497 1 sai012018.htm ALL FUNDS SAI SUPPLEMENT sai012018.htm - Generated by SEC Publisher for SEC Filing

Vanguard Funds

Supplement to the Statement of Additional Information

The boards of trustees of the Vanguard funds have elected Mortimer J. Buckley as President and Chief Executive Officer, effective January 1, 2018.

Additionally, at a special meeting held on November 15, 2017, shareholders of the Vanguard funds elected Mortimer J. Buckley, Deanna Mulligan, and Sarah Bloom Raskin as trustees, effective January 1, 2018. Ms. Raskin will serve as a member of the board’s audit committee.

Rajiv L. Gupta retired from the funds’ boards of trustees effective December 31, 2017.

Statement of Additional Information Text Changes

In the Management of the Fund(s) section under Officers and Trustees, the following replaces similar text in the paragraph about the board’s audit committee:

The audit committee of the board, which is composed of JoAnn Heffernan Heisen, F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis, each of whom is an independent trustee, oversees management of financial risks and controls.


 

The biographical table under Officers and Trustees is replaced as follows:  
 
 
      Principal Occupation(s) Number of
    Vanguard and Outside Directorships Vanguard Funds
  Position(s) Funds’ Trustee/ During the Past Five Years Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
Interested Trustees1        
F. William McNabb III Chairman of the July 2009 Mr. McNabb has served as Chairman of the Board of 201
(1957) Board   Vanguard and of each of the investment companies  
      served by Vanguard since January 2010; Trustee of  
      each of the investment companies served by Vanguard  
      since 2009; and Director of Vanguard since 2008. Mr.  
      McNabb served as Chief Executive Officer and  
      President of Vanguard and of each of the investment  
      companies served by Vanguard (2008–2017) and as a  
      Managing Director of Vanguard (1995–2008). Mr.  
      McNabb also serves as a Director of Vanguard  
      Marketing Corporation.  
 
Mortimer J. Buckley Chief Executive January 2018 Mr. Buckley has served as Chief Executive Officer of 201
(1969) Officer and   Vanguard since January 2018; Chief Executive Officer,  
  President   President, and Trustee of each of the investment  
      companies served by Vanguard since January 2018;  
      and President and Director of Vanguard since 2017.  
      Previous positions held by Mr. Buckley at Vanguard  
      include Chief Investment Officer (2013–2017), Head of  
      the Retail Investor Group (2006–2012), and Chief  
      Information Officer (2001–2006). Mr. Buckley also  
      served as Chairman of the Board of the Children’s  
      Hospital of Philadelphia (2011–2017).  
 
 
 
1 Mr. McNabb and Mr. Buckley are considered “interested persons,” as defined in the 1940 Act, because they are officers of the Trust.  
 
Independent Trustees        
Emerson U. Fullwood Trustee January 2008 Mr. Fullwood is the former Executive Chief Staff and 201
(1948)     Marketing Officer for North America and Corporate  
      Vice President (retired 2008) of Xerox Corporation  
      (document management products and services).  
      Previous positions held at Xerox by Mr. Fullwood include  
      President of the Worldwide Channels Group, President  
      of Latin America, Executive Chief Staff Officer of  
      Developing Markets, and President of Worldwide  
      Customer Services. Mr. Fullwood is the Executive in  
      Residence and 2009–2010 Distinguished Minett  
      Professor at the Rochester Institute of Technology.  
      Mr. Fullwood serves as Lead Director of SPX FLOW, Inc.  
      (multi-industry manufacturing); as a Director of the  
      University of Rochester Medical Center, Monroe  
      Community College Foundation, the United Way of  
      Rochester, North Carolina A&T University, and Roberts  
      Wesleyan College; and as a Trustee of the University of  
      Rochester.  

 


 

      Principal Occupation(s) Number of
    Vanguard and Outside Directorships Vanguard Funds
  Position(s) Funds’ Trustee/ During the Past Five Years Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
Amy Gutmann Trustee June 2006 Dr. Gutmann has served as the President of the 201
(1949)     University of Pennsylvania since 2004. She is the  
      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. Dr. Gutmann also serves  
      as a Trustee of the National Constitution Center.  
 
JoAnn Heffernan Heisen Trustee July 1998 Ms. Heisen is the former Corporate Vice President 201
(1950)     of Johnson & Johnson (pharmaceuticals/medical  
      devices/consumer products) and a former member of  
      the Executive Committee (1997–2008). During her  
      tenure at Johnson & Johnson, Ms. Heisen held  
      multiple roles, including: Chief Global Diversity Officer  
      (retired 2008), Vice President and Chief Information  
      Officer (1997–2006), Controller (1995–1997), Treasurer  
      (1991–1995), and Assistant Treasurer (1989–1991). Ms.  
      Heisen serves as a Director of Skytop Lodge  
      Corporation (hotels) and the Robert Wood Johnson  
      Foundation and as a member of the Advisory Board of  
      the Institute for Women’s Leadership at Rutgers  
      University.  
 
F. Joseph Loughrey Trustee October 2009 Mr. Loughrey is the former President and Chief 201
(1949)     Operating Officer (retired 2009) and Vice Chairman of  
      the Board (2008–2009) of Cummins Inc. (industrial  
      machinery). Mr. Loughrey serves as Chairman of the  
      Board of Hillenbrand, Inc. (specialized consumer  
      services), Oxfam America, and the Lumina Foundation  
      for Education; as a Director of the V Foundation for  
      Cancer Research; and as a member of the Advisory  
      Council for the College of Arts and Letters and Chair of  
      the Advisory Board to the Kellogg Institute for  
      International Studies, both at the University of Notre  
Dame.
 
Mark Loughridge Trustee March 2012 Mr. Loughridge is the former Senior Vice President and 201
(1953)     Chief Financial Officer (retired 2013) at IBM  
      (information technology services). Mr. Loughridge also  
      served as a fiduciary member of IBM’s Retirement Plan  
      Committee (2004–2013). Previous positions held by Mr.  
      Loughridge at IBM include Senior Vice President and  
      General Manager of Global Financing (2002–2004),  
      Vice President and Controller (1998–2002), and a  
      variety of management roles. Mr. Loughridge serves as  
      a member of the Council on Chicago Booth.  

 


 

      Principal Occupation(s) Number of
    Vanguard and Outside Directorships Vanguard Funds
  Position(s) Funds’ Trustee/ During the Past Five Years Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
Scott C. Malpass Trustee March 2012 Mr. Malpass has served as Chief Investment Officer 201
(1962)     since 1989 and Vice President since 1996 at the  
      University of Notre Dame. Mr. Malpass serves as an  
      Assistant Professor of Finance at the Mendoza College  
      of Business at the University of Notre Dame and is a  
      member of the Notre Dame 403(b) Investment  
      Committee. Mr. Malpass also serves as Chairman of  
      the Board of TIFF Advisory Services, Inc., and on the  
      board of Catholic Investment Services, Inc.  
      (investment advisors); as a member of the board of  
      advisors for Spruceview Capital Partners; and as a  
      member of the Board of Superintendence of the  
      Institute for the Works of Religion.  
 
Deanna Mulligan Trustee January 2018 Ms. Mulligan has served as President since 2010 and 201
(1963)     Chief Executive Officer since 2011 at The Guardian Life  
      Insurance Company of America.2 Previous positions  
      held by Ms. Mulligan at The Guardian Life Insurance  
      Company of America include Chief Operating Officer  
      (2010–2011) and Executive Vice President of Individual  
      Life and Disability (2008–2010). Ms. Mulligan serves as  
      a Member of the Board of The Guardian Life Insurance  
      Company of America, the American Council of Life  
      Insurers, the Partnership for New York City (business  
      leadership), and the Committee Encouraging  
      Corporate Philanthropy. She also serves as a Trustee of  
      the Economic Club of New York and the Bruce  
      Museum (arts and science) and as a member of the  
      Advisory Council for the Stanford Graduate School of  
      Business.  
 
André F. Perold Trustee December 2004 Dr. Perold is the George Gund Professor of Finance 201
(1952)     and Banking, Emeritus at the Harvard Business School  
      (retired 2011). Dr. Perold serves as Chief Investment  
      Officer and Co-Managing Partner of HighVista  
      Strategies LLC (private investment firm). Dr. Perold  
      also serves as an Overseer of the Museum of Fine  
      Arts Boston.  
 
Sarah Bloom Raskin Trustee January 2018 Ms. Raskin served as Deputy Secretary of the United 201
(1961)     States Department of the Treasury (2014–2017),  
      Governor of the Federal Reserve Board (2010–2014),  
      and Commissioner of Financial Regulation of the State  
      of Maryland (2007–2010). Ms. Raskin also served as a  
      member of the Neighborhood Reinvestment  
      Corporation Board (2012–2014). Ms. Raskin serves as a  
      Director of i(x) Investments, LLC.  

 


 

      Principal Occupation(s) Number of
    Vanguard and Outside Directorships Vanguard Funds
  Position(s) Funds’ Trustee/ During the Past Five Years Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
Peter F. Volanakis Trustee July 2009 Mr. Volanakis is the retired President and Chief 201
(1955)     Operating Officer (retired 2010) of Corning  
      Incorporated (communications equipment) and a  
      former Director of Corning Incorporated (2000–2010)  
      and of Dow Corning (2001–2010). Mr. Volanakis served  
      as a Director of SPX Corporation (multi-industry  
      manufacturing) in 2012 and as an Overseer of the  
      Amos Tuck School of Business Administration at  
      Dartmouth College (2001–2013). Mr. Volanakis serves  
      as Chairman of the Board of Trustees of Colby-Sawyer  
      College and is a Member of the Board of Hypertherm  
      Inc. (industrial cutting systems, software, and  
      consumables).  

 

2 Guardian Life provides group insurance and administrative services for employee benefits such as group life, dental, vision, and disability coverage to two advisors, each of which manages one or more of the Vanguard funds. Amounts paid by these advisors to Guardian Life for such insurance and services were less than 0.006% of Guardian Life’s premium revenues in each of 2015 and 2016. Park Avenue Securities (PAS) is an indirect, wholly-owned subsidiary of Guardian Life and a dually registered broker-dealer and investment advisor. From time to time, PAS receives payments related to the sale of certain non-Vanguard mutual funds advised by firms that also advise certain Vanguard funds. In 2016, these payments amounted to less than 0.15% of PAS’ revenues and PAS’ earnings comprised less than 1% of Guardian Life’s pre-tax earnings. Deanna Mulligan is not an officer or director of PAS.

Executive Officers        
Glenn Booraem Investment February 2001 Mr. Booraem, a Principal of Vanguard, has served as 201
(1967) Stewardship   Investment Stewardship Officer of each of the  
  Officer   investment companies served by Vanguard since  
      February 2017. Mr. Booraem served as Treasurer  
      (2015–2017), Controller (2010–2015), and Assistant  
      Controller (2001–2010) of each of the investment  
      companies served by Vanguard.  
 
Christine M. Buchanan Treasurer November 2017 Ms. Buchanan, a Principal of Vanguard, has served as 201
(1970)     Treasurer of each of the investment companies served  
      by Vanguard since November 2017. Ms. Buchanan  
      served as a Partner at KPMG LLP (2005–2017). She also  
      serves as Global Head of Fund Administration at  
      Vanguard.  
Thomas J. Higgins Chief Financial July 1998 Mr. Higgins, a Principal of Vanguard, has served as Chief 201
(1957) Officer   Financial Officer of each of the investment companies  
      served by Vanguard since 2008. Mr. Higgins served as  
      Treasurer of each of the investment companies served  
      by Vanguard (1998–2008).  
 
Peter Mahoney Controller May 2015 Mr. Mahoney, a Principal of Vanguard, has served as 201
(1974)     Controller of each of the investment companies served  
      by Vanguard since May 2015. Mr. Mahoney served as  
      head of International Fund Services at Vanguard (2008–  
2014).

 


 

      Principal Occupation(s) Number of
    Vanguard and Outside Directorships Vanguard Funds
  Position(s) Funds’ Trustee/ During the Past Five Years Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
Anne E. Robinson Secretary September 2016 Ms. Robinson has served as General Counsel of 201
(1970)     Vanguard since September 2016; Secretary of  
      Vanguard and of each of the investment companies  
      served by Vanguard since September 2016; Director  
      and Senior Vice President of Vanguard Marketing  
      Corporation since September 2016; and a Managing  
      Director of Vanguard since August 2016. Ms. Robinson  
      served as Managing Director and General Counsel of  
      Global Cards and Consumer Services at Citigroup  
      (2014–2016). She also served as counsel at American  
      Express (2003–2014).  
 
Michael Rollings Finance Director February 2017 Mr. Rollings, a Managing Director of Vanguard since 201
(1963)     June 2016, has served as Finance Director of each of  
      the investment companies served by Vanguard since  
      November 2017 and as a Director of Vanguard  
      Marketing Corporation since June 2016. Mr. Rollings  
      served as Treasurer of each of the investment  
      companies served by Vanguard from February 2017 to  
      November 2017. He served as the Executive Vice  
      President and Chief Financial Officer of MassMutual  
      Financial Group (2006–2016).  

 

Following the biographical table under Officer and Trustees, the sentence that lists the members of the board’s audit committee is revised as follows:

The following independent trustees serve as members of the committee: Ms. Heisen, Mr. Loughrey, Mr. Loughridge, Ms. Raskin, and Mr. Volanakis.

The following replaces similar text in the Management of the Fund(s) section under Trustee Compensation:

“Interested” Trustees. Mr. McNabb and Mr. Buckley serve as trustees, but are not paid in this capacity. They are, however, paid in their roles as officers of Vanguard.

Any other references to Mr. McNabb’s role as President and Chief Executive Officer (of Vanguard and/or of each of the investment companies served by Vanguard) are hereby deleted.

© 2018 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.

SAI ALL 012018