Vanguard Funds , et al.

November 1, 2024

Via E-Mail

Stephen Bier
Dechert LLP
Three Bryant Park
1095 Avenue of the Americas
New York, NY  10036
stephen.bier@dechert.com

Re: Vanguard Funds (Vanguard Dividend Appreciation Index Fund, Vanguard Short-Term Corporate Bond Index Fund, Vanguard Developed Markets Index Fund, Vanguard Inflation-Protected Securities Fund, Vanguard Intermediate-Term Investment Grade Fund, Vanguard Long-Term Investment Grade Fund, Vanguard Long-Term Treasury Fund, Vanguard Short-Term Federal Fund, Vanguard Short-Term Treasury Fund, Vanguard Short-Term Investment-Grade Fund, Vanguard 500 Index Fund, Vanguard Capital Opportunity Fund, Vanguard Cash Reserves Federal Money Market Fund (f/k/a Vanguard Prime Money Market Fund), Vanguard Dividend Growth Fund, Vanguard Equity Income Fund, Vanguard European Stock Index Fund, Vanguard Federal Money Market Fund, Vanguard FTSE All-World Ex-US Index Fund, Vanguard FTSE Social Index Fund, Vanguard Global Equity Fund, Vanguard GNMA Fund, Vanguard Growth Index Fund, Vanguard High-Yield Corporate Fund, Vanguard Intermediate-Term Bond Index Fund, Vanguard Intermediate-Term Tax-Exempt Fund, Vanguard Intermediate-Term Treasury Fund, Vanguard International Growth Fund, Vanguard LifeStrategy Moderate Growth Fund, Vanguard Mid-Cap Index Fund, Vanguard Mid-Cap Value Index Fund, Vanguard New York Long-Term Tax-Exempt Fund, Vanguard Pacific Stock Index Fund, Vanguard PRIMECAP Fund, Vanguard Real Estate Index Fund, Vanguard Small-Cap Index Fund, Vanguard Small-Cap Value Index Fund, Vanguard STAR Fund, Vanguard Strategic Equity Fund, Vanguard Target Retirement Income Fund, Vanguard Tax-Managed Capital Appreciation Fund, Vanguard Tax-Managed Small-Cap Fund, Vanguard Total Bond Market Index Fund, Vanguard Total International Stock Index Fund, Vanguard Total Stock Market Index Fund, Vanguard Wellesley Income Fund, Vanguard Wellington Fund, and Vanguard Windsor Fund, Vanguard Windsor II Fund)  

Omission of Shareholder Proposal Submitted by Judith Blanchard, Alyse Simon, Marjorie A. McDiarmid (as executor for John McDiarmid), Camille Dull, Patrick Mehr, Robert S. Nelson, Bonnie R. Nelson, Kani Ilangovan, David Leon, Janet Diamond, Mary Haskell, William Rosenfeld, Mary Lou Rosczyk, and Shoshana Grossman-Crist, Pursuant to Rule 14a-8 Under the Securities Exchange Act of 1934, as amended

Dear Mr. Bier:

In two letters dated September 3, 2024, on behalf of Vanguard Dividend Appreciation Index Fund, Vanguard Short-Term Corporate Bond Index Fund, Vanguard Developed Markets Index Fund, Vanguard Inflation-Protected Securities Fund, Vanguard Intermediate-Term Investment Grade Fund, Vanguard Long-Term Investment Grade Fund, Vanguard Long-Term Treasury Fund, Vanguard Short-Term Federal Fund, Vanguard Short-Term Treasury Fund, and Vanguard Short-Term Investment-Grade Fund (the funds expressly listed above, the “First Group of Funds”) and on behalf of Vanguard 500 Index Fund, Vanguard Capital Opportunity Fund, Vanguard Cash Reserves Federal Money Market Fund (f/k/a Vanguard Prime Money Market Fund), Vanguard Dividend Growth Fund, Vanguard Equity Income Fund, Vanguard European Stock Index Fund, Vanguard Federal Money Market Fund, Vanguard FTSE All-World Ex-US Index Fund, Vanguard FTSE Social Index Fund, Vanguard Global Equity Fund, Vanguard GNMA Fund, Vanguard Growth Index Fund, Vanguard High-Yield Corporate Fund, Vanguard Intermediate-Term Bond Index Fund, Vanguard Intermediate-Term Tax-Exempt Fund, Vanguard Intermediate-Term Treasury Fund, Vanguard International Growth Fund, Vanguard LifeStrategy Moderate Growth Fund, Vanguard Mid-Cap Index Fund, Vanguard Mid-Cap Value Index Fund, Vanguard New York Long-Term Tax-Exempt Fund, Vanguard Pacific Stock Index Fund, Vanguard PRIMECAP Fund, Vanguard Real Estate Index Fund, Vanguard Small-Cap Index Fund, Vanguard Small-Cap Value Index Fund, Vanguard STAR Fund, Vanguard Strategic Equity Fund, Vanguard Target Retirement Income Fund, Vanguard Tax-Managed Capital Appreciation Fund, Vanguard Tax-Managed Small-Cap Fund, Vanguard Total Bond Market Index Fund, Vanguard Total International Stock Index Fund, Vanguard Total Stock Market Index Fund, Vanguard Wellesley Income Fund, Vanguard Wellington Fund, and Vanguard Windsor Fund, Vanguard Windsor II Fund (the “Second Group of Funds”), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “Proposal”) submitted by Judith Blanchard, Alyse Simon, Marjorie A. McDiarmid (as executor for John McDiarmid), Camille Dull, Patrick Mehr, Robert S. Nelson, Bonnie R. Nelson, Kani Ilangovan, David Leon, Janet Diamond, Mary Haskell, William Rosenfeld, Mary Lou Rosczyk, and Shoshana Grossman-Crist (the “Proponents”) on August 13, 2018,  September 19, 2018, October 15, 2018, October 17, 2018, October 18, 2018, October 22, 2018, October 23, 2018, October 28, 2018, October 29, 2018, November 1, 2018, November 18, 2018, November 30, 2018, and December 29, 2018, is excluded from the proxy materials for the Funds’ 2025 Special Meeting (the “Proxy Materials”). We also received supplemental correspondence from you dated September 24, 2024 and October 2, 2024. The Proposal provides:

RESOLVED, Shareholders request that the Board institute transparent procedures to avoid holding or recommending investments in companies that, in management’s judgment, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights.

The First Group of Funds argues that the Proposal may be excluded from the Proxy Materials, as permitted by Rule 14a-8(f)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), because the First Group of Funds is unable to confirm that the Proponents continue to be shareholders of the First Group of Funds and have continuously held the requisite amount of fund shares since submitting the Proposal, as required by Rule 14a-8(b)(1) under the Exchange Act.

Based on the information you provided, there appears to be a basis for your view that the Proposal may be excluded in reliance on Rule 14a-8(b)(1). Accordingly, we will not recommend enforcement action to the Commission if the First Group of Funds excludes the Proposal from their Proxy Materials in reliance on Rule 14a-8(b)(1). In reaching this position, we have not found it necessary to address the alternative basis for exclusion upon which the First Group of Funds relies.

The Second Group of Funds argues that the Proposal may be excluded from the Proxy Materials, as permitted by Rule 14a-8(i)(7) under the Exchange Act, because the Proposal deals with matters relating to the Second Group of Funds’ ordinary business operations.

Based on the information you provided, there appears to be a basis for your view that the Proposal may be excluded in reliance on Rule 14a-8(i)(7), as relating to the funds’ ordinary business operations. Accordingly, we will not recommend enforcement action to the Commission if the Second Group of Funds excludes the Proposal from their Proxy Materials in reliance on Rule 14a-8(i)(7).

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please feel free to contact me at (202) 551-5166.

Attachment
cc: (via email)
Judith Blanchard
Alyse Simon
Marjorie A. McDiarmid (as executor for John McDiarmid)
Camille Dull
Patrick Mehr
Robert S. Nelson
Bonnie R. Nelson
Kani Ilangovan
David Leon
Janet Diamond
Mary Haskell
William Rosenfeld
Mary Lou Rosczyk
Shoshana Grossman-Crist