,005
  DNB ASA 60,589 796
  Grieg Seafood ASA 43,054 345
  Bakkafrost P/F 7,018 294
 
 
 
 
    9  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

        Market
        Value
      Shares ($000)
  Salmar ASA   9,235 282
        29,073
Other (0.4%)      
3 Vanguard FTSE Emerging Markets ETF   421,149 15,848
 
Peru (0.0%)      
* Cia de Minas Buenaventura SAA ADR   82,604 1,143
 
Philippines (0.0%)      
  Energy Development Corp.   9,468,500 1,159
  Lopez Holdings Corp.   3,106,249 529
        1,688
Poland (0.0%)      
  Polski Koncern Naftowy ORLEN SA   73,601 1,257
  Polskie Gornictwo Naftowe i Gazownictwo SA   347,186 460
  Bank Pekao SA   6,780 220
        1,937
Qatar (0.0%)      
  Barwa Real Estate Co.   129,964 1,208
  Ooredoo QSC   27,036 713
        1,921
Russia (0.7%)      
* Yandex NV Class A   737,771 15,530
  Sberbank of Russia PJSC ADR   1,108,663 10,378
  Lukoil PJSC ADR   83,742 4,071
  Gazprom PJSC ADR   440,704 1,857
* Global Ports Investments plc GDR   289,481 835
  Rosneft PJSC GDR   114,107 624
  O'Key Group SA GDR   267,777 464
        33,759
Singapore (0.5%)      
  DBS Group Holdings Ltd.   1,402,500 15,921
  Great Eastern Holdings Ltd.   144,000 2,156
  United Overseas Bank Ltd.   39,200 544
* GL Ltd.   766,700 440
  Singapore Airlines Ltd.   51,800 401
  Venture Corp. Ltd.   47,900 317
  China Aviation Oil Singapore Corp. Ltd.   291,800 288
  Haw Par Corp. Ltd.   40,600 269
  United Industrial Corp. Ltd.   108,200 216
  Super Group Ltd.   128,800 75
        20,627
South Africa (1.5%)      
  Naspers Ltd.   282,364 48,936
  MTN Group Ltd.   532,636 4,568
  Standard Bank Group Ltd.   333,858 3,430
* Sappi Ltd.   638,716 3,310
  Gold Fields Ltd. ADR   528,274 2,562
^ Harmony Gold Mining Co. Ltd. ADR   359,065 1,253
  Old Mutual plc   390,933 1,029
  JSE Ltd.   77,966 909
  Clicks Group Ltd.   96,311 893
* Anglo American Platinum Ltd.   28,424 802
  Telkom SA SOC Ltd.   131,268 579
  Grindrod Ltd.   439,255 369
  SPAR Group Ltd.   24,897 349
  Barloworld Ltd.   51,706 315
  Exxaro Resources Ltd.   48,597 300
  MMI Holdings Ltd.   170,111 278
* African Bank Investments Ltd.   2,597,627
        69,882
South Korea (2.8%)      
  Samsung Electronics Co. Ltd.   33,578 48,938
 
 
 
 
    10  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
Samsung Electronics Co. Ltd. GDR   32,887 23,682
SK Hynix Inc.   506,671 18,543
LG Display Co. Ltd.   271,319 6,920
Shinhan Financial Group Co. Ltd.   97,376 3,567
Korea Electric Power Corp.   63,494 3,109
KT Corp.   106,276 3,079
LG Electronics Inc.   59,430 2,590
Hyundai Motor Co.   19,948 2,463
Hana Financial Group Inc.   80,602 2,050
Lotte Shopping Co. Ltd.   9,092 1,709
LG Uplus Corp.   104,834 1,118
SK Innovation Co. Ltd.   7,241 1,070
S-Oil Corp.   10,917 809
KB Financial Group Inc.   23,236 798
LG Corp.   10,943 646
Hite Jinro Co. Ltd.   28,487 584
S-1 Corp.   5,659 523
Kia Motors Corp.   9,888 380
Poongsan Corp.   12,087 373
* Visang Education Inc.   18,447 295
GS Home Shopping Inc.   1,823 273
* Dongkuk Steel Mill Co. Ltd.   36,289 260
CJ O Shopping Co. Ltd.   1,713 251
Partron Co. Ltd.   29,054 241
Dongjin Semichem Co. Ltd.   28,540 237
Samsung Fire & Marine Insurance Co. Ltd.   766 195
      124,703
Spain (0.6%)      
ACS Actividades de Construccion y Servicios SA   328,302 9,922
Distribuidora Internacional de Alimentacion SA   1,414,167 8,755
Red Electrica Corp. SA   85,123 1,835
Viscofan SA   26,706 1,445
Endesa SA   67,030 1,437
Acerinox SA   89,420 1,183
Mediaset Espana Comunicacion SA   82,426 977
Gas Natural SDG SA   41,512 853
Prosegur Cia de Seguridad SA   41,980 293
Banco Santander SA   31,187 138
      26,838
Sweden (1.3%)      
Svenska Handelsbanken AB Class A   1,768,064 24,280
Atlas Copco AB Class B   608,315 16,609
Assa Abloy AB Class B   225,345 4,576
Electrolux AB Class B   106,760 2,675
Swedish Match AB   47,982 1,760
Sandvik AB   141,294 1,553
NCC AB Class B   40,720 1,066
Telefonaktiebolaget LM Ericsson Class B   142,373 1,027
Nordea Bank AB   99,291 985
* Oriflame Holding AG   24,851 911
Millicom International Cellular SA   17,060 884
Modern Times Group MTG AB Class B   27,883 714
* Bonava AB   40,720 513
Granges AB   43,715 446
L E Lundbergforetagen AB Class B   6,634 435
Peab AB   37,897 327
Saab AB Class B   8,550 304
Hufvudstaden AB Class A   17,304 300
Vitrolife AB   4,708 299
Loomis AB Class B   9,517 294
Husqvarna AB   32,409 283
      60,241
 
 
 
 
  11  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
Switzerland (2.3%)      
Nestle SA   324,871 25,598
Schindler Holding AG   103,396 19,371
Cie Financiere Richemont SA   227,987 13,882
Novartis AG   137,152 10,786
Geberit AG   16,793 7,350
OC Oerlikon Corp. AG   605,523 6,046
Roche Holding AG   15,250 3,778
Galenica AG   3,044 3,228
Logitech International SA   101,419 2,275
Adecco Group AG   37,688 2,122
UBS Group AG   139,651 1,896
Sonova Holding AG   7,923 1,121
Swiss Re AG   11,009 993
Swiss Life Holding AG   3,426 885
Cie Financiere Richemont SA (Johannesburg Shares)   141,491 860
Lonza Group AG   4,320 824
Temenos Group AG   8,616 543
Helvetia Holding AG   847 427
Swiss Prime Site AG   4,673 410
DKSH Holding AG   4,667 343
Vontobel Holding AG   6,876 342
Tecan Group AG   1,775 311
ALSO Holding AG   3,433 302
Valora Holding AG   1,010 288
      103,981
Taiwan (2.7%)      
Taiwan Semiconductor Manufacturing Co. Ltd. ADR   1,356,486 41,495
Hon Hai Precision Industry Co. Ltd.   11,148,717 28,226
Chunghwa Telecom Co. Ltd.   5,644,000 19,921
* HTC Corp.   2,415,000 6,774
United Microelectronics Corp.   18,021,000 6,620
Taiwan Semiconductor Manufacturing Co. Ltd.   789,577 4,631
Teco Electric and Machinery Co. Ltd.   2,136,190 1,852
Yungtay Engineering Co. Ltd.   1,233,000 1,837
Elite Material Co. Ltd.   578,000 1,582
Delta Electronics Inc.   260,488 1,396
Formosa Petrochemical Corp.   370,000 1,116
Chroma ATE Inc.   356,000 958
Ruentex Industries Ltd.   453,164 733
Tripod Technology Corp.   308,000 687
Micro-Star International Co. Ltd.   203,000 531
Giantplus Technology Co. Ltd.   700,000 438
Getac Technology Corp.   360,000 421
Silicon Motion Technology Corp. ADR   7,168 371
Wistron Corp.   442,862 330
Gigabyte Technology Co. Ltd.   239,000 319
China General Plastics Corp.   475,000 315
Hitron Technology Inc.   438,000 300
Taiwan Sakura Corp.   278,000 294
Acer Inc.   624,000 292
Primax Electronics Ltd.   198,000 291
Alpha Networks Inc.   462,000 286
Sitronix Technology Corp.   86,000 285
Lite-On Technology Corp.   196,978 285
Topco Scientific Co. Ltd.   103,000 280
Taiwan Business Bank   1,098,300 279
      123,145
Thailand (0.1%)      
Bangkok Bank PCL (Foreign)   422,800 1,992
Star Petroleum Refining PCL   3,939,300 1,232
Kasikornbank PCL (Foreign)   156,700 853
Thai Oil PCL   334,400 665
* Asia Aviation PCL   1,620,200 337
 
 
 
 
  12  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
IRPC PCL   2,207,400 312
Siam Cement PCL NVDR   19,850 296
Sansiri PCL   5,822,000 294
* Thanachart Capital PCL   250,400 294
Banpu PCL   610,600 278
* Banpu PCL - NVDR Rights Exp. 10/13/2016   26,350 6
      6,559
Turkey (0.2%)      
Turkiye Garanti Bankasi AS   791,300 2,102
Turkiye Halk Bankasi AS   549,704 1,675
Tekfen Holding AS   483,687 1,247
* Yapi ve Kredi Bankasi AS   793,798 971
Kordsa Global Endustriyel Iplik ve Kord Bezi Sanayi ve Ticaret AS   230,255 522
Trakya Cam Sanayii AS   325,627 271
Goodyear Lastikleri TAS   225,583 267
Kardemir Karabuk Demir Celik Sanayi ve Ticaret AS   617,702 261
      7,316
United Kingdom (6.4%)      
Prudential plc   2,536,608 45,021
Reckitt Benckiser Group plc   221,853 20,907
Royal Dutch Shell plc Class A   791,410 19,800
Wolseley plc   325,472 18,346
BP plc ADR   447,634 15,739
WPP plc   586,606 13,807
Rolls-Royce Holdings plc   1,221,374 11,400
Hays plc   4,586,892 7,718
Spectris plc   289,298 7,380
Compass Group plc   247,829 4,806
Rightmove plc   86,160 4,715
Intertek Group plc   97,273 4,404
Diageo plc   147,955 4,242
Experian plc   203,894 4,085
Unilever plc   83,306 3,949
BP plc   668,491 3,893
Bunzl plc   129,398 3,829
Jupiter Fund Management plc   610,838 3,368
RELX NV   168,007 3,188
Rotork plc   1,161,411 3,180
Provident Financial plc   72,327 2,837
DCC plc   30,089 2,743
BAE Systems plc   397,336 2,696
ITV plc   1,077,156 2,618
2 Merlin Entertainments plc   423,744 2,418
3i Group plc   285,834 2,406
* Anglo American plc Ordinary Shares   177,625 2,228
2 Auto Trader Group plc   402,514 2,116
Lloyds Banking Group plc   2,876,860 2,037
G4S plc   668,341 1,973
Capita plc   224,165 1,947
HomeServe plc   260,634 1,942
British American Tobacco plc   30,026 1,920
Barclays plc   878,576 1,916
Vodafone Group plc   664,903 1,907
Admiral Group plc   70,912 1,883
Ladbrokes plc   1,034,411 1,877
* Standard Chartered plc   216,140 1,760
Carnival plc   34,694 1,694
TUI AG   117,190 1,666
WH Smith plc   81,457 1,626
* Serco Group plc   948,253 1,606
Royal Dutch Shell plc Class B   58,266 1,512
Mondi plc   71,186 1,497
SSP Group plc   359,875 1,492
AstraZeneca plc   22,141 1,434
 
 
 
 
  13  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
Daily Mail & General Trust plc   147,095 1,419
ICAP plc   234,847 1,419
BGEO Group plc   36,421 1,373
* Glencore plc   500,371 1,372
IG Group Holdings plc   115,254 1,301
Rio Tinto plc   36,353 1,210
Informa plc   126,929 1,173
* Thomas Cook Group plc   1,281,853 1,150
Berendsen plc   71,109 1,147
Moneysupermarket.com Group plc   291,692 1,136
BHP Billiton plc   72,680 1,092
GVC Holdings plc   111,696 1,074
Imperial Brands plc   18,915 975
* Just Eat plc   135,937 944
St. James's Place plc   72,165 889
International Personal Finance plc   251,684 848
Stagecoach Group plc   298,344 817
* Tesco plc   338,212 801
UBM plc   76,829 710
Pets at Home Group plc   226,878 692
GlaxoSmithKline plc   28,723 612
Sky plc   50,016 580
Johnson Matthey plc   13,484 576
Amec Foster Wheeler plc   77,314 576
Drax Group plc   139,975 554
Barratt Developments plc   84,673 544
easyJet plc   40,792 533
Smith & Nephew plc   33,020 533
InterContinental Hotels Group plc   12,823 529
J D Wetherspoon plc   39,513 482
Beazley plc   94,397 474
Devro plc   153,629 473
National Grid plc   33,099 468
JD Sports Fashion plc   24,095 460
Close Brothers Group plc   24,651 437
Wm Morrison Supermarkets plc   139,409 394
National Express Group plc   83,321 372
Pagegroup plc   81,035 354
^ Antofagasta plc   51,864 351
Inchcape plc   36,597 312
Abcam plc   28,624 312
2 Non-Standard Finance plc   323,829 310
Petrofac Ltd.   24,478 283
Millennium & Copthorne Hotels plc   50,101 282
IMI plc   19,191 267
2 McCarthy & Stone plc   115,132 249
* Premier Oil plc   262,285 233
Centrica plc   71,680 212
Northgate plc   37,787 212
      289,044
United States (46.8%)      
Consumer Discretionary (6.5%)      
* Amazon.com Inc.   125,698 105,248
Royal Caribbean Cruises Ltd.   549,584 41,191
* CarMax Inc.   406,640 21,694
Omnicom Group Inc.   190,488 16,191
Harley-Davidson Inc.   221,910 11,670
* Tesla Motors Inc.   54,373 11,094
Time Warner Inc.   129,423 10,303
McDonald's Corp.   88,347 10,192
* TripAdvisor Inc.   146,589 9,261
* Priceline Group Inc.   5,025 7,394
American Eagle Outfitters Inc.   338,297 6,042
* Urban Outfitters Inc.   140,660 4,856
 
 
 
 
  14  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
Cooper Tire & Rubber Co.   125,761 4,781
* AutoZone Inc.   5,934 4,559
Big Lots Inc.   93,420 4,461
International Game Technology plc   147,732 3,602
* Genesco Inc.   53,831 2,932
Kohl's Corp.   64,365 2,816
Wolverine World Wide Inc.   101,355 2,334
Williams-Sonoma Inc.   45,058 2,302
Children's Place Inc.   21,230 1,696
TJX Cos. Inc.   11,850 886
Garmin Ltd.   16,528 795
Home Depot Inc.   5,978 769
Nutrisystem Inc.   25,280 751
Gannett Co. Inc.   44,809 522
Dillard's Inc. Class A   7,619 480
* Francesca's Holdings Corp.   30,368 469
* Stoneridge Inc.   24,027 442
Interpublic Group of Cos. Inc.   14,904 333
* K12 Inc.   23,050 331
General Motors Co.   9,266 294
Ethan Allen Interiors Inc.   8,996 281
Speedway Motorsports Inc.   14,086 252
* American Public Education Inc.   9,739 193
Rocky Brands Inc.   14,203 150
      291,567
Consumer Staples (5.5%)      
Procter & Gamble Co.   615,340 55,227
Coca-Cola Co.   1,051,531 44,501
Colgate-Palmolive Co.   437,656 32,448
PepsiCo Inc.   277,980 30,236
Hershey Co.   134,220 12,831
Wal-Mart Stores Inc.   131,668 9,496
Philip Morris International Inc.   82,327 8,004
Mead Johnson Nutrition Co.   92,735 7,327
Dean Foods Co.   435,046 7,135
Archer-Daniels-Midland Co.   162,603 6,857
Estee Lauder Cos. Inc. Class A   69,967 6,196
Pilgrim's Pride Corp.   254,259 5,370
Altria Group Inc.   84,706 5,356
Bunge Ltd.   87,799 5,200
Costco Wholesale Corp.   33,052 5,041
Sanderson Farms Inc.   44,027 4,241
Ingredion Inc.   26,471 3,522
Kraft Heinz Co.   8,409 753
* AdvancePierre Foods Holdings Inc.   10,978 302
      250,043
Energy (2.1%)      
Exxon Mobil Corp.   396,117 34,573
Apache Corp.   325,185 20,770
EOG Resources Inc.   211,202 20,425
Rowan Cos. plc Class A   426,052 6,459
National Oilwell Varco Inc.   151,506 5,566
World Fuel Services Corp.   98,951 4,577
Superior Energy Services Inc.   167,683 3,002
* Overseas Shipholding Group Inc. Class A   56,561 598
* McDermott International Inc.   54,657 274
* Exterran Corp.   15,974 250
      96,494
Financials (7.9%)      
* Berkshire Hathaway Inc. Class B   268,568 38,800
First Republic Bank   423,434 32,651
* Markel Corp.   34,304 31,860
Moody's Corp.   279,879 30,305
 
 
 
 
  15  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
TD Ameritrade Holding Corp.   741,980 26,147
Wells Fargo & Co.   510,039 22,585
US Bancorp   416,137 17,848
Travelers Cos. Inc.   135,554 15,528
Voya Financial Inc.   517,574 14,916
Loews Corp.   301,640 12,412
* Alleghany Corp.   20,936 10,992
Aflac Inc.   144,129 10,359
Chubb Ltd.   77,002 9,675
MarketAxess Holdings Inc.   51,689 8,559
Willis Towers Watson plc   55,853 7,416
Interactive Brokers Group Inc.   184,605 6,511
Franklin Resources Inc.   176,308 6,271
American Express Co.   90,714 5,809
Financial Engines Inc.   190,870 5,671
CYS Investments Inc.   582,684 5,081
Leucadia National Corp.   262,828 5,004
RenaissanceRe Holdings Ltd.   37,838 4,547
Hartford Financial Services Group Inc.   102,722 4,399
Endurance Specialty Holdings Ltd.   59,397 3,888
M&T Bank Corp.   33,040 3,836
JPMorgan Chase & Co.   53,547 3,566
Validus Holdings Ltd.   63,309 3,154
T. Rowe Price Group Inc.   42,419 2,821
Bank of New York Mellon Corp.   31,576 1,259
Citizens Financial Group Inc.   50,376 1,245
American International Group Inc.   19,288 1,145
* EZCORP Inc. Class A   96,752 1,070
Goldman Sachs Group Inc.   3,001 484
* Piper Jaffray Cos.   6,112 295
GAIN Capital Holdings Inc.   34,802 215
Calamos Asset Management Inc. Class A   17,710 121
      356,445
Health Care (8.3%)      
Johnson & Johnson   259,146 30,613
* Waters Corp.   173,914 27,564
Anthem Inc.   208,861 26,172
* Mettler-Toledo International Inc.   57,107 23,975
* WellCare Health Plans Inc.   193,900 22,704
* Charles River Laboratories International Inc.   220,887 18,409
Bruker Corp.   724,652 16,413
* VWR Corp.   567,409 16,092
* United Therapeutics Corp.   130,952 15,463
* PRA Health Sciences Inc.   271,067 15,318
* Seattle Genetics Inc.   279,918 15,118
* Myriad Genetics Inc.   660,286 13,589
* Bio-Rad Laboratories Inc. Class A   81,244 13,309
ResMed Inc.   201,776 13,073
* Mallinckrodt plc   167,032 11,656
* INC Research Holdings Inc. Class A   246,188 10,975
* Five Prime Therapeutics Inc.   164,324 8,625
* Emergent BioSolutions Inc.   270,295 8,522
* PAREXEL International Corp.   101,950 7,080
Merck & Co. Inc.   109,504 6,834
* Intuitive Surgical Inc.   8,519 6,175
Baxter International Inc.   127,925 6,089
* Alnylam Pharmaceuticals Inc.   85,961 5,826
* Varian Medical Systems Inc.   58,495 5,822
Abbott Laboratories   133,412 5,642
PDL BioPharma Inc.   1,043,258 3,495
* Exelixis Inc.   198,539 2,539
* Cambrex Corp.   50,750 2,256
* Luminex Corp.   89,233 2,027
* Supernus Pharmaceuticals Inc.   65,202 1,612
 
 
 
 
  16  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

      Market
      Value
    Shares ($000)
* Patheon NV   49,533 1,468
* Amphastar Pharmaceuticals Inc.   49,533 940
* Globus Medical Inc.   39,306 887
* Orthofix International NV   18,593 795
* Quintiles Transnational Holdings Inc.   7,872 638
* Impax Laboratories Inc.   26,781 635
* Triple-S Management Corp. Class B   28,538 626
* Heska Corp.   9,672 527
* BioTelemetry Inc.   24,707 459
* BioSpecifics Technologies Corp.   9,084 415
* Surmodics Inc.   11,690 352
* Aptevo Therapeutics Inc.   135,147 346
* SciClone Pharmaceuticals Inc.   32,848 337
* Xencor Inc.   13,123 321
* Aratana Therapeutics Inc.   31,258 293
* Lantheus Holdings Inc.   34,356 285
* Vanda Pharmaceuticals Inc.   15,336 255
* Applied Genetic Technologies Corp.   15,032 147
* Five Star Quality Care Inc.   40,229 77
* Alliance HealthCare Services Inc.   6,889 47
      372,837
Industrials (3.3%)      
CH Robinson Worldwide Inc.   268,445 18,915
Wabtec Corp.   164,859 13,461
Lincoln Electric Holdings Inc.   213,956 13,398
* NOW Inc.   468,278 10,035
General Electric Co.   335,091 9,925
3M Co.   54,052 9,526
* Stericycle Inc.   109,290 8,759
* Kirby Corp.   133,748 8,314
Union Pacific Corp.   72,767 7,097
United Technologies Corp.   60,220 6,118
Emerson Electric Co.   94,102 5,129
* Clean Harbors Inc.   96,726 4,641
Insperity Inc.   58,829 4,273
MSC Industrial Direct Co. Inc. Class A   50,886 3,736
Universal Forest Products Inc.   35,414 3,488
Expeditors International of Washington Inc.   62,871 3,239
* Wabash National Corp.   113,593 1,618
United Parcel Service Inc. Class B   14,573 1,594
PACCAR Inc.   23,791 1,398
Fastenal Co.   29,829 1,246
Brady Corp. Class A   35,920 1,243
Comfort Systems USA Inc.   41,308 1,211
Insteel Industries Inc.   32,779 1,188
HNI Corp.   26,439 1,052
ManpowerGroup Inc.   11,962 864
Kimball International Inc. Class B   48,535 628
* Vectrus Inc.   35,898 547
Global Brass & Copper Holdings Inc.   16,817 486
Herman Miller Inc.   16,021 458
* Herc Holdings Inc.   12,965 437
Argan Inc.   7,080 419
Quad/Graphics Inc.   15,552 416
UniFirst Corp.   2,999 395
McGrath RentCorp   10,508 333
* RPX Corp.   26,689 285
* Ducommun Inc.   12,486 285
Supreme Industries Inc. Class A   14,540 281
Knoll Inc.   11,111 254
* Titan Machinery Inc.   22,144 230
* ARC Document Solutions Inc.   55,705 208
      147,130
 
 
 
 
  17  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

        Market
        Value
      Shares ($000)
Information Technology (10.6%)      
* Alphabet Inc. Class C   57,929 45,028
  Apple Inc.   366,170 41,395
  Microsoft Corp.   653,918 37,666
* Facebook Inc. Class A   276,942 35,523
  Intel Corp.   641,298 24,209
  Visa Inc. Class A   269,925 22,323
  Linear Technology Corp.   363,301 21,540
  Mastercard Inc.   199,029 20,255
  Symantec Corp.   671,369 16,851
  Texas Instruments Inc.   223,718 15,701
  Oracle Corp.   397,351 15,608
  Teradyne Inc.   647,443 13,972
  NVIDIA Corp.   194,165 13,304
  Dolby Laboratories Inc. Class A   242,532 13,167
* GrubHub Inc.   235,337 10,117
* Alphabet Inc. Class A   11,994 9,644
  Computer Sciences Corp.   180,323 9,415
  Accenture plc Class A   76,349 9,328
  Xilinx Inc.   154,054 8,371
  Convergys Corp.   261,045 7,941
* Teradata Corp.   249,105 7,722
* PayPal Holdings Inc.   170,566 6,988
  Xerox Corp.   640,663 6,490
* MicroStrategy Inc. Class A   38,007 6,364
  FLIR Systems Inc.   201,978 6,346
* Tech Data Corp.   72,248 6,120
  Analog Devices Inc.   89,065 5,740
* eBay Inc.   174,426 5,739
  Paychex Inc.   84,064 4,865
*,^ Zillow Group Inc.   135,812 4,706
  Automatic Data Processing Inc.   51,850 4,573
  SYNNEX Corp.   27,113 3,094
  ManTech International Corp. Class A   67,194 2,533
* IPG Photonics Corp.   29,131 2,399
  CSG Systems International Inc.   56,634 2,341
* Zillow Group Inc. Class A   67,906 2,339
* CommVault Systems Inc.   26,660 1,416
* NETGEAR Inc.   22,857 1,383
* Insight Enterprises Inc.   28,768 936
  EarthLink Holdings Corp.   149,361 926
* Manhattan Associates Inc.   15,731 906
* Sykes Enterprises Inc.   20,049 564
* Net 1 UEPS Technologies Inc.   60,242 516
* Finisar Corp.   13,201 393
* Genpact Ltd.   15,856 380
* Benchmark Electronics Inc.   13,708 342
* Alpha & Omega Semiconductor Ltd.   15,259 331
* Progress Software Corp.   9,806 267
* Rubicon Project Inc.   31,531 261
* Synacor Inc.   80,400 234
* Zedge Inc. Class B   4,595 16
        478,588
Materials (1.4%)      
  Martin Marietta Materials Inc.   114,290 20,470
  Praxair Inc.   159,475 19,269
  Monsanto Co.   150,273 15,358
* Axalta Coating Systems Ltd.   119,584 3,381
  PPG Industries Inc.   24,328 2,515
  Greif Inc. Class A   31,307 1,553
  Trinseo SA   20,402 1,154
  Schnitzer Steel Industries Inc.   45,790 957
  Mercer International Inc.   47,458 402
 
 
 
 
    18  

 


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

          Market
          Value
        Shares ($000)
  Stepan Co.     4,698 341
          65,400
Other (0.0%)        
* Sun-Times Media Group Inc. Class A     130,959
* Washington Mutual Inc. Escrow     166,300
         
Real Estate (0.5%)        
  Rayonier Inc.     314,728 8,353
* Howard Hughes Corp.     71,184 8,151
  Weyerhaeuser Co.     111,178 3,551
  Select Income REIT     30,425 818
* Forestar Group Inc.     23,469 275
          21,148
Telecommunication Services (0.7%)        
  AT&T Inc.     776,150 31,520
* T-Mobile US Inc.     36,949 1,726
* United States Cellular Corp.     6,775 246
  IDT Corp. Class B     13,786 238
          33,730
 
          2,113,382
 
Total Common Stocks (Cost $3,762,084)       4,341,922
 
 
    Coupon      
 
Temporary Cash Investments (4.1%)1        
Money Market Fund (4.0%)        
4,5 Vanguard Market Liquidity Fund 0.640%   1,793,806 179,399
 
 
        Face  
      Maturity Amount  
      Date ($000)  
U.S. Government and Agency Obligations (0.1%)        
6,7 Federal Home Loan Bank Discount Notes 0.431% 10/3/16 5,000 5,000
6,7 Federal Home Loan Bank Discount Notes 0.339% 11/14/16 100 100
7,8 Freddie Mac Discount Notes 0.300% 11/8/16 500 500
7 United States Treasury Bill 0.281% 12/15/16 900 899
7 United States Treasury Bill 0.300% 12/22/16 600 600
 
          7,099
 
Total Temporary Cash Investments (Cost $186,494)       186,498
 
Total Investments (100.3%) (Cost $3,948,578)       4,528,420
Other Assets and Liabilities—Net (-0.3%)5,7       (12,973)
 
Net Assets (100%)       4,515,447

 

* Non-income-producing security.
^ Includes partial security positions on loan to broker-dealers. The total value of securities on loan is $19,743,000.
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 98.4% and 1.9%, respectively, of net
assets.
2 Security exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be sold in transactions exempt from
registration, normally to qualified institutional buyers. At September 30, 2016, the aggregate value of these securities was $5,177,000,
representing 0.1% of net assets.
3 Considered an affiliated company of the fund as the issuer is another member of The Vanguard Group.
4 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day
yield.
5 Includes $21,355,000 of collateral received for securities on loan.
6 The issuer operates under a congressional charter; its securities are generally neither guaranteed by the U.S. Treasury nor backed by the full
faith and credit of the U.S. government.

19


 

Vanguard® Global Equity Fund
Schedule of Investments
September 30, 2016

7 Securities with a value of $5,899,000 and cash of $2,613,000 have been segregated as initial margin for open futures contracts.
8 The issuer was placed under federal conservatorship in September 2008; since that time, its daily operations have been managed by the Federal
Housing Finance Agency and it receives capital from the U.S. Treasury, as needed to maintain a positive net worth, in exchange for senior
preferred stock.
ADR—American Depositary Receipt.
GDR—Global Depositary Receipt.
NVDR—Non-Voting Depository Receipt.
REIT—Real Estate Investment Trust.

20


 

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© 2016 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation, Distributor.

SNA1290 112016



Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Vanguard Horizon Funds and the Shareholders of Vanguard Global Equity Fund:

In our opinion, the accompanying statement of net assets investments summary and the related statements of operations and of changes in net assets and the financial highlights (included in Item 1 of this Form N-CSR) and the schedule of investments (included in Item 6 of this Form N-CSR) present fairly, in all material respects, the financial position of the Vanguard Global Equity Fund (constituting a separate portfolio of Vanguard Horizon Funds, hereafter referred to as the "Fund") at September 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements, financial highlights, and schedule of investments (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2016 by correspondence with the custodian and brokers and by agreement to the underlying ownership records of the transfer agent, provide a reasonable basis for our opinion.


November 15, 2016

PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042 T: (267) 330 3000, F: (267) 330 3300, www.pwc.com/us


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

Not Applicable.

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

Not Applicable.

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

Not Applicable.

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

Not Applicable.

Item 11: Controls and Procedures.

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

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


 

Item 12: 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 HORIZON FUNDS
 
 
BY: /s/ F. WILLIAM MCNABB III*
  F. WILLIAM MCNABB III
  CHIEF EXECUTIVE OFFICER
 
Date: November 17, 2016

 

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 HORIZON FUNDS

 

BY:

/s/ F. WILLIAM MCNABB III*
  F. WILLIAM MCNABB III
  CHIEF EXECUTIVE OFFICER

 

Date: November 17, 2016

 

 

VANGUARD HORIZON FUNDS

 

BY:

/s/ THOMAS J. HIGGINS*
  THOMAS J. HIGGINS
  CHIEF FINANCIAL OFFICER
Date: November 17, 2016

 

* 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.