Proxy Statement - proxy-direct.com

Aug 17, 2017 - maintain consistency with share class minimums for other Vanguard funds, the minimum initial .... legal counsel fees, custodian fees, registration and filing fees required by securities laws ...... Princeton, NJ. 8.27%. Comerica ...
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An Important Message from Vanguard Chief Executive Officer F. William McNabb III my role in January 2018. All other nominees, eight of whom currently serve as trustee to each fund and two new nominees, are independent of Vanguard, including the nominee who currently serves as lead trustee. Many of the enclosed proposals involve updating and harmonizing your funds’ investment policies to help Vanguard manage your funds more efficiently and effectively. Specific proposals related to the REIT Index Fund, Variable Insurance Fund—REIT Index Portfolio, Institutional Index Fund, and Institutional Total Stock Market Index Fund are also included. The trustees recommend you vote in favor of these proposals.

Dear fellow shareholder, Thank you for placing your trust in Vanguard. Every dollar you invest with us is a sign of faith in our funds, our people, and our way of doing business. We work hard every day to earn and maintain that trust and to give all investors the best chance for investment success. On behalf of the Boards of Trustees, I’m pleased to announce all Vanguard funds will hold a Joint Special Meeting of Shareholders on November 15, 2017, at the DoubleTree Paradise Valley in Scottsdale, Arizona. All shareholders have an opportunity to vote on proposals that affect their funds. Your vote is very important. I urge you to review the enclosed information carefully and then vote either by Internet, mail, phone, or in person at the meeting.

Important proxy news

Your fund. Your vote.

We also have included a proposal submitted by shareholders of certain funds. The trustees have reviewed this proposal carefully and recommend voting against it because it is not in the best interest of long-term shareholders. A detailed rationale for our recommendation with respect to this proposal is enclosed. I ask you to vote as soon as possible. Every shareholder matters, and we want to hear from you. Thank you for taking the time to review the enclosed proposals and for your participation in this important process.

An important part of the proxy statement is a proposal to elect trustees for all Vanguard funds. These nominees have been selected for their experience, judgment, and integrity. They clearly understand their responsibility to represent your interests in the boardroom. There are only two Vanguard employees who are nominees; myself and Mortimer (Tim) J. Buckley, who will succeed me as CEO when I retire from

Sincerely,

F. William McNabb, III Chairman and CEO August 17, 2017 I

Important Information About Voting Why am I being asked to vote? Because your vote makes a difference. If many shareholders choose not to vote, the funds might not receive enough votes to reach quorum and conduct the shareholder meeting in November. If that appears likely to happen, the funds will have to send additional mailings to shareholders to try to get more votes— a process that would be very costly for the funds and thus for you as a fund shareholder.

What’s the deadline for submitting my vote? We encourage you to vote as soon as possible to make sure that your fund receives enough votes to act on the proposals. The final opportunity to cast your vote is at the shareholder meeting on November 15, 2017.

We encourage you to vote through the Internet or by telephone using the voting control number and security code that appear on your proxy card or the voting control number that appears on your voting instruction card. These voting methods will save your fund money (since they do not require return postage). If you would like to change your previous vote, you may do so using any of the methods described above.

How do I sign the proxy card? You should sign your name exactly as it appears on the enclosed proxy card or voting instruction card. Unless you have instructed us otherwise, either owner of a joint account may sign the card, but again, the owner must sign the name exactly as it appears on the card. The proxy ca