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: 811-02968-99
Name of Registrant: | | Vanguard Trustees’ Equity Fund |
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: October 31
Date of reporting period: November 1, 2018—April 30, 2019
Item 1: Reports to Shareholders
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Semiannual Report | April 30, 2019 Vanguard International Value Fund |
See the inside front cover for important information about access to your fund’s annual and semiannual shareholder reports. |
Important information about access to shareholder reports
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of your fund’s annual and semiannual shareholder reports will no longer be sent to you by mail, unless you specifically request them. Instead, you will be notified by mail each time a report is posted on the website and will be provided with a link to access the report.
If you have already elected to receive shareholder reports electronically, you will not be affected by this change and do not need to take any action. You may elect to receive shareholder reports and other communications from the fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the fund, by calling Vanguard at one of the phone numbers on the back cover of this report or by logging on to vanguard.com.
You may elect to receive paper copies of all future shareholder reports free of charge. If you invest through a financial intermediary, you can contact the intermediary to request that you continue to receive paper copies. If you invest directly with the fund, you can call Vanguard at one of the phone numbers on the back cover of this report or log on to vanguard.com. Your election to receive paper copies will apply to all the funds you hold through an intermediary or directly with Vanguard.
Contents | |
| |
About Your Fund’s Expenses | 1 |
| |
Financial Statements | 4 |
| |
Trustees Approve Advisory Arrangements | 18 |
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.
1
Six Months Ended April 30, 2019
| | Beginning | | Ending | | Expenses |
| | Account Value | | Account Value | | Paid During |
International Value Fund | | 10/31/2018 | | 4/30/2019 | | Period |
Based on Actual Fund Return | | $1,000.00 | | $1,073.50 | | $1.95 |
Based on Hypothetical 5% Yearly Return | | 1,000.00 | | 1,022.91 | | 1.91 |
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 0.38%. 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 (181/365).
2
International Value Fund
Sector Diversification
As of April 30, 2019
Communication Services | 11.5% |
Consumer Discretionary | 8.2 |
Consumer Staples | 5.2 |
Energy | 7.3 |
Financials | 24.2 |
Health Care | 11.6 |
Industrials | 11.9 |
Information Technology | 14.0 |
Materials | 2.5 |
Real Estate | 2.0 |
Utilities | 1.6 |
The table reflects the fund’s equity exposure, based on its investments in stocks and stock index futures. Any holdings in short-term reserves are excluded. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
3
International Value Fund
Financial Statements (unaudited)
Statement of Net Assets
As of April 30, 2019
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports will be available on the SEC’s website at www.sec.gov.
| | | Shares | | Market Value· ($000 | ) |
Common Stocks (93.9%)1 | | | | | |
Australia (1.1%) | | | | | |
| BHP Group Ltd. | | 2,296,766 | | 60,778 | |
| QBE Insurance Group Ltd. | | 5,256,739 | | 47,947 | |
| | | | | 108,725 | |
Belgium (1.1%) | | | | | |
| Anheuser-Busch InBev SA/NV | | 1,301,606 | | 115,722 | |
| | | | | | |
Brazil (0.9%) | | | | | |
| BB Seguridade Participacoes SA | | 5,493,900 | | 39,595 | |
| Cia de Saneamento Basico do Estado de Sao Paulo | | 2,638,900 | | 31,631 | |
| Kroton Educacional SA | | 7,600,100 | | 18,898 | |
| | | | | 90,124 | |
Canada (2.6%) | | | | | |
| Suncor Energy Inc. | | 2,525,800 | | 83,295 | |
| Canadian Natural Resources Ltd. | | 2,054,300 | | 61,673 | |
| Canadian National Railway Co. (Toronto Shares) | | 533,400 | | 49,546 | |
| Rogers Communications Inc. Class B | | 696,300 | | 35,057 | |
| National Bank of Canada | | 696,200 | | 33,165 | |
| | | | | 262,736 | |
China (5.3%) | | | | | |
| Tencent Holdings Ltd. | | 2,950,000 | | 145,399 | |
| Ping An Insurance Group Co. of China Ltd. | | 8,522,000 | | 103,156 | |
| Lenovo Group Ltd. | | 109,958,000 | | 101,895 | |
| China Mobile Ltd. | | 9,645,000 | | 92,027 | |
| Shanghai Fosun Pharmaceutical Group Co. Ltd. | | 16,158,500 | | 55,578 | |
* | 58.com Inc. ADR | | 563,715 | | 40,469 | |
| | | | | 538,524 | |
| | | | | | |
Denmark (1.0%) | | 451,852 | | 58,425 | |
| Carlsberg A/S Class B | | 131,191 | | 21,794 | |
* | Genmab A/S | | 416,969 | | 17,514 | |
| Pandora A/S | | | | 97,733 | |
| | | | | | |
Finland (1.9%) | | 1,609,324 | | 73,688 | |
| Sampo Oyj Class A | | 14,016,858 | | 73,653 | |
| Nokia Oyj | | 5,704,472 | | 46,181 | |
| Nordea Bank Abp | | | | 193,522 | |
| | | | | | |
France (10.3%) | | 2,539,749 | | 221,592 | |
^ | Sanofi | | 744,299 | | 108,490 | |
| Safran SA | | 5,914,343 | | 92,433 | |
| Orange SA | | 1,597,032 | | 88,781 | |
| TOTAL SA | | 927,359 | | 78,270 | |
| Ingenico Group SA | | 1,408,013 | | 74,953 | |
| BNP Paribas SA | | 2,169,200 | | 62,963 | |
^ | Vivendi SA | | 594,563 | | 60,049 | |
^ | Vinci SA | | 539,539 | | 55,632 | |
^ | Atos SE | | 554,242 | | 52,951 | |
* | Ubisoft Entertainment SA | | 3,718,995 | | 51,070 | |
| Credit Agricole SA | | 383,361 | | 49,573 | |
| Cie Generale des Etablissements Michelin SCA | | 1,343,988 | | 29,240 | |
| ArcelorMittal | | 3,560,935 | | 20,984 | |
| Natixis SA | | | | 1,046,981 | |
| | | | | | |
Germany (4.7%) | | 1,031,473 | | 132,966 | |
| SAP SE | | 9,209,473 | | 83,009 | |
* | Commerzbank AG | | 7,248,202 | | 77,931 | |
| E.ON SE | | 418,600 | | 73,089 | |
| Volkswagen AG Preference Shares | | 849,241 | | 56,504 | |
| Bayer AG | | 638,078 | | 53,779 | |
| Fresenius Medical Care AG & Co. KGaA | | | | 477,278 | |
4
International Value Fund
| | | Shares | | Market Value· ($000 | ) |
Hong Kong (3.0%) | | | | | |
| CK Hutchison Holdings Ltd. | | 12,808,692 | | 134,669 | |
| Swire Pacific Ltd. Class A | | 6,451,850 | | 81,703 | |
| Galaxy Entertainment Group Ltd. | | 10,278,000 | | 76,974 | |
| Li & Fung Ltd. | | 38,162,000 | | 6,341 | |
| | | | | 299,687 | |
India (2.1%) | | | | | |
| ICICI Bank Ltd. ADR | | 14,166,498 | | 162,207 | |
* | State Bank of India | | 11,642,309 | | 51,887 | |
| | | | | 214,094 | |
Indonesia (0.3%) | | | | | |
| Telekomunikasi Indonesia Persero Tbk PT ADR | | 1,278,568 | | 34,202 | |
| | | | | | |
Ireland (0.5%) | | | | | |
* | Ryanair Holdings plc ADR | | 586,314 | | 45,521 | |
| | | | | | |
Italy (1.3%) | | | | | |
| Eni SPA | | 5,571,248 | | 94,941 | |
| CNH Industrial NV | | 2,206,722 | | 23,991 | |
| UniCredit SPA | | 1,135,386 | | 15,719 | |
| | | | | 134,651 | |
Japan (15.0%) | | | | | |
| Sumitomo Mitsui | | | | | |
| Financial Group Inc. | | 3,863,100 | | 140,409 | |
| Tokyo Electron Ltd. | | 693,100 | | 110,018 | |
| East Japan Railway Co. | | 941,200 | | 88,700 | |
| Panasonic Corp. | | 9,384,100 | | 86,411 | |
| Sumitomo Mitsui Trust Holdings Inc. | | 2,118,800 | | 73,927 | |
| Fujitsu Ltd. | | 950,929 | | 69,812 | |
| Makita Corp. | | 1,850,400 | | 67,509 | |
| Alps Alpine Co. Ltd. | | 3,144,000 | | 66,492 | |
| Nidec Corp. | | 462,400 | | 66,049 | |
| Sumitomo Electric Industries Ltd. | | 4,439,000 | | 59,064 | |
| Komatsu Ltd. | | 2,219,600 | | 57,333 | |
| Daiwa House Industry Co. Ltd. | | 1,954,000 | | 54,770 | |
| Ulvac Inc. | | 1,614,309 | | 54,380 | |
| Japan Tobacco Inc. | | 2,295,300 | | 53,039 | |
| Sumitomo Realty & Development Co. Ltd. | | 1,417,877 | | 52,419 | |
| Sony Corp. | | 977,200 | | 49,220 | |
| Nomura Holdings Inc. | | 12,169,400 | | 46,076 | |
| DeNA Co. Ltd. | | 2,726,500 | | 42,579 | |
| Kao Corp. | | 540,000 | | 41,687 | |
| Yahoo Japan Corp. | | 13,049,500 | | 34,835 | |
| Ryohin Keikaku Co. Ltd. | | 176,600 | | 33,685 | |
| Suzuki Motor Corp. | | 592,100 | | 27,020 | |
| ITOCHU Corp. | | 1,434,100 | | 25,876 | |
| Hitachi Ltd. | | 677,400 | | 22,529 | |
| Sumitomo Chemical Co. Ltd. | | 4,359,900 | | 21,752 | |
| Toyota Motor Corp. | | 345,709 | | 21,403 | |
| Teijin Ltd. | | 1,227,300 | | 21,112 | |
| Japan Post Holdings Co. Ltd. | | 1,774,000 | | 19,868 | |
| Daiwa Securities Group Inc. | | 3,414,000 | | 15,892 | |
| | | | | 1,523,866 | |
Mexico (0.3%) | | | | | |
| Grupo Financiero Banorte SAB de CV | | 4,752,100 | | 30,038 | |
| | | | | | |
Netherlands (2.9%) | | | | | |
| Wolters Kluwer NV | | 1,308,219 | | 91,311 | |
| ING Groep NV | | 6,379,198 | | 81,399 | |
| NXP Semiconductors NV | | 488,675 | | 51,614 | |
^,2 | ABN AMRO Group NV | | 1,754,303 | | 41,318 | |
| Koninklijke DSM NV | | 276,200 | | 31,589 | |
| | | | | 297,231 | |
Norway (1.1%) | | | | | |
^ | Telenor ASA | | 3,000,584 | | 60,317 | |
| Equinor ASA | | 2,188,114 | | 48,777 | |
| | | | | 109,094 | |
Other (0.4%) | | | | | |
3 | Vanguard FTSE All-World ex-US ETF | | 718,406 | | 37,055 | |
| | | | | | |
Russia (0.4%) | | | | | |
* | Yandex NV Class A | | 1,088,295 | | 40,735 | |
| | | | | | |
Singapore (2.4%) | | | | | |
| DBS Group Holdings Ltd. | | 7,857,800 | | 163,406 | |
| Singapore Telecommunications Ltd. | | 35,267,900 | | 82,275 | |
| | | | | 245,681 | |
South Africa (0.7%) | | | | | |
| Sanlam Ltd. | | 8,574,092 | | 45,911 | |
| Mr Price Group Ltd. | | 1,576,575 | | 23,893 | |
| | | | | 69,804 | |
South Korea (3.0%) | | | | | |
| Samsung Electronics Co. Ltd. | | 3,959,444 | | 155,674 | |
| Samsung SDI Co. Ltd. | | 349,934 | | 71,053 | |
5
International Value Fund
| | | Shares | | Market Value· ($000 | ) |
| Hana Financial Group Inc. | | 984,207 | | 31,043 | |
| E-MART Inc. | | 178,078 | | 26,263 | |
| Shinhan Financial Group Co. Ltd. | | 561,096 | | 21,207 | |
| | | | | 305,240 | |
Spain (2.7%) | | | | | |
| Telefonica SA | | 9,678,118 | | 80,690 | |
| Banco Bilbao Vizcaya Argentaria SA | | 11,274,401 | | 68,558 | |
^ | Banco Santander SA | | 10,998,506 | | 55,756 | |
| Red Electrica Corp. SA | | 2,134,828 | | 44,306 | |
| Mapfre SA | | 7,131,176 | | 21,424 | |
| | | | | 270,734 | |
Sweden (0.9%) | | | | | |
^ | Assa Abloy AB Class B | | 4,236,428 | | 90,564 | |
| | | | | | |
Switzerland (7.2%) | | | | | |
| Novartis AG | | 2,460,901 | | 201,647 | |
| Roche Holding AG | | 627,546 | | 165,586 | |
| Credit Suisse Group AG | | 6,226,274 | | 82,803 | |
| Adecco Group AG | | 1,288,237 | | 74,013 | |
| LafargeHolcim Ltd. | | 1,429,538 | | 73,389 | |
| Sonova Holding AG | | 205,150 | | 41,437 | |
| Lonza Group AG | | 96,400 | | 29,771 | |
* | Alcon Inc. | | 492,179 | | 28,344 | |
| Cie Financiere Richemont SA | | 373,291 | | 27,288 | |
| | | | | 724,278 | |
Taiwan (1.6%) | | | | | |
| Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | 2,040,425 | | 89,411 | |
| Taiwan Semiconductor Manufacturing Co. Ltd. | | 6,217,404 | | 52,202 | |
| Silicon Motion Technology Corp. ADR | | 563,937 | | 21,565 | |
| | | | | 163,178 | |
Thailand (1.1%) | | | | | |
| Bangkok Bank PCL | | 13,166,800 | | 83,773 | |
| Kasikornbank PCL (Foreign) | | 4,685,800 | | 28,054 | |
| | | | | 111,827 | |
United Kingdom (14.7%) | | | | | |
| Royal Dutch Shell plc Class A | | 5,761,016 | | 183,322 | |
| Kingfisher plc | | 35,760,377 | | 123,309 | |
| AstraZeneca plc | | 1,635,922 | | 121,876 | |
| Prudential plc | | 5,157,284 | | 117,181 | |
| Vodafone Group plc | | 63,021,986 | | 116,898 | |
| Tesco plc | | 34,454,090 | | 112,412 | |
| BP plc | | 14,362,003 | | 104,436 | |
| Unilever plc | | 1,448,637 | | 87,809 | |
| Compass Group plc | | 3,768,885 | | 85,757 | |
| RELX plc | | 3,518,689 | | 80,844 | |
| Barclays plc | | 36,445,361 | | 78,212 | |
| HSBC Holdings plc | | 6,896,039 | | 60,085 | |
| WPP plc | | 4,000,681 | | 49,920 | |
| Ferguson plc | | 677,857 | | 48,240 | |
| Lloyds Banking Group plc | | 43,499,827 | | 35,576 | |
| Royal Dutch Shell plc Class A | | 827,596 | | 26,368 | |
| ITV plc | | 13,373,047 | | 23,879 | |
| Direct Line Insurance Group plc | | 5,012,239 | | 21,568 | |
| Babcock International Group plc | | 2,143,115 | | 14,712 | |
| | | | | 1,492,404 | |
United States (3.4%) | | | | | |
| Accenture plc Class A | | 656,590 | | 119,939 | |
| Aon plc | | 551,755 | | 99,393 | |
| Medtronic plc | | 1,105,785 | | 98,205 | |
| RenaissanceRe Holdings Ltd. | | 180,525 | | 28,047 | |
| | | | | 345,584 | |
Total Common Stocks (Cost $8,971,615) | | | | 9,516,813 | |
Temporary Cash Investments (8.6%)1 | | | | | |
Money Market Fund (8.5%) | | | | | |
4,5 | Vanguard Market Liquidity Fund, 2.545% | | 8,622,753 | | 862,361 | |
| | | | | | |
| | | Face Amount ($000 | ) | | |
U.S. Government and Agency Obligations (0.1%) | | | | | |
6 | United States Treasury Bill, 2.479%, 5/9/19 | | 5,000 | | 4,997 | |
6 | United States Treasury Bill, 2.411%, 5/23/19 | | 6,000 | | 5,992 | |
6 | United States Treasury Bill, 2.480%, 9/5/19 | | 3,000 | | 2,975 | |
| | | | | 13,964 | |
Total Temporary Cash Investments | | | | | |
(Cost $876,282) | | | | 876,325 | |
Total Investments (102.5%) | | | | | |
(Cost $9,847,897) | | | | 10,393,138 | |
6
International Value Fund
| | | | | Market Value· ($000 | ) |
Other Assets and Liabilities (-2.5%) | | | | | |
Other Assets7 | | | | 141,054 | |
Liabilities5 | | | | (394,510 | ) |
| | | | (253,456 | ) |
Net Assets (100%) | | | | | |
Applicable to 279,728,912 outstanding $.001 par value shares of beneficial interest (unlimited authorization) | | | | 10,139,682 | |
Net Asset Value Per Share | | | | $36.25 | |
| | | | | |
| | | | Amount ($000 | ) |
Statement of Assets and Liabilities | | | | | |
Assets | | | | | |
Investments in Securities, at Value Unaffiliated Issuers | | | | 9,493,722 | |
Affiliated Issuers | | | | 899,416 | |
Total Investments in Securities | | | | 10,393,138 | |
Investment in Vanguard | | | | 488 | |
Receivables for Investment Securities Sold | | | | 4,556 | |
Receivables for Accrued Income | | | | 56,225 | |
Receivables for Capital Shares Issued | | | | 14,894 | |
Variation Margin Receivable—Futures Contracts | | | | 443 | |
Unrealized Appreciation—Forward Currency Contracts | | | | 1 | |
Other Assets7 | | | | 64,447 | |
Total Assets | | | | 10,534,192 | |
Liabilities | | | | | |
Payables for Investment Securities Purchased | | | | 12,451 | |
Collateral for Securities on Loan | | | | 358,932 | |
Payables to Investment Advisor | | | | 4,035 | |
Payables for Capital Shares Redeemed | | | | 3,853 | |
Payables to Vanguard | | | | 12,061 | |
Variation Margin Payable—Futures Contracts | | | | 766 | |
Unrealized Depreciation—Forward Currency Contracts | | | | 2,063 | |
Other Liabilities | | | | 349 | |
Total Liabilities | | | | 394,510 | |
Net Assets | | | | 10,139,682 | |
At April 30, 2019, net assets consisted of:
| | | | | Amount ($000 | ) |
Paid-in Capital | | | | 9,587,959 | |
Total Distributable Earnings (Loss) | | | | 551,723 | |
Net Assets | | | | 10,139,682 | |
· 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 $342,435,000.
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 95.8% and 6.7%, 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 April 30, 2019, the value of this security represented 0.4% 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 $358,932,000 of collateral received for securities on loan.
6 Securities with a value of $9,919,000 have been segregated as initial margin for open futures contracts.
7 Cash of $2,940,000 has been segregated as collateral for open forward currency contracts.
ADR—American Depositary Receipt.
7
International Value Fund
Derivative Financial Instruments Outstanding as of Period End |
| | | | | | | | ($000 | ) |
| | Expiration | | Number of Long (Short) Contracts | | Notional Amount | | Value and Unrealized Appreciation (Depreciation | ) |
Long Futures Contracts | | | | | | | | | |
Dow Jones EURO STOXX 50 Index | | June 2019 | | 1,874 | | 72,557 | | 4,586 | |
Topix Index | | June 2019 | | 357 | | 51,758 | | 581 | |
FTSE 100 Index | | June 2019 | | 425 | | 40,853 | | 1,672 | |
S&P ASX 200 Index | | June 2019 | | 289 | | 32,108 | | 629 | |
| | | | | | | | 7,468 | |
Forward Currency Contracts |
| | | | | | | |
| Contract | | | | | | | | Unrealized | | Unrealized |
| Settlement | | Contract Amount (000) | | Appreciation | | (Depreciation) |
Counterparty | Date | | | Receive | | | Deliver | | ($000 | ) | ($000) |
Morgan Stanley | | | | | | | | | | | |
Capital Services LLC | 6/26/19 | | EUR | 50,354 | | USD | 57,521 | | — | | (759) |
Toronto-Dominion Bank | 6/18/19 | | JPY | 4,378,320 | | USD | 39,504 | | — | | (38) |
Morgan Stanley Capital Services LLC | 6/26/19 | | GBP | 24,467 | | USD | 32,625 | | — | | (621) |
Toronto-Dominion Bank | 6/25/19 | | AUD | 44,660 | | USD | 31,872 | | — | | (346) |
Citibank, N.A. | 6/26/19 | | EUR | 6,979 | | USD | 7,967 | | — | | (100) |
Barclays Bank plc | 6/18/19 | | JPY | 475,200 | | USD | 4,291 | | — | | (7) |
JPMorgan Chase Bank, N.A. | 6/18/19 | | JPY | 437,780 | | USD | 3,962 | | — | | (16) |
Citibank, N.A. | 6/18/19 | | JPY | 400,375 | | USD | 3,608 | | 1 | | — |
Toronto-Dominion Bank | 6/26/19 | | EUR | 3,150 | | USD | 3,598 | | — | | (48) |
Bank of America, N.A. | 6/26/19 | | GBP | 2,460 | | USD | 3,262 | | — | | (44) |
Citibank, N.A. | 6/26/19 | | GBP | 2,203 | | USD | 2,943 | | — | | (61) |
Toronto-Dominion Bank | 6/26/19 | | GBP | 902 | | USD | 1,203 | | — | | (23) |
| | | | | | | | | 1 | | (2,063) |
AUD—Australian dollar.
EUR—Euro.
GBP—British pound.
JPY—Japanese yen.
USD—U.S. dollar.
See accompanying Notes, which are an integral part of the Financial Statements.
8
International Value Fund
Statement of Operations
| | Six Months Ended April 30, 2019 |
| | ($000) |
Investment Income | | |
Income | | |
Dividends—Unaffiliated Issuers1 | | 123,887 |
Dividends—Affiliated Issuers | | 449 |
Interest—Unaffiliated Issuers | | 164 |
Interest—Affiliated Issuers | | 5,600 |
Securities Lending—Net | | 792 |
Total Income | | 130,892 |
Expenses | | |
Investment Advisory Fees—Note B | | |
Basic Fee | | 7,904 |
Performance Adjustment | | (284) |
The Vanguard Group—Note C | | |
Management and Administrative | | 9,512 |
Marketing and Distribution | | 542 |
Custodian Fees | | 228 |
Shareholders’ Reports | | 56 |
Trustees’ Fees and Expenses | | 5 |
Total Expenses | | 17,963 |
Net Investment Income | | 112,929 |
Realized Net Gain (Loss) | | |
Investment Securities Sold—Unaffiliated Issuers | | (62,014) |
Investment Securities Sold—Affiliated Issuers | | 27 |
Futures Contracts | | (2,789) |
Forward Currency Contracts | | (4,325) |
Foreign Currencies | | (637) |
Realized Net Gain (Loss) | | (69,738) |
Change in Unrealized Appreciation (Depreciation) | | |
Investment Securities Sold—Unaffiliated Issuers2 | | 625,111 |
Investment Securities Sold—Affiliated Issuers | | 2,784 |
Futures Contracts | | 16,173 |
Forward Currency Contracts | | 3,359 |
Foreign Currencies | | (188) |
Change in Unrealized Appreciation (Depreciation) | | 647,239 |
Net Increase (Decrease) in Net Assets Resulting from Operations | | 690,430 |
1 Dividends are net of foreign withholding taxes of $13,268,000.
2 The change in unrealized appreciation (depreciation) is net of deferred foreign capital gain taxes of $349,000.
See accompanying Notes, which are an integral part of the Financial Statements.
9
International Value Fund
Statement of Changes in Net Assets
| Six Months Ended April 30, 2019 | | Year Ended October 31, 2018 |
| ($000 | ) | ($000) |
Increase (Decrease) in Net Assets | | | |
Operations | | | |
Net Investment Income | 112,929 | | 248,079 |
Realized Net Gain (Loss) | (69,738 | ) | 301,312 |
Change in Unrealized Appreciation (Depreciation) | 647,239 | | (1,265,501) |
Net Increase (Decrease) in Net Assets Resulting from Operations | 690,430 | | (716,110) |
Distributions | | | |
Net Investment Income | (248,443 | ) | (189,521) |
Realized Capital Gain1 | (279,298 | ) | — |
Total Distributions | (527,741 | ) | (189,521) |
Capital Share Transactions | | | |
Issued | 771,301 | | 1,541,114 |
Issued in Lieu of Cash Distributions | 490,069 | | 175,732 |
Redeemed | (808,666 | ) | (1,251,235) |
Net Increase (Decrease) from Capital Share Transactions | 452,704 | | 465,611 |
Total Increase (Decrease) | 615,393 | | (440,020) |
Net Assets | | | |
Beginning of Period | 9,524,289 | | 9,964,309 |
End of Period | 10,139,682 | | 9,524,289 |
1 Includes fiscal 2019 and 2018 short-term gain distributions totaling $31,092,000 and $0, respectively. Short-term gain distributions are treated as ordinary income dividends for tax purposes.
See accompanying Notes, which are an integral part of the Financial Statements.
10
International Value Fund
Financial Highlights
| | Six Months | | | | | | | | | | |
| | Ended | | | | | | | | | | |
For a Share Outstanding Throughout Each Period | | April 30, | | | | | | Year Ended October 31, |
| 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
Net Asset Value, Beginning of Period | | $35.86 | | $39.26 | | $32.30 | | $33.22 | | $36.87 | | $37.12 |
Investment Operations | | | | | | | | | | | | |
Net Investment Income | | .4111 | | .9501 | | .7811 | | .721 | | .669 | | .9772 |
Net Realized and Unrealized Gain (Loss) on Investments | | 1.982 | | (3.607) | | 6.905 | | (.979) | | (3.373) | | (.530) |
Total from Investment Operations | | 2.393 | | (2.657) | | 7.686 | | (.258) | | (2.704) | | .447 |
Distributions | | | | | | | | | | | | |
Dividends from Net Investment Income | | (.943) | | (.743) | | (.726) | | (.662) | | (.946) | | (.697) |
Distributions from Realized Capital Gains | | (1.060) | | — | | — | | — | | — | | — |
Total Distributions | | (2.003) | | (.743) | | (.726) | | (.662) | | (.946) | | (.697) |
Net Asset Value, End of Period | | $36.25 | | $35.86 | | $39.26 | | $32.30 | | $33.22 | | $36.87 |
Total Return3 | | 7.35% | | -6.95% | | 24.33% | | -0.67% | | -7.43% | | 1.20% |
Ratios/Supplemental Data | | | | | | | | | | | | |
Net Assets, End of Period (Millions) | | $10,140 | | $9,524 | | $9,964 | | $7,873 | | $7,932 | | $8,271 |
Ratio of Total Expenses to Average Net Assets4 | | 0.38% | | 0.38% | | 0.40% | | 0.43% | | 0.46% | | 0.44% |
Ratio of Net Investment Income to Average Net Assets | | 2.38% | | 2.41% | | 2.21% | | 2.29% | | 1.95% | | 2.64%2 |
Portfolio Turnover Rate | | 33% | | 28% | | 34% | | 30% | | 36% | | 37% |
The expense ratio, net investment income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
2 Net investment income per share and the ratio of net investment income to average net assets include $0.175 and 0.47%, respectively, resulting from income received from Vodafone Group plc in the form of cash and shares in Verizon Communications Inc. in February 2014.
3 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.
4 Includes performance-based investment advisory fee increases (decreases) of (0.01%), (0.01%), 0.00%, 0.03%, 0.04%, and 0.03%.
See accompanying Notes, which are an integral part of the Financial Statements.
11
International Value Fund
Notes to Financial Statements
Vanguard International Value 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 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.
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 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. Any assets pledged as initial margin for open contracts are noted in the Statement of Net Assets.
12
International Value Fund
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 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 Assets and Liabilities 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 six months ended April 30, 2019, the fund’s average investments in long and short futures contracts represented 2% and 0% of net assets, respectively, based on the average of the notional amounts at each quarter-end during the period. The fund’s average investment in forward currency contracts represented 3% of net assets, based on the average of the 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 (October 31, 2015–2018), and for the period ended April 30, 2019, 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. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes.
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 before the
13
International Value Fund
opening of the market 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 event 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 Assets and Liabilities 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 $4.3 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 April 30, 2019, 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.
Taxes on foreign dividends and capital gains have been provided for in accordance with the fund’s understanding of the applicable countries’ tax rules and rates. Foreign capital gains tax is accrued daily based upon net unrealized gains. The fund has filed tax reclaims for previously withheld taxes on dividends earned in certain European Union countries. These filings are subject to various administrative and judicial proceedings within these countries. Such tax reclaims received during the year, if any, are included in dividend income. No other amounts for additional tax reclaims are reflected in the financial statements due to the uncertainty as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment.
14
International Value Fund
B. The investment advisory firms Lazard Asset Management LLC, Edinburgh Partners Limited, and ARGA Investment Management, LP, 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 fee of Lazard Asset Management LLC and ARGA Investment Management, LP, is subject to quarterly adjustments based on performance relative to the MSCI All Country World Index ex US for the preceding five years. The basic fee of Edinburgh Partners Limited is subject to quarterly adjustments based on performance relative to the MSCI All Country World Index ex US for the preceding three years.
Vanguard manages the cash reserves of the fund as described below.
For the six months ended April 30, 2019, the aggregate investment advisory fee represented an effective annual basic rate of 0.17% of the fund’s average net assets, before a decrease of $284,000 (0.01%) 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 Assets and Liabilities. All other costs of operations payable to Vanguard are generally settled twice a month.
Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At April 30, 2019, the fund had contributed to Vanguard capital in the amount of $488,000, representing 0.00% of the fund’s net assets and 0.20% 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). Any investments valued with significant unobservable inputs are noted on the Statement of Net Assets.
15
International Value Fund
The following table summarizes the market value of the fund’s investments as of April 30, 2019, based on the inputs used to value them:
Investments | Level 1 ($000 | ) | Level 2 ($000 | ) | Level 3 ($000 | ) |
Common Stocks | 1,251,260 | | 8,265,553 | | — | |
Temporary Cash Investments | 862,361 | | 13,964 | | — | |
Futures Contracts—Assets1 | 443 | | — | | — | |
Futures Contracts—Liabilities1 | (766 | ) | — | | — | |
Forward Currency Contracts—Assets | — | | 1 | | — | |
Forward Currency Contracts—Liabilities | — | | (2,063 | ) | — | |
Total | 2,113,298 | | 8,277,455 | | — | |
1 Represents variation margin on the last day of the reporting period.
E. At April 30, 2019, the fair values of derivatives were reflected in the Statement of Assets and Liabilities as follows:
Statement of Assets and Liabilities Caption | Equity Contracts ($000 | ) | Foreign Exchange Contracts ($000 | ) | Total ($000 | ) |
Variation Margin Receivable—Futures Contracts | 443 | | — | | 443 | |
Unrealized Appreciation—Forward Currency Contracts | — | | 1 | | 1 | |
Total Assets | 443 | | 1 | | 444 | |
| | | | | | |
Variation Margin Payable—Futures Contracts | (766 | ) | — | | (766 | ) |
Unrealized Depreciation—Forward Currency Contracts | — | | (2,063 | ) | (2,063 | ) |
Total Liabilities | (766 | ) | (2,063 | ) | (2,829 | ) |
Realized net gain (loss) and the change in unrealized appreciation (depreciation) on derivatives for the six months ended April 30, 2019, were:
Realized Net Gain (Loss) on Derivatives | Equity Contracts ($000 | ) | Foreign Exchange Contracts ($000 | ) | Total ($000 | ) |
Futures Contracts | (2,789 | ) | — | | (2,789 | ) |
Forward Currency Contracts | — | | (4,325 | ) | (4,325 | ) |
Realized Net Gain (Loss) on Derivatives | (2,789 | ) | (4,325 | ) | (7,114 | ) |
| | | | | | |
Change in Unrealized Appreciation (Depreciation) on Derivatives | | | | | | |
Futures Contracts | 16,173 | | — | | 16,173 | |
Forward Currency Contracts | — | | 3,359 | | 3,359 | |
Change in Unrealized Appreciation (Depreciation) on Derivatives | 16,173 | | 3,359 | | 19,532 | |
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International Value Fund
F. As of April 30, 2019, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
| Amount ($000) |
Tax Cost | 9,860,250 |
Gross Unrealized Appreciation | 1,348,021 |
Gross Unrealized Depreciation | (809,727) |
Net Unrealized Appreciation (Depreciation) | 538,294 |
G. During the six months ended April 30, 2019, the fund purchased $1,542,785,000 of investment securities and sold $1,540,770,000 of investment securities, other than temporary cash investments.
H. Capital shares issued and redeemed were:
| Six Months Ended April 30, 2019 | | Year Ended October 31, 2018 | |
| Shares (000) | | Shares (000 | ) |
Issued | 22,463 | | 39,096 | |
Issued in Lieu of Cash Distributions | 15,158 | | 4,439 | |
Redeemed | (23,505) | | (31,720 | ) |
Net Increase (Decrease) in Shares Outstanding | 14,116 | | 11,815 | |
I. Transactions during the period in investments where the issuer is another member of The Vanguard Group were as follows:
| | | | Current Period Transactions | | | |
| | Oct. 31, | | | | Proceeds | | Realized | | | | | | | | April 30, | |
| | 2018 | | | | from | | Net | | Change in | | | | Capital Gain | | 2019 | |
| | Market | | Purchases | | Securities | | Gain | | Unrealized | | | | Distributions | | Market | |
| | Value | | at Cost | | Sold | | (Loss | ) | App. (Dep. | ) | Income | | Received | | Value | |
| | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) |
Vanguard FTSE All-World ex-US ETF | | 34,290 | | — | | — | | — | | 2,765 | | 449 | | — | | 37,055 | |
Vanguard Market Liquidity Fund | | 568,331 | | NA1 | | NA1 | | 27 | | 19 | | 5,600 | | — | | 862,361 | |
Total | | 602,621 | | | | | | 27 | | 2,784 | | 6,049 | | — | | 899,416 | |
1 Not applicable—purchases and sales are for temporary cash investment purposes.
J. Management has determined that no events or transactions occurred subsequent to April 30, 2019, that would require recognition or disclosure in these financial statements.
17
Trustees Approve Advisory Arrangements
The board of trustees of Vanguard International Value Fund has renewed the fund’s investment advisory arrangements with ARGA Investment Management, LP (ARGA); Edinburgh Partners Limited (Edinburgh Partners); and Lazard Asset Management LLC (Lazard). The board determined that renewing the fund’s advisory arrangements was in the best interests of the fund and its shareholders.
The board based its decision upon an evaluation of each advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisors and made monthly presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.
The board, or an investment committee made up of board members, also received information throughout the year during advisory presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and the advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.
In addition, the board received monthly reports, which included a Market and Economic Report, a Fund Dashboard Monthly Summary, and a Fund Performance Report.
Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangements. Rather, it was the totality of the circumstances that drove the board’s decision.
Nature, extent, and quality of services
The board reviewed the quality of the fund’s investment management services over both the short and long term, and took into account the organizational depth and stability of each advisor. The board considered the following:
ARGA. ARGA is an independent investment management firm focused on global equities. ARGA invests in businesses that it believes are undervalued based on long-term earnings power and dividend-paying capability. ARGA’s investment philosophy is based on the belief that investors overreact to short-term developments, leading to opportunities to generate gains from investing in “good businesses at great prices.” Its deep value-oriented process is driven by bottom-up fundamental research by a team of sector analysts and uses a dividend discount model to select stocks that trade at a discount to intrinsic value. ARGA has managed a portion of the fund since 2012.
Edinburgh Partners. Founded in 2003, Edinburgh Partners is a wholly owned subsidiary of Franklin Templeton Investments specializing in global investment management. Edinburgh Partners employs a concentrated, low-turnover, value-oriented investment approach that results in a portfolio of companies with good long-term growth prospects and below-market price/earnings ratios. In-depth fundamental research on companies and industries is central to Edinburgh Partners’ investment process. The team conducts scenario analysis to determine the full range of potential outcomes and focuses on long-term, five-year earnings rather than shorter-term results. Edinburgh Partners has managed a portion of the fund since 2008.
18
Lazard. Lazard, a subsidiary of the investment bank Lazard Ltd., provides investment management services for clients around the world in a variety of investment mandates, including international equities, domestic equities, and fixed income securities. The investment team at Lazard employs a bottom-up stock selection process to identify stocks with sustainable financial productivity and attractive valuations. The investment process incorporates three types of investment research: financial screening, fundamental analysis, and accounting validation. An experienced team of global sector analysts performs deep fundamental analysis of individual companies and provides analytical support to the portfolio management team. Lazard has managed a portion of the fund since 2006.
The board concluded that each advisor’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangements.
Investment performance
The board considered the short- and long-term performance of each advisor’s subportfolio, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangements should continue.
Cost
The board concluded that the fund’s expense ratio was well below the average expense ratio charged by funds in its peer group and that the fund’s advisory fee rate was also well below the peer-group average.
The board did not consider the profitability of ARGA, Edinburgh Partners, or Lazard in determining whether to approve the advisory fees, because the firms are independent of Vanguard and the advisory fees are the result of arm’s-length negotiations.
The benefit of economies of scale
The board concluded that the fund’s shareholders benefit from economies of scale because of breakpoints in the fund’s advisory fee schedules for ARGA, Edinburgh Partners, and Lazard. The breakpoints reduce the effective rate of the fee as the fund’s assets managed by each advisor increase.
The board will consider whether to renew the advisory arrangements again after a one-year period.
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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 information about your fund on the SEC’s website, and you can receive copies of this information, for a fee, by sending a request via email addressed to publicinfo@sec.gov.
| © 2019 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor. Q462 062019 |
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Semiannual Report | April 30, 2019 Vanguard Diversified Equity Fund |
See the inside front cover for important information about access to your fund’s annual and semiannual shareholder reports. |
Important information about access to shareholder reports
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of your fund’s annual and semiannual shareholder reports will no longer be sent to you by mail, unless you specifically request them. Instead, you will be notified by mail each time a report is posted on the website and will be provided with a link to access the report.
If you have already elected to receive shareholder reports electronically, you will not be affected by this change and do not need to take any action. You may elect to receive shareholder reports and other communications from the fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the fund, by calling Vanguard at one of the phone numbers on the back cover of this report or by logging on to vanguard.com.
You may elect to receive paper copies of all future shareholder reports free of charge. If you invest through a financial intermediary, you can contact the intermediary to request that you continue to receive paper copies. If you invest directly with the fund, you can call Vanguard at one of the phone numbers on the back cover of this report or log on to vanguard.com. Your election to receive paper copies will apply to all the funds you hold through an intermediary or directly with Vanguard.
Contents
About Your Fund’s Expenses | 1 |
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Financial Statements | 4 |
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Trustees Approve Advisory Arrangement | 12 |
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 typical fund’s expenses are expressed as a percentage of its average net assets. The Diversified Equity Fund has no direct expenses, but bears its proportionate share of the costs for the underlying funds in which it invests. These indirect expenses make up the acquired fund fees and expenses, also expressed as a percentage of average net assets.
The following examples are intended to help you understand the ongoing cost (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 costs were calculated using the acquired fund fees and expenses for the Diversified Equity Fund.
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.
1
Six Months Ended April 30, 2019
Diversified Equity Fund | | Beginning Account Value 10/31/2018 | | Ending Account Value 4/30/2019 | | Expenses Paid During Period | |
Based on Actual Fund Return | | $1,000.00 | | $1,102.31 | | $1.82 | |
Based on Hypothetical 5% Yearly Return | | 1,000.00 | | 1,023.06 | | 1.76 | |
The calculations are based on acquired fund fees and expenses charged by the underlying mutual funds in which the Diversified Equity Fund invests. The Diversified Equity Fund’s annualized expense figure for the period is 0.35%. The dollar amounts shown as “Expenses Paid” are equal to the annualized average weighted expense ratio for the underlying funds 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 (181/365).
2
Diversified Equity Fund
Underlying Vanguard Funds
As of April 30, 2019
Vanguard U.S. Growth Fund Investor Shares | | 30.2 | % |
Vanguard Growth and Income Fund Investor Shares | | 20.0 | |
Vanguard WindsorTM II Fund Investor Shares | | 15.0 | |
Vanguard Windsor Fund Investor Shares | | 14.9 | |
Vanguard ExplorerTM Fund Investor Shares | | 10.0 | |
Vanguard Mid-Cap Growth Fund | | 5.0 | |
Vanguard Capital Value Fund | | 4.9 | |
3
Diversified Equity Fund
Financial Statements (unaudited)
Statement of Net Assets
As of April 30, 2019
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports will be available on the SEC’s website at www.sec.gov.
| | Shares | | Market Value· ($000 | ) |
Investment Companies (100.0%) | | | | | |
U.S. Stock Funds (100.0%) | | | | | |
Vanguard U.S. Growth Fund Investor Shares | | 13,390,040 | | 547,117 | |
Vanguard Growth and Income Fund Investor Shares | | 7,396,641 | | 363,471 | |
Vanguard Windsor II Fund Investor Shares | | 7,497,303 | | 272,677 | |
Vanguard Windsor Fund Investor Shares | | 12,723,093 | | 270,111 | |
Vanguard Explorer Fund Investor Shares | | 1,783,127 | | 182,218 | |
Vanguard Mid-Cap Growth Fund | | 3,227,463 | | 91,144 | |
Vanguard Capital Value Fund | | 6,831,194 | | 89,898 | |
Total Investment Companies (Cost $1,258,317) | | | | 1,816,636 | |
Temporary Cash Investment (0.0%) | | | | | |
Money Market Fund (0.0%) | | | | | |
1 Vanguard Market Liquidity Fund, 2.545% (Cost $0) | | 1 | | — | |
Total Investments (100.0%) (Cost $1,258,317) | | | | 1,816,636 | |
Other Assets and Liabilities (0.0%) | | | | | |
Other Assets | | | | 1,321 | |
Liabilities | | | | (1,080 | ) |
| | | | 241 | |
Net Assets (100%) | | | | | |
Applicable to 48,994,261 outstanding $.001 par value shares of beneficial interest (unlimited authorization) | | | | 1,816,877 | |
Net Asset Value Per Share | | | | $37.08 | |
| | | | | |
| | | | Amount | |
| | | | ($000 | ) |
Statement of Assets and Liabilities | | | | | |
Assets | | | | | |
Investments in Securities, at Value—Affiliated Funds | | | | 1,816,636 | |
Receivables for Investment Securities Sold | | | | 562 | |
Receivables for Capital Shares Issued | | | | 759 | |
Total Assets | | | | 1,817,957 | |
Liabilities | | | | | |
Payables for Capital Shares Redeemed | | | | 843 | |
Other Liabilities | | | | 237 | |
Total Liabilities | | | | 1,080 | |
Net Assets | | | | 1,816,877 | |
4
Diversified Equity Fund
At April 30, 2019, net assets consisted of:
| | | | Amount ($000 | ) |
Paid-in Capital | | | | 1,129,626 | |
Total Distributable Earnings (Loss) | | | | 687,251 | |
Net Assets | | | | 1,816,877 | |
· See Note A in Notes to Financial Statements.
1 Affiliated money market fund available only to Vanguard funds and certain trusts and accounts managed by Vanguard. Rate shown is the 7-day yield.
See accompanying Notes, which are an integral part of the Financial Statements.
5
Diversified Equity Fund
Statement of Operations
| | Six Months Ended April 30, 2019 | |
| | ($000 | ) |
Investment Income | | | |
Income | | | |
Income Distributions Received from Affiliated Funds | | 14,513 | |
Net Investment Income—Note B | | 14,513 | |
Realized Net Gain (Loss) | | | |
Capital Gain Distributions Received from Affiliated Funds | | 149,529 | |
Affiliated Funds Sold | | (4,909 | ) |
Realized Net Gain (Loss) | | 144,620 | |
Change in Unrealized Appreciation (Depreciation) from Affiliated Funds | | 8,926 | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | 168,059 | |
See accompanying Notes, which are an integral part of the Financial Statements.
6
Diversified Equity Fund
Statement of Changes in Net Assets
| | Six Months Ended April 30, 2019 | | Year Ended October 31, 2018 | |
| | ($000) | | ($000 | ) |
Increase (Decrease) in Net Assets | | | | | |
Operations | | | | | |
Net Investment Income | | 14,513 | | 17,250 | |
Realized Net Gain (Loss) | | 144,620 | | 81,325 | |
Change in Unrealized Appreciation (Depreciation) | | 8,926 | | (16,628 | ) |
Net Increase (Decrease) in Net Assets Resulting from Operations | | 168,059 | | 81,947 | |
Distributions | | | | | |
Net Investment Income | | (17,961) | | (15,286 | ) |
Realized Capital Gain1 | | (78,084) | | (69,091 | ) |
Total Distributions | | (96,045) | | (84,377 | ) |
Capital Share Transactions | | | | | |
Issued | | 100,186 | | 467,373 | |
Issued in Lieu of Cash Distributions | | 90,958 | | 80,017 | |
Redeemed | | (155,018) | | (275,188 | ) |
Net Increase (Decrease) from Capital Share Transactions | | 36,126 | | 272,202 | |
Total Increase (Decrease) | | 108,140 | | 269,772 | |
Net Assets | | | | | |
Beginning of Period | | 1,708,737 | | 1,438,965 | |
End of Period | | 1,816,877 | | 1,708,737 | |
1 Includes fiscal 2019 and 2018 short-term gain distributions totaling $19,795,000 and $13,729,000, respectively. Short-term gain distributions are treated as ordinary income dividends for tax purposes.
See accompanying Notes, which are an integral part of the Financial Statements.
7
Diversified Equity Fund
Financial Highlights
For a Share Outstanding | | Six Months Ended April 30, | | Year Ended October 31, | |
Throughout Each Period | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 | |
Net Asset Value, Beginning of Period | | $35.88 | | $35.57 | | $30.76 | | $33.15 | | $33.18 | | $29.43 | |
Investment Operations | | | | | | | | | | | | | |
Net Investment Income | | .298 | 1 | .395 | 1 | .428 | 1 | .397 | | .394 | | .322 | 1 |
Capital Gain Distributions Received | | 3.073 | 1 | 1.686 | 1 | 1.064 | 1 | .860 | | 2.606 | | .848 | 1 |
Net Realized and Unrealized Gain (Loss) on Investments | | (.124) | | .206 | | 5.627 | | (.836 | ) | (1.453 | ) | 3.243 | |
Total from Investment Operations | | 3.247 | | 2.287 | | 7.119 | | .421 | | 1.547 | | 4.413 | |
Distributions | | | | | | | | | | | | | |
Dividends from Net Investment Income | | (.383 | ) | (.358 | ) | (.414 | ) | (.362 | ) | (.342 | ) | (.283 | ) |
Distributions from Realized Capital Gains | | (1.664 | ) | (1.619 | ) | (1.895 | ) | (2.449 | ) | (1.235 | ) | (.380 | ) |
Total Distributions | | (2.047 | ) | (1.977 | ) | (2.309 | ) | (2.811 | ) | (1.577 | ) | (.663 | ) |
Net Asset Value, End of Period | | $37.08 | | $35.88 | | $35.57 | | $30.76 | | $33.15 | | $33.18 | |
| | | | | | | | | | | | | |
Total Return2 | | 10.23% | | 6.55% | | 24.47% | | 1.39% | | 4.71% | | 15.20% | |
| | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | |
Net Assets, End of Period (Millions) | | $1,817 | | $1,709 | | $1,439 | | $1,276 | | $1,456 | | $1,513 | |
Ratio of Total Expenses to Average Net Assets | | — | | — | | — | | — | | — | | — | |
Acquired Fund Fees and Expenses | | 0.35% | | 0.36% | | 0.36% | | 0.36% | | 0.40% | | 0.41% | |
Ratio of Net Investment Income to Average Net Assets | | 1.39% | | 1.07% | | 1.31% | | 1.26% | | 1.16% | | 1.03% | |
Portfolio Turnover Rate | | 9% | | 8% | | 5% | | 9% | | 10% | | 5% | |
The expense ratio, acquired fund fees and expenses, net investment income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
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.
8
Diversified Equity Fund
Notes to Financial Statements
Vanguard Diversified Equity Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. The fund invests in selected Vanguard actively managed U.S. stock funds. Financial statements and other information about each underlying fund are available on vanguard.com.
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: Investments are valued at the net asset value of each underlying Vanguard fund determined as of the close of the New York Stock Exchange (generally 4 p.m., Eastern time) on the valuation date.
2. 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 (October 31, 2015–2018), and for the period ended April 30, 2019, and has concluded that no provision for federal income tax is required in the fund’s financial statements.
3. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes.
4. Credit Facility: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $4.3 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 borne by the funds in which the fund invests (see Note B). 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 April 30, 2019, or at any time during the period then ended.
5. Other: Income and capital gain distributions received are recorded on the ex-dividend date. 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. The FSA provides that expenses otherwise allocable to Vanguard funds-of-funds may be reduced or eliminated to the extent of savings realized by the underlying
9
Diversified Equity Fund
Vanguard funds by virtue of being part of a fund-of-funds. Accordingly, all expenses for services provided by Vanguard to the fund and all other expenses incurred by the fund during the period ended April 30, 2019, were borne by the underlying Vanguard funds in which the fund invests. The fund’s trustees and officers are also trustees and officers, respectively, of the underlying Vanguard funds, as well as 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). Any investments valued with significant unobservable inputs are noted on the Statement of Net Assets.
At April 30, 2019, 100% of the market value of the fund’s investments was determined based on Level 1 inputs.
D. As of April 30, 2019, gross unrealized appreciation and depreciation for investments based on cost for U.S. federal income tax purposes were as follows:
| | Amount ($000 | ) |
Tax Cost | | 1,258,317 | |
Gross Unrealized Appreciation | | 573,001 | |
Gross Unrealized Depreciation | | (14,682 | ) |
Net Unrealized Appreciation (Depreciation) | | 558,319 | |
E. Capital shares issued and redeemed were:
| | Six Months Ended April 30, 2019 | | Year Ended October 31, 2018 | |
| | Shares (000 | ) | Shares (000 | ) |
Issued | | 2,905 | | 12,393 | |
Issued in Lieu of Cash Distributions | | 2,961 | | 2,279 | |
Redeemed | | (4,497 | ) | (7,499 | ) |
Net Increase (Decrease) in Shares Outstanding | | 1,369 | | 7,173 | |
10
Diversified Equity Fund
F. Transactions during the period in affiliated underlying Vanguard funds were as follows:
| | Current Period Transactions | |
| Oct. 31, 2018 Market Value ($000) | Purchases at Cost ($000) | Proceeds from Securities Sold1 ($000) | Realized Net Gain (Loss) ($000) | Change in Unrealized App. (Dep.) ($000) | Income ($000) | Capital Gain Distributions Received ($000) | April 30, 2019 Market Value ($000) |
Vanguard Market Liquidity Fund | — | NA2 | NA2 | — | — | 1 | — | — |
Vanguard Capital Value Fund | 85,721 | 3,331 | 3,154 | (158) | 4,158 | 2,000 | — | 89,898 |
Vanguard Explorer Fund | 169,410 | 19,417 | 9,010 | (757) | 3,158 | 475 | 14,750 | 182,218 |
Vanguard Growth and Income Fund | 341,967 | 24,506 | 11,249 | (311) | 8,558 | 3,023 | 17,896 | 363,471 |
Vanguard Mid-Cap Growth Fund | 84,689 | 11,167 | 6,828 | (986) | 3,102 | 300 | 9,554 | 91,144 |
Vanguard MorganTM Growth Fund3 | 256,583 | 52,580 | 16,020 | (1,285) | (103,491) | 1,850 | 46,694 | — |
Vanguard U.S. Growth Fund3 | 258,175 | 22,340 | 20,382 | (1,252) | 102,757 | 842 | 19,733 | 547,117 |
Vanguard Windsor Fund | 256,091 | 27,263 | 7,741 | (161) | (5,341) | 2,866 | 22,316 | 270,111 |
Vanguard Windsor II Fund | 256,309 | 26,301 | 5,959 | 1 | (3,975) | 3,156 | 18,586 | 272,677 |
Total | 1,708,945 | 186,905 | 80,343 | (4,909) | 8,926 | 14,513 | 149,529 | 1,816,636 |
1 Does not include adjustments related to return of capital.
2 Not applicable—purchases and sales are for temporary cash investment purposes.
3 In April 2019, the Vanguard Morgan Growth Fund reorganized with and into Vanguard U.S. Growth Fund through a tax-free reorganization. As a result of the merger, the fund received shares of Vanguard U.S. Growth Fund valued at $267,850,000, which consisted of cost of $188,367,000, and unrealized appreciation of $79,483,000.
G. Management has determined that no events or transactions occurred subsequent to April 30, 2019, that would require recognition or disclosure in these financial statements.
11
Trustees Approve Advisory Arrangement
The board of trustees of Vanguard Diversified Equity Fund has renewed the fund’s investment advisory arrangement with The Vanguard Group, Inc. (Vanguard), through its Equity Index Group. The board determined that continuing the fund’s internalized management structure was in the best interests of the fund and its shareholders.
The board based its decision upon an evaluation of the advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisor and made monthly presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.
The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and the advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.
In addition, the board received monthly reports, which included a Market and Economic Report, a Fund Dashboard Monthly Summary, and a Fund Performance Report.
Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangement. Rather, it was the totality of the circumstances that drove the board’s decision.
Nature, extent, and quality of services
The board reviewed the quality of the fund’s investment management services over both the short and long term, and took into account the organizational depth and stability of the advisor. The board considered that Vanguard has been managing investments for more than four decades. The Equity Index Group adheres to a sound, disciplined investment management process; the team has considerable experience, stability, and depth.
The board concluded that Vanguard’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangement.
Investment performance
The board considered the short- and long-term performance of the fund, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangement should continue.
Cost
The board concluded that the fund’s acquired fund fees and expenses were well below the average expense ratio charged by funds in its peer group. The fund does not incur advisory expenses directly; however, the board noted that each of the underlying funds in which the fund invests has advisory expenses well below the relevant peer-group average.
12
The board does not conduct a profitability analysis of Vanguard because of Vanguard’s unique structure. Unlike most other mutual fund management companies, Vanguard is owned by the funds it oversees.
The benefit of economies of scale
The board concluded that Vanguard’s arrangement with the fund and its underlying funds ensures that the fund will realize economies of scale as the assets of the underlying funds grow, with the cost to shareholders declining as the fund’s assets increase.
The board will consider whether to renew the advisory arrangement again after a one-year period.
13
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| | 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.
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 information about your fund on the SEC’s website, and you can receive copies of this information, for a fee, by sending a request via email addressed to publicinfo@sec.gov.
| | © 2019 The Vanguard Group, Inc. |
| | All rights reserved. |
| | Vanguard Marketing Corporation, Distributor. |
| | |
| | Q6082 062019 |
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Semiannual Report | April 30, 2019 Vanguard Emerging Markets Select Stock Fund |
See the inside front cover for important information about access to your fund’s annual and semiannual shareholder reports. |
Important information about access to shareholder reports
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of your fund’s annual and semiannual shareholder reports will no longer be sent to you by mail, unless you specifically request them. Instead, you will be notified by mail each time a report is posted on the website and will be provided with a link to access the report.
If you have already elected to receive shareholder reports electronically, you will not be affected by this change and do not need to take any action. You may elect to receive shareholder reports and other communications from the fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the fund, by calling Vanguard at one of the phone numbers on the back cover of this report or by logging on to vanguard.com.
You may elect to receive paper copies of all future shareholder reports free of charge. If you invest through a financial intermediary, you can contact the intermediary to request that you continue to receive paper copies. If you invest directly with the fund, you can call Vanguard at one of the phone numbers on the back cover of this report or log on to vanguard.com. Your election to receive paper copies will apply to all the funds you hold through an intermediary or directly with Vanguard.
Contents | |
| |
About Your Fund’s Expenses | 1 |
| |
Financial Statements | 4 |
| |
Trustees Approve Advisory Arrangements | 18 |
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.
1
Six Months Ended April 30, 2019
| Beginning | Ending | Expenses |
| Account Value | Account Value | Paid During |
Emerging Markets Select Stock Fund | 10/31/2018 | 4/30/2019 | Period |
Based on Actual Fund Return | $1,000.00 | $1,158.31 | $5.14 |
Based on Hypothetical 5% Yearly Return | 1,000.00 | 1,020.03 | 4.81 |
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 0.96%. 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 (181/365).
2
Emerging Markets Select Stock Fund
Sector Diversification
As of April 30, 2019
Communication Services | | 10.2 | % |
Consumer Discretionary | | 12.1 | |
Consumer Staples | | 5.4 | |
Energy | | 12.0 | |
Financials | | 26.7 | |
Health Care | | 1.3 | |
Industrials | | 3.3 | |
Information Technology | | 13.8 | |
Materials | | 8.8 | |
Real Estate | | 1.6 | |
Utilities | | 4.8 | |
The table reflects the fund’s equity exposure, based on its investments in stocks and stock index futures. Any holdings in short-term reserves are excluded. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
3
Emerging Markets Select Stock Fund
Financial Statements (unaudited)
Statement of Net Assets
As of April 30, 2019
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports will be available on the SEC’s website at www.sec.gov.
| | | | | Market | |
| | | | | Value· | |
| | | Shares | | ($000 | ) |
Common Stocks (93.7%)1 | | | | | |
Argentina (0.3%) | | | | | |
| YPF SA ADR | | 148,737 | | 2,012 | |
| Banco Macro SA ADR | | 12,604 | | 512 | |
| | | | | 2,524 | |
Brazil (7.2%) | | | | | |
| Petroleo Brasileiro SA ADR Preference Shares | | 452,064 | | 6,238 | |
| Itau Unibanco Holding SA ADR | | 607,636 | | 5,256 | |
* | BRF SA ADR | | 662,826 | | 5,190 | |
| Petroleo Brasileiro SA ADR | | 300,156 | | 4,571 | |
| Banco Bradesco SA ADR | | 407,383 | | 3,691 | |
| Vale SA Class B ADR | | 245,960 | | 3,143 | |
| Cia Energetica de Minas Gerais Preference Shares | | 723,000 | | 2,718 | |
| Light SA | | 493,614 | | 2,668 | |
| Itau Unibanco Holding SA Preference Shares | | 305,672 | | 2,637 | |
| Banco Bradesco SA Preference Shares | | 223,440 | | 2,027 | |
| Cia de Saneamento do Parana | | 74,039 | | 1,480 | |
| Telefonica Brasil SA ADR | | 118,251 | | 1,407 | |
| Ultrapar Participacoes SA | | 254,600 | | 1,364 | |
| Lojas Renner SA | | 107,712 | | 1,288 | |
| Petrobras Distribuidora SA | | 200,406 | | 1,211 | |
| B3 SA - Brasil Bolsa Balcao | | 134,700 | | 1,183 | |
| Suzano SA | | 92,209 | | 958 | |
| Localiza Rent a Car SA | | 102,777 | | 949 | |
| Cia de Saneamento Basico do Estado de Sao Paulo | | 75,000 | | 899 | |
| Braskem SA Preference Shares | | 72,300 | | 881 | |
| Magazine Luiza SA | | 16,970 | | 828 | |
| Kroton Educacional SA | | 298,900 | | 743 | |
| Gerdau SA Preference Shares | | 147,500 | | 532 | |
| Atacadao SA | | 73,163 | | 396 | |
| Petroleo Brasileiro SA | | 26,000 | | 199 | |
| Raia Drogasil SA | | 6,950 | | 123 | |
| Petroleo Brasileiro SA Preference Shares | | 7,900 | | 55 | |
| | | | | 52,635 | |
Canada (0.3%) | | | | | |
| Lundin Mining Corp. | | 210,700 | | 1,131 | |
* | Kinross Gold Corp. | | 163,957 | | 521 | |
* | Valeura Energy Inc. | | 264,800 | | 500 | |
| | | | | 2,152 | |
China (31.0%) | | | | | |
| Tencent Holdings Ltd. | | 741,353 | | 36,540 | |
| Ping An Insurance Group Co. of China Ltd. | | 1,649,887 | | 19,971 | |
* | Alibaba Group Holding Ltd. ADR | | 103,473 | | 19,201 | |
| China Construction Bank Corp. | | 14,755,312 | | 13,008 | |
| CNOOC Ltd. | | 5,725,270 | | 10,399 | |
| Industrial & Commercial Bank of China Ltd. | | 10,342,172 | | 7,779 | |
| China Merchants Bank Co. Ltd. | | 1,553,367 | | 7,688 | |
| China Resources Power Holdings Co. Ltd. | | 3,682,000 | | 5,152 | |
| Lenovo Group Ltd. | | 7,326,000 | | 6,789 | |
| China Oilfield Services Ltd. | | 4,577,630 | | 4,902 | |
| Dongfeng Motor Group Co. Ltd. | | 4,862,000 | | 4,724 | |
| CNOOC Ltd. ADR | | 24,672 | | 4,482 | |
| China International Travel Service Corp. Ltd. Class A | | 372,144 | | 4,286 | |
| Huadian Power International Corp. Ltd. | | 8,466,000 | | 3,617 | |
| China Agri-Industries Holdings Ltd. | | 10,623,000 | | 3,424 | |
* | Baidu Inc. ADR | | 20,139 | | 3,348 | |
| China Longyuan Power Group Corp. Ltd. | | 4,816,929 | | 3,322 | |
4
Emerging Markets Select Stock Fund
| | | | | Market | |
| | | | | Value· | |
| | | Shares | | ($000 | ) |
| Brilliance China Automotive Holdings Ltd. | | 2,959,351 | | 3,260 | |
| China Shenhua Energy Co. Ltd. | | 1,321,269 | | 2,925 | |
2 | China Tower Corp. Ltd. | | 10,586,416 | | 2,866 | |
| China Mobile Ltd. | | 289,500 | | 2,762 | |
| Ping An Bank Co. Ltd. Class A | | 1,336,874 | | 2,754 | |
| Wuliangye Yibin Co. Ltd. Class A | | 177,225 | | 2,692 | |
| Grand Baoxin Auto Group Ltd. | | 6,768,000 | | 2,372 | |
| Shimao Property Holdings Ltd. | | 745,877 | | 2,273 | |
| Guangzhou R&F Properties Co. Ltd. | | 1,125,600 | | 2,239 | |
| Anhui Conch Cement Co. Ltd. | | 360,500 | | 2,200 | |
* | Weibo Corp. ADR | | 31,200 | | 2,137 | |
| Geely Automobile Holdings Ltd. | | 1,017,000 | | 2,049 | |
| Longfor Group Holdings Ltd. | | 551,613 | | 2,040 | |
| ZTE Corp. | | 609,400 | | 1,943 | |
*,2 | WuXi AppTec Co. Ltd. | | 152,455 | | 1,875 | |
| China Dongxiang Group Co. Ltd. | | 12,254,000 | | 1,814 | |
| China Vanke Co. Ltd. | | 439,400 | | 1,700 | |
| China Pacific Insurance Group Co. Ltd. | | 355,500 | | 1,459 | |
| China Railway Group Ltd. | | 1,803,000 | | 1,422 | |
| Sunny Optical Technology Group Co. Ltd. | | 115,573 | | 1,414 | |
| ENN Energy Holdings Ltd. | | 141,755 | | 1,340 | |
| China Telecom Corp. Ltd. | | 2,483,936 | | 1,287 | |
| Shenzhou International Group Holdings Ltd. | | 91,000 | | 1,223 | |
| Jiangsu Hengrui Medicine Co. Ltd. Class A | | 120,880 | | 1,181 | |
* | Ctrip.com International Ltd. ADR | | 26,599 | | 1,172 | |
| China Overseas Land & Investment Ltd. | | 282,746 | | 1,059 | |
| Haier Electronics Group Co. Ltd. | | 352,000 | | 1,006 | |
| Midea Group Co. Ltd. Class A | | 128,099 | | 997 | |
| Hangzhou Tigermed Consulting Co. Ltd. Class A | | 97,116 | | 958 | |
*,^ | Tencent Music Entertainment Group ADR | | 52,801 | | 908 | |
| Kingsoft Corp. Ltd. | | 338,000 | | 866 | |
| Suofeiya Home Collection Co. Ltd. Class A | | 257,400 | | 851 | |
*,2 | Ganfeng Lithium Co. Ltd. | | 481,573 | | 828 | |
* | HUYA Inc. ADR | | 31,300 | | 748 | |
| Dah Chong Hong Holdings Ltd. | | 2,037,903 | | 746 | |
| Sinopec Shanghai Petrochemical Co. Ltd. | | 1,595,941 | | 723 | |
* | Meituan Dianping Class B | | 96,794 | | 705 | |
| China Gas Holdings Ltd. | | 210,747 | | 680 | |
*,§,2 | Tianhe Chemicals Group Ltd. | | 4,142,000 | | 618 | |
| CIFI Holdings Group Co. Ltd. | | 857,869 | | 570 | |
* | BeiGene Ltd. ADR | | 3,991 | | 496 | |
*,2 | A-Living Services Co. Ltd. | | 271,750 | | 434 | |
| Shandong Weigao Group Medical Polymer Co. Ltd. | | 390,800 | | 384 | |
| SSY Group Ltd. | | 357,000 | | 338 | |
| China Petroleum & Chemical Corp. | | 425,192 | | 327 | |
| Shanghai Fosun Pharmaceutical Group Co. Ltd. | | 91,295 | | 314 | |
*,2 | Ascletis Pharma Inc. | | 359,904 | | 307 | |
| CSPC Pharmaceutical Group Ltd. | | 158,800 | | 307 | |
| Sinotrans Ltd. | | 675,000 | | 277 | |
| China National Accord Medicines Corp. Ltd. Class A | | 39,300 | | 275 | |
| SAIC Motor Corp. Ltd. Class A | | 59,100 | | 240 | |
*,2 | Innovent Biologics Inc. | | 69,000 | | 221 | |
| Meinian Onehealth Healthcare Holdings Co. Ltd. Class A | | 76,173 | | 173 | |
| | | | | 225,387 | |
Czech Republic (0.7%) | | | | | |
| CEZ AS | | 153,423 | | 3,574 | |
| Komercni banka as | | 37,711 | | 1,430 | |
| | | | | 5,004 | |
Greece (0.5%) | | | | | |
* | Alpha Bank AE | | 1,218,858 | | 1,897 | |
| Hellenic Telecommunications Organization SA | | 124,262 | | 1,726 | |
| | | | | 3,623 | |
Hong Kong (2.7%) | | | | | |
| AIA Group Ltd. | | 298,951 | | 3,061 | |
| Want Want China Holdings Ltd. | | 3,356,000 | | 2,664 | |
5
Emerging Markets Select Stock Fund
| | | | | Market | |
| | | | | Value· | |
| | | Shares | | ($000 | ) |
| Galaxy Entertainment Group Ltd. | | 328,000 | | 2,457 | |
| Stella International Holdings Ltd. | | 1,374,500 | | 2,439 | |
| Pacific Basin Shipping Ltd. | | 7,646,975 | | 1,571 | |
* | MMG Ltd. | | 3,314,500 | | 1,435 | |
| China Mengniu Dairy Co. Ltd. | | 375,458 | | 1,387 | |
| MGM China Holdings Ltd. | | 483,353 | | 998 | |
| Singamas Container Holdings Ltd. | | 4,604,309 | | 816 | |
| Minth Group Ltd. | | 232,000 | | 733 | |
| SITC International Holdings Co. Ltd. | | 682,967 | | 727 | |
| AMVIG Holdings Ltd. | | 1,777,578 | | 431 | |
| Texwinca Holdings Ltd. | | 1,043,000 | | 415 | |
| Microport Scientific Corp. | | 203,037 | | 191 | |
| | | | | 19,325 | |
Hungary (0.6%) | | | | | |
| OTP Bank Nyrt | | 104,649 | | 4,654 | |
| | | | | | |
India (9.8%) | | | | | |
| Reliance Industries Ltd. | | 605,996 | | 12,140 | |
| ICICI Bank Ltd. ADR | | 521,948 | | 5,976 | |
| ICICI Bank Ltd. | | 891,173 | | 5,194 | |
| Housing Development Finance Corp. Ltd. | | 173,173 | | 4,968 | |
| UltraTech Cement Ltd. | | 49,299 | | 3,273 | |
| Infosys Ltd. ADR | | 287,877 | | 3,098 | |
| Tata Consultancy Services Ltd. | | 88,949 | | 2,891 | |
| NTPC Ltd. | | 1,432,935 | | 2,759 | |
| Maruti Suzuki India Ltd. | | 26,701 | | 2,559 | |
* | Punjab National Bank | | 1,979,698 | | 2,420 | |
* | State Bank of India | | 483,728 | | 2,156 | |
| Mahindra & Mahindra Ltd. | | 207,232 | | 1,923 | |
| HDFC Bank Ltd. ADR | | 16,314 | | 1,870 | |
| Hindustan Petroleum Corp. Ltd. | | 424,458 | | 1,785 | |
| Bharat Petroleum Corp. Ltd. | | 269,801 | | 1,478 | |
| NHPC Ltd. | | 4,359,267 | | 1,464 | |
| Marico Ltd. | | 274,481 | | 1,417 | |
| Indiabulls Housing Finance Ltd. | | 139,753 | | 1,398 | |
| Power Grid Corp. of India Ltd. | | 417,345 | | 1,119 | |
| Godrej Consumer Products Ltd. | | 111,675 | | 1,046 | |
2 | ICICI Prudential Life Insurance Co. Ltd. | | 188,197 | | 1,000 | |
| Asian Paints Ltd. | | 45,349 | | 954 | |
| PVR Ltd. | | 36,367 | | 925 | |
* | Westlife Development Ltd. | | 160,476 | | 924 | |
| Indraprastha Gas Ltd. | | 196,851 | | 885 | |
| Oberoi Realty Ltd. | | 93,323 | | 681 | |
| Bharti Infratel Ltd. | | 171,598 | | 648 | |
| Ashok Leyland Ltd. | | 503,628 | | 630 | |
| Bharat Electronics Ltd. | | 497,436 | | 624 | |
| Ambuja Cements Ltd. | | 191,393 | | 607 | |
| TAKE Solutions Ltd. | | 261,621 | | 555 | |
| UPL Ltd. | | 38,559 | | 537 | |
| Crompton Greaves Consumer Electricals Ltd. | | 142,474 | | 487 | |
| Glenmark Pharmaceuticals Ltd. | | 52,066 | | 478 | |
* | Godrej Properties Ltd. | | 21,395 | | 255 | |
| | | | | 71,124 | |
Indonesia (2.2%) | | | | | |
* | Bank Rakyat Indonesia Persero Tbk PT | | 20,081,900 | | 6,174 | |
* | Bank Mandiri Persero Tbk PT | | 6,193,863 | | 3,375 | |
| Semen Indonesia Persero Tbk PT | | 2,937,700 | | 2,789 | |
| Bank Central Asia Tbk PT | | 674,135 | | 1,362 | |
| Astra International Tbk PT | | 2,466,360 | | 1,320 | |
| Hanjaya Mandala Sampoerna Tbk PT | | 3,169,632 | | 779 | |
| | | | | 15,799 | |
| | | | | | |
Japan (0.2%) | | | | | |
| Nexon Co. Ltd. | | 87,524 | | 1,246 | |
| | | | | | |
Kazakhstan (0.2%) | | | | | |
*,2 | NAC Kazatomprom JSC GDR | | 79,870 | | 1,166 | |
* | NAC Kazatomprom GDR | | 6,693 | | 98 | |
| | | | | 1,264 | |
| | | | | | |
Kenya (0.1%) | | | | | |
| Equity Group Holdings PLC | | 1,234,800 | | 500 | |
| | | | | |
Luxembourg (0.2%) | | | | | |
| Tenaris SA ADR | | 52,333 | | 1,452 | |
| | | | | | |
Malaysia (0.3%) | | | | | |
| Genting Malaysia Bhd. | | 2,053,300 | | 1,580 | |
| Inari Amertron Bhd. | | 2,029,941 | | 851 | |
| CIMB Group Holdings Bhd. | | 81,400 | | 104 | |
| | | | | 2,535 | |
| | | | | | |
Mexico (1.8%) | | | | | |
| Grupo Financiero Banorte SAB de CV | | 612,714 | | 3,873 | |
* | Cemex SAB de CV ADR | | 641,641 | | 2,952 | |
| Wal-Mart de Mexico SAB de CV | | 532,700 | | 1,565 | |
6
Emerging Markets Select Stock Fund
| | | | | Market | |
| | | | | Value· | |
| | | Shares | | ($000 | ) |
| America Movil SAB de CV | | 1,930,000 | | 1,437 | |
| Mexichem SAB de CV | | 400,888 | | 931 | |
| Alfa SAB de CV Class A | | 918,500 | | 928 | |
| Alpek SAB de CV | | 635,654 | | 782 | |
| Grupo Mexico SAB de CV Class B | | 160,056 | | 469 | |
| | | | | 12,937 | |
| | | | | | |
Pakistan (0.1%) | | | | | |
| United Bank Ltd. | | 1,026,305 | | 1,075 | |
| | | | | | |
Peru (0.2%) | | | | | |
| Credicorp Ltd. | | 5,685 | | 1,347 | |
| | | | | | |
Philippines (0.1%) | | | | | |
| Universal Robina Corp. | | 333,298 | | 974 | |
| | | | | | |
Poland (0.2%) | | | | | |
* | KGHM Polska Miedz SA | | 51,720 | | 1,396 | |
| | | | | | |
Portugal (0.3%) | | | | | |
| Galp Energia SGPS SA | | 154,719 | | 2,594 | |
| | | | | | |
Russia (5.8%) | | | | | |
| Lukoil PJSC ADR | | 160,237 | | 13,605 | |
| Sberbank of Russia PJSC ADR | | 772,738 | | 11,076 | |
| MMC Norilsk Nickel PJSC ADR | | 418,100 | | 9,296 | |
| Rosneft Oil Co. PJSC GDR | | 666,000 | | 4,438 | |
| Sberbank of Russia PJSC | | 438,649 | | 1,537 | |
| Magnit PJSC GDR | | 80,807 | | 1,155 | |
| Inter RAO UES PJSC | | 12,601,519 | | 765 | |
| Public Joint Stock Gazprom Neft ADR | | 7,025 | | 199 | |
| | | | | 42,071 | |
| | | | | | |
Singapore (0.6%) | | | | | |
| Wilmar International Ltd. | | 1,680,200 | | 4,493 | |
* | Ezion Holdings Ltd. Warrants Exp. 04/16/2023 | | 2,242,476 | | — | |
| | | | | 4,493 | |
| | | | | | |
South Africa (4.6%) | | | | | |
| Naspers Ltd. | | 24,544 | | 6,314 | |
| Sasol Ltd. | | 159,330 | | 5,286 | |
| MTN Group Ltd. | | 532,658 | | 3,859 | |
| Reunert Ltd. | | 607,574 | | 3,294 | |
| FirstRand Ltd. | | 646,311 | | 3,076 | |
| AngloGold Ashanti Ltd. ADR | | 184,557 | | 2,178 | |
| Shoprite Holdings Ltd. | | 175,860 | | 2,123 | |
| Foschini Group Ltd. | | 161,856 | | 2,097 | |
| Old Mutual Ltd. | | 1,084,935 | | 1,744 | |
| Nedbank Group Ltd. | | 59,256 | | 1,105 | |
* | PPC Ltd. | | 2,272,390 | | 792 | |
| Truworths International Ltd. | | 135,533 | | 719 | |
* | Nampak Ltd. | | 809,893 | | 594 | |
| | | | | 33,181 | |
| | | | | | |
South Korea (6.5%) | | | | | |
| Samsung Electronics Co. Ltd. | | 242,391 | | 9,530 | |
| POSCO | | 18,952 | | 4,148 | |
| DB Insurance Co. Ltd. | | 62,364 | | 3,654 | |
* | Hyundai Heavy Industries Co. Ltd. | | 31,970 | | 3,414 | |
| Hana Financial Group Inc. | | 96,886 | | 3,056 | |
| Hyundai Motor Co. | | 25,192 | | 2,990 | |
| LG Chem Ltd. | | 9,333 | | 2,895 | |
| Shinhan Financial Group Co. Ltd. | | 66,550 | | 2,515 | |
| SK Hynix Inc. | | 31,599 | | 2,138 | |
| Amorepacific Corp. | | 11,424 | | 2,034 | |
| Samsung Electronics Co. Ltd. Preference Shares | | 62,099 | | 1,981 | |
| KB Financial Group Inc. | | 46,380 | | 1,831 | |
* | Samsung Heavy Industries Co. Ltd. | | 234,714 | | 1,656 | |
| Samsung Fire & Marine Insurance Co. Ltd. | | 3,646 | | 949 | |
| Doosan Bobcat Inc. | | 31,650 | | 868 | |
| Hyundai Marine & Fire Insurance Co. Ltd. | | 25,204 | | 825 | |
| NCSoft Corp. | | 1,754 | | 790 | |
*,2 | Netmarble Corp. | | 6,810 | | 744 | |
| Orion Corp. | | 8,849 | | 734 | |
| NAVER Corp. | | 6,234 | | 639 | |
* | Hugel Inc. | | 620 | | 221 | |
| | | | | 47,612 | |
| | | | | | |
Taiwan (7.9%) | | | | | |
| Taiwan Semiconductor Manufacturing Co. Ltd. | | 1,852,352 | | 15,553 | |
| Taiwan Semiconductor Manufacturing Co. Ltd. ADR | | 168,424 | | 7,380 | |
| Hon Hai Precision Industry Co. Ltd. | | 1,957,685 | | 5,512 | |
| MediaTek Inc. | | 560,500 | | 5,372 | |
| Compal Electronics Inc. | | 5,909,000 | | 3,820 | |
| Lite-On Technology Corp. | | 2,430,000 | | 3,429 | |
| Catcher Technology Co. Ltd. | | 430,000 | | 3,409 | |
| Realtek Semiconductor Corp. | | 490,000 | | 3,322 | |
| Largan Precision Co. Ltd. | | 7,727 | | 1,160 | |
| E.Sun Financial Holding Co. Ltd. | | 1,406,992 | | 1,155 | |
| Far Eastern New Century Corp. | | 918,653 | | 1,003 | |
7
Emerging Markets Select Stock Fund
| | | | | Market | |
| | | | | Value· | |
| | | Shares | | ($000 | ) |
| Chroma ATE Inc. | | 194,997 | | 934 | |
| Novatek Microelectronics Corp. | | 137,013 | | 896 | |
| Vanguard International Semiconductor Corp. | | 389,831 | | 866 | |
| Eclat Textile Co. Ltd. | | 46,000 | | 658 | |
| Delta Electronics Inc. | | 115,000 | | 607 | |
| LandMark Optoelectronics Corp. | | 63,464 | | 569 | |
| Kingpak Technology Inc. | | 97,000 | | 549 | |
| Walsin Technology Corp. | | 78,987 | | 488 | |
| Globalwafers Co. Ltd. | | 43,612 | | 478 | |
| Sino-American Silicon Products Inc. | | 128,416 | | 279 | |
| Airtac International Group | | 12,738 | | 171 | |
| | | | | 57,610 | |
| | | | | | |
Thailand (2.4%) | | | | | |
| Siam Commercial Bank PCL | | 1,588,600 | | 6,522 | |
| Charoen Pokphand Foods PCL (Foreign) | | 3,610,700 | | 3,083 | |
| Bangkok Bank PCL | | 415,900 | | 2,646 | |
| Kasikornbank PCL | | 386,800 | | 2,316 | |
| Thai Oil PCL (Foreign) | | 838,900 | | 1,820 | |
* | Precious Shipping PCL | | 2,411,977 | | 628 | |
| PTT PCL (Foreign) | | 123,400 | | 189 | |
| | | | | 17,204 | |
| | | | | | |
Turkey (0.9%) | | | | | |
* | Akbank T.A.S. | | 3,543,205 | | 3,643 | |
* | Turkiye Garanti Bankasi AS | | 1,095,386 | | 1,504 | |
| Ford Otomotiv Sanayi AS | | 92,402 | | 817 | |
| KOC Holding AS | | 113,149 | | 307 | |
| | | | | 6,271 | |
United Arab Emirates (0.5%) | | | | | |
| Union National Bank PJSC | | 1,659,553 | | 2,640 | |
| Abu Dhabi Commercial Bank PJSC | | 368,817 | | 992 | |
| | | | | 3,632 | |
| | | | | | |
United Kingdom (2.3%) | | | | | |
| Standard Chartered plc | | 525,613 | | 4,806 | |
| Antofagasta plc | | 203,494 | | 2,419 | |
* | Premier Oil plc | | 1,745,488 | | 2,264 | |
| KAZ Minerals plc | | 202,745 | | 1,719 | |
| Anglo American plc | | 50,035 | | 1,298 | |
| Coca-Cola HBC AG | | 33,786 | | 1,210 | |
| Commercial International Bank Egypt SAE GDR | | 163,050 | | 715 | |
* | Bank of Cyprus Holdings plc | | 430,987 | | 679 | |
| Ferrexpo plc | | 189,169 | | 512 | |
*,2 | Network International Holdings plc | | 40,455 | | 275 | |
* | Petra Diamonds Ltd. | | 774,771 | | 205 | |
| Hikma Pharmaceuticals plc | | 8,856 | | 204 | |
| NMC Health plc | | 5,378 | | 199 | |
| | | | | 16,505 | |
| | | | | | |
United States (3.2%) | | | | | |
3 | Vanguard FTSE Emerging | | | | | |
| Markets ETF | | 108,836 | | 4,725 | |
* | Flex Ltd. | | 321,783 | | 3,552 | |
* | Azul SA ADR | | 96,003 | | 2,492 | |
* | Yandex NV Class A | | 63,280 | | 2,369 | |
| Yum China Holdings Inc. | | 42,272 | | 2,010 | |
| Cognizant Technology Solutions Corp. Class A | | 26,803 | | 1,955 | |
| Genpact Ltd. | | 51,966 | | 1,886 | |
| Millicom International Cellular SA | | 31,983 | | 1,871 | |
* | MercadoLibre Inc. | | 3,794 | | 1,837 | |
| Southern Copper Corp. | | 11,928 | | 458 | |
* | Sea Ltd. ADR | | 13,965 | | 348 | |
| | | | | 23,503 | |
Total Common Stocks | | | | | |
(Cost $609,937) | | | | 681,629 | |
Temporary Cash Investments (6.3%)1 | | | | | |
Money Market Fund (6.0%) | | | | | |
4,5 | Vanguard Market Liquidity Fund, 2.545% | | 438,132 | | 43,817 | |
| | | | | | |
| | | Face | | | |
| | | Amount | | | |
| | | ($000 | ) | | |
| | | | | | |
U.S. Government and Agency Obligations (0.3%) | | | | | |
6 | United States Treasury Bill, 2.479%, 5/9/19 | | 1,500 | | 1,499 | |
6 | United States Treasury Bill, 2.412%, 6/20/19 | | 200 | | 200 | |
| | | | | 1,699 | |
Total Temporary Cash Investments | | | | | |
(Cost $45,512) | | | | 45,516 | |
Total Investments (100.0%) | | | | | |
(Cost $655,449) | | | | 727,145 | |
Other Assets and Liabilities (0.0%) | | | | | |
Other Assets | | | | 9,334 | |
Liabilities5 | | | | (9,252 | ) |
| | | | 82 | |
Net Assets (100%) | | | | | |
Applicable to 32,714,841 outstanding $.001 par value shares of beneficial interest (unlimited authorization) | | | | 727,227 | |
Net Asset Value Per Share | | | | $22.23 | |
8
Emerging Markets Select Stock Fund
| | Amount | |
| | ($000 | ) |
Statement of Assets and Liabilities | | | |
Assets | | | |
Investments in Securities, at Value Unaffiliated Issuers | | 678,603 | |
Affiliated Issuers | | 48,542 | |
Total Investments in Securities | | 727,145 | |
Investments in Vanguard | | 33 | |
Receivables for Investment Securities Sold | | 2,198 | |
Receivables for Accrued Income | | 1,430 | |
Receivables for Capital Shares Issued | | 604 | |
Variation Margin Receivable—Futures Contracts | | 19 | |
Other Assets | | 5,050 | |
Total Assets | | 736,479 | |
Liabilities | | | |
Payables for Investment Securities Purchased | | 4,740 | |
Collateral for Securities on Loan | | 952 | |
Payables to Investment Advisor | | 1,004 | |
Payables for Capital Shares Redeemed | | 1,935 | |
Payables to Vanguard | | 372 | |
Variation Margin Payable—Futures Contracts | | 63 | |
Other Liabilities | | 186 | |
Total Liabilities | | 9,252 | |
Net Assets | | 727,227 | |
At April 30, 2019, net assets consisted of:
| | Amount | |
| | ($000 | ) |
Paid-in Capital | | 654,207 | |
Total Distributable Earnings (Loss) | | 73,020 | |
Net Assets | | 727,227 | |
· 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 $862,000.
§ Security value determined using significant unobservable inputs.
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 97.9% and 2.1%, 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 April 30, 2019, the aggregate value of these securities was $10,334,000, representing 1.4% 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 $952,000 of collateral received for securities on loan.
6 Securities with a value of $1,699,000 have been segregated as initial margin for open futures contracts.
ADR—American Depositary Receipt.
GDR—Global Depositary Receipt.
Derivative Financial Instruments Outstanding as of Period End | |
| | | | | | | | | |
Futures Contracts | | | | | | | | | |
| | | | | | ($000 | ) |
| | | | | | | | Value and | |
| | | | Number of | | | | Unrealized | |
| | | | Long (Short) | | Notional | | Appreciation | |
| | Expiration | | Contracts | | Amount | | (Depreciation | ) |
Long Futures Contracts | | | | | | | | | |
MSCI Emerging Market Index | | June 2019 | | 556 | | 30,030 | | (335 | ) |
See accompanying Notes, which are an integral part of the Financial Statements.
9
Emerging Markets Select Stock Fund
Statement of Operations
| | Six Months Ended April 30, 2019 |
| | ($000) |
Investment Income | | |
Income | | |
Dividends—Unaffiliated Issuers1 | | 4,023 |
Dividends—Affiliated Issuers | | 44 |
Interest—Unaffiliated Issuers | | 26 |
Interest—Affiliated Issuers | | 438 |
Securities Lending—Net | | 38 |
Total Income | | 4,569 |
Expenses | | |
Investment Advisory Fees—Note B | | |
Basic Fee | | 1,629 |
Performance Adjustment | | 249 |
The Vanguard Group—Note C | | |
Management and Administrative | | 1,004 |
Marketing and Distribution | | 47 |
Custodian Fees | | 91 |
Shareholders’ Reports | | 6 |
Total Expenses | | 3,026 |
Expenses Paid Indirectly | | (4) |
Net Expenses | | 3,022 |
Net Investment Income | | 1,547 |
Realized Net Gain (Loss) | | |
Investment Securities Sold—Unaffiliated Issuers | | 2,093 |
Investment Securities Sold—Affiliated Issuers | | (165) |
Futures Contracts | | 1,938 |
Foreign Currencies | | (187) |
Realized Net Gain (Loss) | | 3,679 |
Change in Unrealized Appreciation (Depreciation) | | |
Investment Securities—Unaffiliated Issuers2 | | 85,116 |
Investment Securities—Affiliated Issuers | | 844 |
Futures Contracts | | 980 |
Foreign Currencies | | (19) |
Change in Unrealized Appreciation (Depreciation) | | 86,921 |
Net Increase (Decrease) in Net Assets Resulting from Operations | | 92,147 |
1 Dividends are net of foreign withholding taxes of $426,000.
2 The change in unrealized appreciation (depreciation) is net of deferred foreign capital gain taxes of $185,000.
See accompanying Notes, which are an integral part of the Financial Statements.
10
Emerging Markets Select Stock Fund
Statement of Changes in Net Assets
| Six Months Ended April 30, 2019 | | Year Ended October 31, 2018 |
| ($000) | | ($000) |
Increase (Decrease) in Net Assets | | | |
Operations | | | |
Net Investment Income | 1,547 | | 12,688 |
Realized Net Gain (Loss) | 3,679 | | 13,827 |
Change in Unrealized Appreciation (Depreciation) | 86,921 | | (105,255) |
Net Increase (Decrease) in Net Assets Resulting from Operations | 92,147 | | (78,740) |
Distributions | | | |
Net Investment Income | (14,035) | | (10,297) |
Realized Capital Gain | — | | — |
Total Distributions | (14,035) | | (10,297) |
Capital Share Transactions | | | |
Issued | 168,265 | | 303,890 |
Issued in Lieu of Cash Distributions | 12,484 | | 9,303 |
Redeemed | (95,954) | | (305,679) |
Net Increase (Decrease) from Capital Share Transactions | 84,795 | | 7,514 |
Total Increase (Decrease) | 162,907 | | (81,523) |
Net Assets | | | |
Beginning of Period | 564,320 | | 645,843 |
End of Period | 727,227 | | 564,320 |
See accompanying Notes, which are an integral part of the Financial Statements.
11
Emerging Markets Select Stock Fund
Financial Highlights
| | Six Months | | | | | | | | | | |
| | Ended | | | | | | | | | | |
For a Share Outstanding Throughout Each Period | | April 30, | | | | | | Year Ended October 31, |
| 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
Net Asset Value, Beginning of Period | | $19.68 | | $22.56 | | $18.27 | | $16.48 | | $20.13 | | $20.37 |
Investment Operations | | | | | | | | | | | | |
Net Investment Income | | .0511 | | .4141 | | .4131 | | .234 | | .290 | | .264 |
Net Realized and Unrealized Gain (Loss) on Investments | | 2.991 | | (2.943) | | 4.129 | | 1.840 | | (3.685) | | (.242) |
Total from Investment Operations | | 3.042 | | (2.529) | | 4.542 | | 2.074 | | (3.395) | | .022 |
Distributions | | | | | | | | | | | | |
Dividends from Net Investment Income | | (.492) | | (.351) | | (.252) | | (.284) | | (.255) | | (.262) |
Distributions from Realized Capital Gains | | — | | — | | — | | — | | — | | — |
Total Distributions | | (.492) | | (.351) | | (.252) | | (.284) | | (.255) | | (.262) |
Net Asset Value, End of Period | | $22.23 | | $19.68 | | $22.56 | | $18.27 | | $16.48 | | $20.13 |
| | | | | | | | | | | | |
Total Return2 | | 15.83% | | -11.39% | | 25.28% | | 12.95% | | -16.99% | | 0.15% |
| | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | |
Net Assets, End of Period (Millions) | | $727 | | $564 | | $646 | | $339 | | $259 | | $311 |
Ratio of Total Expenses to Average Net Assets3 | | 0.96% | | 0.94% | | 0.92% | | 0.90% | | 0.93% | | 0.96% |
Ratio of Net Investment Income to Average Net Assets | | 0.45% | | 1.85% | | 2.04% | | 1.57% | | 1.59% | | 1.53% |
Portfolio Turnover Rate | | 53% | | 76% | | 44% | | 46% | | 49% | | 54% |
The expense ratio, net investment income ratio, and turnover rate for the current period have been annualized.
1 Calculated based on average shares outstanding.
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.
3 Includes performance-based investment advisory fee increases (decreases) of 0.08%, 0.05%, (0.01%), (0.03%), 0.00%, and 0.04%.
See accompanying Notes, which are an integral part of the Financial Statements.
12
Emerging Markets Select Stock Fund
Notes to Financial Statements
Vanguard Emerging Markets Select Stock 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. Further, at April 30, 2019, the fund had a concentration of its investments in securities issued in China, and the performance of such investments may be impacted by the country’s social, political, and economic conditions.
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 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.
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 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
13
Emerging Markets Select Stock Fund
requirements to secure the fund’s performance and requires daily settlement of variation margin representing changes in the market value of each contract. Any assets pledged as initial margin for open contracts are noted in the Statement of Net Assets.
Futures contracts are valued at their quoted daily settlement prices. The 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 Assets and Liabilities 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 six months ended April 30, 2019, the fund’s average investments in long and short futures contracts represented 4% and 0% of net assets, respectively, based on the average of the 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 (October 31, 2015–2018), and for the period ended April 30, 2019, 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. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes.
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 before the opening of the market 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 counter-party’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 event 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 Assets and Liabilities 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 $4.3 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
14
Emerging Markets Select Stock Fund
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 April 30, 2019, 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. Taxes on foreign dividends and capital gains have been provided for in accordance with the fund’s understanding of the applicable countries’ tax rules and rates. Foreign capital gains tax is accrued daily based upon net unrealized gains. 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 Pzena Investment Management, LLC, Wellington Management Company LLP, Oaktree Capital Management, L.P., and Baillie Gifford Overseas Ltd., 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 Pzena Investment Management, LLC, Wellington Management Company LLP, and Oaktree Capital Management, L.P., are subject to quarterly adjustments based on performance relative to the FTSE Emerging Index for the preceding three years. In accordance with the advisory contract entered into with Baillie Gifford Overseas Ltd., beginning August 1, 2019, the investment advisory fee will be subject to quarterly adjustments based on performance relative to the FTSE Emerging Index since July 31, 2018.
Vanguard manages the cash reserves of the fund as described below.
For the six months ended April 30, 2019, the aggregate investment advisory fee represented an effective annual basic rate of 0.52% of the fund’s average net assets, before an increase of $249,000 (0.08%) 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 Assets and Liabilities. All other costs of operations payable to Vanguard are generally settled twice a month.
Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At April 30, 2019, the fund had contributed to Vanguard capital in the amount of $33,000, representing 0.00% of the fund’s net assets and 0.01% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
15
Emerging Markets Select Stock Fund
D. The fund’s custodian bank has also agreed to reduce its fees when the fund maintains cash on deposit in the non-interest-bearing custody account. For the six months ended April 30, 2019, custodian fee offset arrangements reduced the fund’s expenses by $4,000 (an annual rate of 0.00% of the fund’s average net assets).
E. 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). Any investments valued with significant unobservable inputs are noted on the Statement of Net Assets.
The following table summarizes the market value of the fund’s investments as of April 30, 2019, based on the inputs used to value them:
Investments | Level 1 ($000 | ) | Level 2 ($000 | ) | Level 3 ($000 | ) |
Common Stocks—North and South America | 93,227 | | 1,871 | | — | |
Common Stocks—Other | 54,446 | | 531,467 | | 618 | |
Temporary Cash Investments | 43,817 | | 1,699 | | — | |
Futures Contracts—Assets1 | 19 | | — | | — | |
Futures Contracts—Liabilities1 | (63 | ) | — | | — | |
Total | 191,446 | | 535,037 | | 618 | |
1 Represents variation margin on the last day of the reporting period.
F. As of April 30, 2019, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
| Amount ($000) |
Tax Cost | 655,634 |
Gross Unrealized Appreciation | 110,580 |
Gross Unrealized Depreciation | (39,404) |
Net Unrealized Appreciation (Depreciation) | 71,176 |
16
Emerging Markets Select Stock Fund
G. During the six months ended April 30, 2019, the fund purchased $215,612,000 of investment securities and sold $158,184,000 of investment securities, other than temporary cash investments.
H. Capital shares issued and redeemed were:
| Six Months Ended April 30, 2019 | | Year Ended October 31, 2018 | |
| Shares (000) | | Shares (000 | ) |
Issued | 8,023 | | 13,294 | |
Redeemed | 646 | | 417 | |
Issued in Lieu of Cash Distributions | (4,629) | | (13,666 | ) |
Net Increase (Decrease) in Shares Outstanding | 4,040 | | 45 | |
I. Transactions during the period in investments where the issuer is another member of The Vanguard Group were as follows:
| | | | Current Period Transactions | | | |
| | Oct. 31, | | | | Proceeds | | Realized | | | | | | | | April 30, | |
| | 2018 | | | | from | | Net | | Change in | | | | Capital Gain | | 2019 | |
| | Market | | Purchases | | Securities | | Gain | | Unrealized | | | | Distributions | | Market | |
| | Value | | at Cost | | Sold | | (Loss | ) | App. (Dep. | ) | Income | | Received | | Value | |
| | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) |
Vanguard Market Liquidity Fund | | 26,414 | | NA1 | | NA1 | | 2 | | 3 | | 438 | | — | | 43,817 | |
Vanguard FTSE Emerging Markets ETF | | 6,247 | | 6,326 | | 8,522 | | (167 | ) | 841 | | 44 | | — | | 4,725 | |
Total | | 32,661 | | | | | | (165 | ) | 844 | | 482 | | — | | 48,542 | |
1 Not applicable—purchases and sales are for temporary cash investment purposes.
J. Management has determined that no events or transactions occurred subsequent to April 30, 2019, that would require recognition or disclosure in these financial statements.
17
Trustees Approve Advisory Arrangements
The board of trustees of Vanguard Emerging Markets Select Stock Fund has renewed the fund’s investment advisory arrangements with Baillie Gifford Overseas Limited (Baillie Gifford), Oaktree Capital Management, L.P. (Oaktree), Pzena Investment Management, LLC (Pzena), and Wellington Management Company LLP (Wellington Management). The board determined that renewing the fund’s advisory arrangements was in the best interests of the fund and its shareholders.
The board based its decision upon an evaluation of each advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisors and made monthly presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.
The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and that advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.
In addition, the board received monthly reports, which included a Market and Economic Report, a Fund Dashboard Monthly Summary, and a Fund Performance Report.
Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangements. Rather, it was the totality of the circumstances that drove the board’s decision.
Nature, extent, and quality of services
The board reviewed the quality of the fund’s investment management since its inception in 2011 and took into account the organizational depth and stability of each advisor. The board considered the following:
Baillie Gifford. Baillie Gifford—a unit of Baillie Gifford & Co., founded in 2008—is among the largest independently owned investment management firms in the United Kingdom. Baillie Gifford’s emerging markets equity team focuses on companies it believes possess the most substantial growth prospects over the next five to ten years. Given the unique nature of emerging markets as a universe, the team opportunistically employs a top-down approach that may result in higher activity in cyclical areas relative to other strategies used by the advisor. Baillie Gifford has managed a portion of the fund since August 2018.
Oaktree. Founded in 1995, Oaktree is an investment advisory firm that focuses on certain specialized investment areas, including emerging markets. The portfolio managers each have over 20 years of investment experience and are supported by an analyst team focused only on emerging markets equity investing. The team’s fundamental research focuses on companies with strong cash flow generation and attractive returns on capital, seeking to purchase these companies at favorable valuations. The team emphasizes developing in-depth industry knowledge by traveling extensively to meet with company management. Oaktree has advised a portion of the fund since the fund’s inception in 2011.
18
Pzena. Founded in 1995, Pzena is an independent investment management firm that uses a classic value investment strategy in a range of domestic and international portfolios. The advisor employs in-depth fundamental research to identify companies that are temporarily underperforming their long-term earnings power. Companies are purchased when Pzena judges that: (1) the company’s problems are temporary; (2) management has a viable strategy to generate earnings recovery; and (3) there is meaningful downside protection in case the earnings recovery does not materialize. Pzena has advised a portion of the fund since the fund’s inception in 2011.
Wellington Management. Founded in 1928, Wellington Management is among the nation’s oldest and most respected institutional investment managers. The advisor employs a “research portfolio” approach by allocating sleeves to global industry analysts based on each analyst’s area of industry coverage. The global industry analysts make independent buy and sell decisions in their respective industries. Wellington Management has advised a portion of the fund since the fund’s inception in 2011.
The board concluded that each advisor’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangements.
Investment performance
The board considered the performance of each advisor’s subportfolio since the fund’s inception, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangements should continue.
Cost
The board concluded that the fund’s expense ratio was below the average expense ratio charged by funds in its peer group and that the fund’s advisory fee rate was also below the peer-group average.
The board did not consider the profitability of Baillie Gifford, Oaktree, Pzena, or Wellington Management in determining whether to approve the advisory fees because the firms are independent of Vanguard and the advisory fees are the result of arm’s-length negotiations.
The benefit of economies of scale
The board concluded that the fund’s shareholders benefit from economies of scale because of breakpoints in the advisory fee schedules for Baillie Gifford, Oaktree, Pzena, and Wellington Management. The breakpoints reduce the effective rate of the fees as the fund assets managed by each advisor increase.
The board will consider whether to renew the advisory arrangements again after a one-year period.
19
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| 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.
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 information about your fund on the SEC’s website, and you can receive copies of this information, for a fee, by sending a request via email addressed to publicinfo@sec.gov.
| © 2019 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor. Q7522 062019 |
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Semiannual Report | April 30, 2019 Vanguard Alternative Strategies Fund |
See the inside front cover for important information about access to your fund’s annual and semiannual shareholder reports. |
Important information about access to shareholder reports
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of your fund’s annual and semiannual shareholder reports will no longer be sent to you by mail, unless you specifically request them. Instead, you will be notified by mail each time a report is posted on the website and will be provided with a link to access the report.
If you have already elected to receive shareholder reports electronically, you will not be affected by this change and do not need to take any action. You may elect to receive shareholder reports and other communications from the fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the fund, by calling Vanguard at one of the phone numbers on the back cover of this report or by logging on to vanguard.com.
You may elect to receive paper copies of all future shareholder reports free of charge. If you invest through a financial intermediary, you can contact the intermediary to request that you continue to receive paper copies. If you invest directly with the fund, you can call Vanguard at one of the phone numbers on the back cover of this report or log on to vanguard.com. Your election to receive paper copies will apply to all the funds you hold through an intermediary or directly with Vanguard.
Contents | |
| |
About Your Fund’s Expenses | 1 |
Financial Statements | 4 |
Trustees Approve Advisory Arrangement | 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.
1
Six Months Ended April 30, 2019
Alternative Strategies Fund | | Beginning Account Value 10/31/2018 | | Ending Account Value 4/30/2019 | | Expenses Paid During Period |
Based on Actual Fund Return | | $1,000.00 | | $1,072.27 | | $3.75 |
Based on Hypothetical 5% Yearly Return | | 1,000.00 | | 1,021.17 | | 3.66 |
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 was 0.73%. 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 (181/365).
2
Alternative Strategies Fund
Sector Diversification
As of April 30, 2019
| | Long Portfolio | | Short Portfolio |
Communication Services | | 5.0% | | 3.6% |
Consumer Discretionary | | 4.3 | | 7.8 |
Consumer Staples | | 2.9 | | 0.8 |
Energy | | 0.6 | | 7.5 |
Financials | | 12.7 | | 14.4 |
Health Care | | 15.5 | | 11.3 |
Industrials | | 14.6 | | 17.0 |
Information Technology | | 32.1 | | 29.4 |
Materials | | 3.2 | | 1.3 |
Real Estate | | 5.1 | | 6.9 |
Utilities | | 4.0 | | 0.0 |
The table reflects the fund’s equity exposure, based on its investments in stocks and stock index futures. Any holdings in short-term reserves are excluded. Sector categories are based on the Global Industry Classification Standard (“GICS”), except for the “Other” category (if applicable), which includes securities that have not been provided a GICS classification as of the effective reporting period.
The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard and Poor’s, a division of McGraw-Hill Companies, Inc. (“S&P”), and is licensed for use by Vanguard. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classification makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of its affiliates or any third party involved in making or compiling the GICS or any GICS classification have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
3
Alternative Strategies Fund
Consolidated Financial Statements (unaudited)
Consolidated Statement of Net Assets
As of April 30, 2019
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports will be available on the SEC’s website at www.sec.gov.
| | | Shares | | Market Value· ($000 | ) |
Common Stocks — Long Positions (67.4%) | | | | | |
Communication Services (3.3%) | | | | | |
| Tribune Media Co. Class A | | 118,000 | | 5,451 | |
1 | Scout24 AG | | 70,000 | | 3,610 | |
| Walt Disney Co. | | 2,575 | | 353 | |
| Cable One Inc. | | 314 | | 333 | |
| AT&T Inc. | | 9,777 | | 303 | |
| Omnicom Group Inc. | | 3,776 | | 302 | |
| Verizon Communications Inc. | | 5,065 | | 290 | |
| | | | | 10,642 | |
Consumer Discretionary (2.9%) | | | | | |
| Navitas Ltd. | | 900,000 | | 3,671 | |
| Dollar General Corp. | | 2,629 | | 331 | |
| Starbucks Corp. | | 4,240 | | 329 | |
| Yum! Brands Inc. | | 3,148 | | 329 | |
| Hilton Worldwide Holdings Inc. | | 3,650 | | 318 | |
| Graham Holdings Co. Class B | | 427 | | 317 | |
† | Home Depot Inc. | | 1,527 | | 311 | |
† | McDonald’s Corp. | | 1,570 | | 310 | |
* | Bright Horizons Family Solutions Inc. | | 2,406 | | 308 | |
| Wendy’s Co. | | 16,534 | | 308 | |
| Choice Hotels International Inc. | | 3,645 | | 303 | |
* | AutoZone Inc. | | 293 | | 301 | |
* | O’Reilly Automotive Inc. | | 782 | | 296 | |
| Garmin Ltd. | | 3,452 | | 296 | |
| Genuine Parts Co. | | 2,748 | | 282 | |
| Marriott International Inc. Class A | | 2,022 | | 276 | |
| Columbia Sportswear Co. | | 2,757 | | 276 | |
| Service Corp. International | | 6,597 | | 274 | |
| Leggett & Platt Inc. | | 6,602 | | 260 | |
| Aramark | | 7,154 | | 222 | |
| Dunkin’ Brands Group Inc. | | 369 | | 28 | |
| | | | | 9,346 | |
Consumer Staples (2.0%) | | | | | |
| Hershey Co. | | 2,645 | | 330 | |
| Colgate-Palmolive Co. | | 4,518 | | 329 | |
| Coca-Cola Co. | | 6,611 | | 324 | |
† | Sysco Corp. | | 4,606 | | 324 | |
| Mondelez International Inc. Class A | | 6,321 | | 322 | |
| PepsiCo Inc. | | 2,498 | | 320 | |
| Seaboard Corp. | | 71 | | 319 | |
| Procter & Gamble Co. | | 2,956 | | 315 | |
| Costco Wholesale Corp. | | 1,281 | | 315 | |
| Keurig Dr Pepper Inc. | | 10,805 | | 314 | |
| McCormick & Co. Inc. | | 2,039 | | 314 | |
| Walmart Inc. | | 3,005 | | 309 | |
| Archer-Daniels-Midland Co. | | 6,867 | | 306 | |
† | Church & Dwight Co. Inc. | | 4,051 | | 304 | |
| Kimberly-Clark Corp. | | 2,346 | | 301 | |
| Constellation Brands Inc. Class A | | 1,350 | | 286 | |
| Clorox Co. | | 1,768 | | 282 | |
| Hormel Foods Corp. | | 6,592 | | 263 | |
| Lamb Weston Holdings Inc. | | 3,751 | | 263 | |
| Altria Group Inc. | | 3,758 | | 204 | |
| Tyson Foods Inc. Class A | | 2,085 | | 156 | |
| | | | | 6,200 | |
Energy (0.4%) | | | | | |
| Kinder Morgan Inc. | | 14,938 | | 297 | |
| Exxon Mobil Corp. | | 3,681 | | 295 | |
| ONEOK Inc. | | 4,204 | | 286 | |
| Chevron Corp. | | 2,352 | | 282 | |
| Occidental Petroleum Corp. | | 3,619 | | 213 | |
| | | | | 1,373 | |
Financials (8.6%) | | | | | |
| SunTrust Banks Inc. | | 96,117 | | 6,294 | |
| Navigators Group Inc. | | 50,000 | | 3,497 | |
| KAS Bank NV | | 175,000 | | 2,448 | |
* | Entegra Financial Corp. | | 80,000 | | 2,360 | |
| BinckBank NV | | 300,000 | | 2,129 | |
| TCF Financial Corp. | | 66,000 | | 1,461 | |
| WR Berkley Corp. | | 5,563 | | 341 | |
4
Alternative Strategies Fund
| | | Shares | | Market Value· ($000 | ) |
† | Erie Indemnity Co. Class A | | 1,770 | | 335 | |
| American Express Co. | | 2,780 | | 326 | |
* | Alleghany Corp. | | 487 | | 320 | |
| Willis Towers Watson plc | | 1,730 | | 319 | |
| Brown & Brown Inc. | | 9,963 | | 316 | |
† | Aon plc | | 1,734 | | 312 | |
* | Berkshire Hathaway Inc. Class B | | 1,436 | | 311 | |
| MFA Financial Inc. | | 41,206 | | 310 | |
| Nasdaq Inc. | | 3,328 | | 307 | |
| Hartford Financial Services Group Inc. | | 5,859 | | 307 | |
| Marsh & McLennan Cos. Inc. | | 3,249 | | 306 | |
| Arthur J Gallagher & Co. | | 3,650 | | 305 | |
| Aflac Inc. | | 6,018 | | 303 | |
† | Starwood Property Trust Inc. | | 12,877 | | 297 | |
| White Mountains Insurance Group Ltd. | | 311 | | 292 | |
| AGNC Investment Corp. | | 16,414 | | 292 | |
| US Bancorp | | 5,385 | | 287 | |
| Torchmark Corp. | | 3,252 | | 285 | |
* | Genworth Financial Inc. Class A | | 75,000 | | 284 | |
| Chimera Investment Corp. | | 14,807 | | 284 | |
| Allstate Corp. | | 2,849 | | 282 | |
| Chubb Ltd. | | 1,923 | | 279 | |
* | Markel Corp. | | 258 | | 277 | |
| Annaly Capital Management Inc. | | 27,197 | | 274 | |
| Loews Corp. | | 5,281 | | 271 | |
| American Financial Group Inc. | | 2,413 | | 250 | |
| Travelers Cos. Inc. | | 1,723 | | 248 | |
| Fidelity Southern Corp. | | 8,293 | | 241 | |
† | American National Insurance Co. | | 2,020 | | 229 | |
| Two Harbors Investment Corp. | | 11,832 | | 164 | |
| TFS Financial Corp. | | 9,278 | | 154 | |
* | Arch Capital Group Ltd. | | 1,205 | | 41 | |
| | | | | 27,338 | |
Health Care (10.4%) | | | | | |
* | Celgene Corp. | | 64,200 | | 6,077 | |
* | Spark Therapeutics Inc. | | 56,000 | | 5,975 | |
* | Nightstar Therapeutics plc ADR | | 189,581 | | 4,846 | |
* | Pacific Biosciences of California Inc. | | 600,000 | | 4,434 | |
| Healthscope Ltd. | | 2,046,668 | | 3,536 | |
* | Cerner Corp. | | 5,356 | | 356 | |
| Quest Diagnostics Inc. | | 3,448 | | 332 | |
* | Mettler-Toledo International Inc. | | 431 | | 321 | |
| Thermo Fisher Scientific Inc. | | 1,151 | | 319 | |
| Danaher Corp. | | 2,385 | | 316 | |
| Zoetis Inc. | | 3,000 | | 306 | |
† | Zimmer Biomet Holdings Inc. | | 2,472 | | 305 | |
† | STERIS plc | | 2,300 | | 301 | |
| Johnson & Johnson | | 2,130 | | 301 | |
| Abbott Laboratories | | 3,763 | | 299 | |
| Chemed Corp. | | 907 | | 296 | |
† | Baxter International Inc. | | 3,883 | | 296 | |
| Hill-Rom Holdings Inc. | | 2,921 | | 296 | |
| Stryker Corp. | | 1,558 | | 294 | |
| Cooper Cos. Inc. | | 1,000 | | 290 | |
| Merck & Co. Inc. | | 3,655 | | 288 | |
| Pfizer Inc. | | 7,054 | | 287 | |
| Becton Dickinson and Co. | | 1,182 | | 285 | |
* | QIAGEN NV | | 7,293 | | 284 | |
| Universal Health Services Inc. Class B | | 2,219 | | 282 | |
| UnitedHealth Group Inc. | | 1,204 | | 281 | |
* | Boston Scientific Corp. | | 7,551 | | 280 | |
† | Medtronic plc | | 3,084 | | 274 | |
| PerkinElmer Inc. | | 2,853 | | 273 | |
| Amgen Inc. | | 1,519 | | 272 | |
| Eli Lilly & Co. | | 2,285 | | 267 | |
* | Laboratory Corp. of America Holdings | | 1,632 | | 261 | |
| Anthem Inc. | | 953 | | 251 | |
* | Henry Schein Inc. | | 2,210 | | 142 | |
| | | | | 33,223 | |
Industrials (9.9%) | | | | | |
| L3 Technologies Inc. | | 28,500 | | 6,230 | |
* | WABCO Holdings Inc. | | 45,000 | | 5,960 | |
| Global Brass & Copper Holdings Inc. | | 112,000 | | 4,860 | |
| LSC Communications Inc. | | 447,998 | | 3,132 | |
* | Advanced Disposal Services Inc. | | 60,000 | | 1,940 | |
| Ingersoll-Rand plc | | 2,803 | | 344 | |
† | Honeywell International Inc. | | 1,958 | | 340 | |
| United Technologies Corp. | | 2,335 | | 333 | |
| AMETEK Inc. | | 3,744 | | 330 | |
| Kansas City Southern | | 2,647 | | 326 | |
† | Roper Technologies Inc. | | 896 | | 322 | |
| Waste Management Inc. | | 3,001 | | 322 | |
| IDEX Corp. | | 2,050 | | 321 | |
| Allegion plc | | 3,226 | | 320 | |
* | HD Supply Holdings Inc. | | 6,969 | | 318 | |
5
Alternative Strategies Fund
| | | Shares | | Market Value· ($000 | ) |
†,* | IHS Markit Ltd. | | 5,552 | | 318 | |
| Fortive Corp. | | 3,622 | | 313 | |
† | Expeditors International of Washington Inc. | | 3,924 | | 312 | |
| Verisk Analytics Inc. Class A | | 2,207 | | 311 | |
† | Toro Co. | | 4,222 | | 309 | |
| Lennox International Inc. | | 1,129 | | 306 | |
| Johnson Controls International plc | | 8,085 | | 303 | |
| AMERCO | | 811 | | 303 | |
† | Republic Services Inc. Class A | | 3,632 | | 301 | |
| Eaton Corp. plc | | 3,621 | | 300 | |
† | Rollins Inc. | | 7,348 | | 284 | |
| KAR Auction Services Inc. | | 5,008 | | 283 | |
| Illinois Tool Works Inc. | | 1,800 | | 280 | |
| Lockheed Martin Corp. | | 812 | | 271 | |
| 3M Co. | | 1,412 | | 268 | |
† | CH Robinson Worldwide Inc. | | 3,212 | | 260 | |
| Raytheon Co. | | 1,362 | | 242 | |
| Snap-on Inc. | | 1,429 | | 240 | |
| General Dynamics Corp. | | 1,282 | | 229 | |
| Pentair plc | | 5,831 | | 227 | |
| JB Hunt Transport Services Inc. | | 2,013 | | 190 | |
| Watsco Inc. | | 755 | | 120 | |
| Valmont Industries Inc. | | 276 | | 37 | |
| | | | | 31,405 | |
Information Technology (21.6%) | | | | | |
* | Worldpay Inc. Class A | | 53,000 | | 6,212 | |
* | First Data Corp. Class A | | 236,000 | | 6,103 | |
| Versum Materials Inc. | | 116,000 | | 6,053 | |
* | Red Hat Inc. | | 33,000 | | 6,024 | |
* | Luxoft Holding Inc. Class A | | 103,000 | | 6,017 | |
* | Quantenna Communications Inc. | | 243,345 | | 5,925 | |
* | Ultimate Software Group Inc. | | 15,500 | | 5,125 | |
* | Attunity Ltd. | | 216,000 | | 5,065 | |
| Travelport Worldwide Ltd. | | 320,000 | | 5,018 | |
* | Finisar Corp. | | 170,000 | | 4,099 | |
* | Mellanox Technologies Ltd. | | 30,000 | | 3,609 | |
† | Microsoft Corp. | | 2,657 | | 347 | |
| Leidos Holdings Inc. | | 4,710 | | 346 | |
† | CDW Corp. | | 3,250 | | 343 | |
† | Jack Henry & Associates Inc. | | 2,260 | | 337 | |
| Total System Services Inc. | | 3,282 | | 336 | |
* | Synopsys Inc. | | 2,756 | | 334 | |
† | Mastercard Inc. Class A | | 1,288 | | 327 | |
† | Booz Allen Hamilton Holding Corp. Class A | | 5,422 | | 321 | |
†,* | Black Knight Inc. | | 5,685 | | 321 | |
| Motorola Solutions Inc. | | 2,205 | | 320 | |
† | Amphenol Corp. Class A | | 3,193 | | 318 | |
| Cisco Systems Inc. | | 5,641 | | 316 | |
| Paychex Inc. | | 3,736 | | 315 | |
| Western Union Co. | | 16,116 | | 313 | |
| Cognizant Technology Solutions Corp. Class A | | 4,288 | | 313 | |
| Automatic Data Processing Inc. | | 1,900 | | 312 | |
| Visa Inc. Class A | | 1,890 | | 311 | |
| Oracle Corp. | | 5,609 | | 310 | |
† | Genpact Ltd. | | 8,546 | | 310 | |
* | Fair Isaac Corp. | | 1,102 | | 308 | |
* | Arrow Electronics Inc. | | 3,647 | | 308 | |
† | Accenture plc Class A | | 1,665 | | 304 | |
† | Fidelity National Information Services Inc. (XNYS) | | 2,617 | | 303 | |
| CDK Global Inc. | | 4,994 | | 301 | |
†,* | Fiserv Inc. (XNGS) | | 3,420 | | 298 | |
* | Tyler Technologies Inc. | | 1,263 | | 293 | |
| Amdocs Ltd. | | 5,263 | | 290 | |
| Citrix Systems Inc. | | 2,858 | | 289 | |
† | Broadridge Financial Solutions Inc. | | 2,401 | | 284 | |
| International Business Machines Corp. | | 1,815 | | 255 | |
| FLIR Systems Inc. | | 4,743 | | 251 | |
| | | | | 68,884 | |
Materials (2.2%) | | | | | |
| RPC Group plc | | 95,446 | | 984 | |
| Air Products & Chemicals Inc. | | 1,648 | | 339 | |
| International Flavors & Fragrances Inc. | | 2,351 | | 324 | |
| Sonoco Products Co. | | 5,120 | | 323 | |
| Ball Corp. | | 5,381 | | 323 | |
| AptarGroup Inc. | | 2,846 | | 317 | |
| Sherwin-Williams Co. | | 690 | | 314 | |
† | RPM International Inc. | | 5,146 | | 312 | |
| Linde plc | | 1,717 | | 309 | |
| PPG Industries Inc. | | 2,633 | | 309 | |
† | Silgan Holdings Inc. | | 10,280 | | 308 | |
| Ecolab Inc. | | 1,660 | | 306 | |
†,* | Axalta Coating Systems Ltd. | | 11,029 | | 298 | |
* | Berry Global Group Inc. | | 5,046 | | 297 | |
| Ashland Global Holdings Inc. | | 3,631 | | 292 | |
| NewMarket Corp. | | 692 | | 290 | |
6
Alternative Strategies Fund
| | | Shares | | Market Value· ($000 | ) |
| Sealed Air Corp. | | 6,195 | | 289 | |
| WR Grace & Co. | | 3,817 | | 288 | |
| Avery Dennison Corp. | | 2,548 | | 282 | |
| Newmont Goldcorp Corp. | | 7,735 | | 240 | |
| Eastman Chemical Co. | | 2,830 | | 223 | |
| | | | | 6,967 | |
Real Estate (3.4%) | | | | | |
| Tier REIT Inc. | | 156,326 | | 4,430 | |
† | American Homes 4 Rent Class A | | 13,690 | | 328 | |
| Invitation Homes Inc. | | 12,858 | | 320 | |
| Gaming and Leisure Properties Inc. | | 7,890 | | 319 | |
| Liberty Property Trust | | 6,326 | | 314 | |
| Duke Realty Corp. | | 10,057 | | 313 | |
| Sun Communities Inc. | | 2,508 | | 309 | |
| AvalonBay Communities Inc. | | 1,533 | | 308 | |
† | Equity Commonwealth | | 9,548 | | 304 | |
† | Equity LifeStyle Properties Inc. | | 2,593 | | 303 | |
† | Equity Residential | | 3,893 | | 297 | |
† | Douglas Emmett Inc. | | 7,208 | | 297 | |
| UDR Inc. | | 6,586 | | 296 | |
| Essex Property Trust Inc. | | 1,047 | | 296 | |
| WP Carey Inc. | | 3,718 | | 295 | |
| Columbia Property Trust Inc. | | 12,856 | | 292 | |
| Camden Property Trust | | 2,838 | | 286 | |
| Realty Income Corp. | | 4,036 | | 282 | |
| Mid-America Apartment Communities Inc. | | 2,528 | | 276 | |
| Apple Hospitality REIT Inc. | | 15,770 | | 259 | |
| Highwoods Properties Inc. | | 4,560 | | 203 | |
| Welltower Inc. | | 2,066 | | 154 | |
| Paramount Group Inc. | | 9,022 | | 131 | |
| Simon Property Group Inc. | | 657 | | 114 | |
| Kilroy Realty Corp. | | 1,130 | | 87 | |
| VEREIT Inc. | | 6,903 | | 57 | |
| | | | | 10,870 | |
Utilities (2.7%) | | | | | |
| Connecticut Water Service Inc. | | 44,536 | | 3,054 | |
| American Electric Power Co. Inc. | | 3,700 | | 317 | |
| Southern Co. | | 5,875 | | 313 | |
| Atmos Energy Corp. | | 3,051 | | 312 | |
| American Water Works Co. Inc. | | 2,879 | | 311 | |
| Dominion Energy Inc. | | 3,997 | | 311 | |
| Exelon Corp. | | 6,037 | | 308 | |
| CenterPoint Energy Inc. | | 9,914 | | 307 | |
| Consolidated Edison Inc. | | 3,551 | | 306 | |
| Hawaiian Electric Industries Inc. | | 7,318 | | 304 | |
| NextEra Energy Inc. | | 1,544 | | 300 | |
| Duke Energy Corp. | | 3,274 | | 298 | |
| CMS Energy Corp. | | 5,317 | | 295 | |
| OGE Energy Corp. | | 6,964 | | 295 | |
| Pinnacle West Capital Corp. | | 3,094 | | 295 | |
| UGI Corp. | | 5,253 | | 286 | |
| Alliant Energy Corp. | | 5,767 | | 272 | |
| Ameren Corp. | | 3,500 | | 255 | |
| DTE Energy Co. | | 1,962 | | 247 | |
| Avangrid Inc. | | 2,317 | | 119 | |
| Entergy Corp. | | 486 | | 47 | |
| | | | | 8,552 | |
Total Common Stocks — Long Positions (Cost $199,680) | | | | 214,800 | |
Common Stocks Sold Short (-24.3%) | | | | | |
Communication Services (-0.9%) | | | | | |
* | Twitter Inc. | | (9,193 | ) | (367 | ) |
| Match Group Inc. | | (5,499 | ) | (332 | ) |
* | Netflix Inc. | | (823 | ) | (305 | ) |
* | Take-Two Interactive Software Inc. | | (3,092 | ) | (299 | ) |
* | Electronic Arts Inc. | | (2,919 | ) | (276 | ) |
* | TripAdvisor Inc. | | (5,019 | ) | (267 | ) |
* | United States Cellular Corp. | | (5,160 | ) | (248 | ) |
| Lions Gate Entertainment Corp. Class B | | (16,461 | ) | (224 | ) |
* | Zillow Group Inc. | | (6,694 | ) | (224 | ) |
| CenturyLink Inc. | | (14,818 | ) | (169 | ) |
* | Zillow Group Inc. Class A | | (1,943 | ) | (65 | ) |
| | | | | (2,776 | ) |
Consumer Discretionary (-1.9%) | | | | | |
* | Floor & Decor Holdings Inc. Class A | | (7,358 | ) | (353 | ) |
| Wynn Resorts Ltd. | | (2,401 | ) | (347 | ) |
* | Garrett Motion Inc. | | (18,283 | ) | (344 | ) |
| International Game Technology plc | | (22,966 | ) | (336 | ) |
| Adient plc | | (14,119 | ) | (326 | ) |
* | Under Armour Inc. Class A | | (13,512 | ) | (312 | ) |
* | Wayfair Inc. | | (1,904 | ) | (309 | ) |
* | Chipotle Mexican Grill Inc. Class A | | (447 | ) | (308 | ) |
* | Caesars Entertainment Corp. | | (32,610 | ) | (305 | ) |
* | frontdoor Inc. | | (8,607 | ) | (303 | ) |
| Dick’s Sporting Goods Inc. | | (7,837 | ) | (290 | ) |
* | Skechers U.S.A. Inc. Class A | | (8,986 | ) | (284 | ) |
* | Michaels Cos. Inc. | | (25,070 | ) | (282 | ) |
7
Alternative Strategies Fund
| | | Shares | | Market Value· ($000 | ) |
| L Brands Inc. | | (10,960 | ) | (281 | ) |
* | Mattel Inc. | | (22,896 | ) | (279 | ) |
| Foot Locker Inc. | | (4,583 | ) | (262 | ) |
* | Tesla Inc. | | (1,071 | ) | (256 | ) |
| Newell Brands Inc. | | (17,753 | ) | (255 | ) |
* | GrubHub Inc. | | (3,580 | ) | (239 | ) |
| Thor Industries Inc. | | (3,294 | ) | (217 | ) |
| Macy’s Inc. | | (8,154 | ) | (192 | ) |
| | | | | (6,080 | ) |
Consumer Staples (-0.2%) | | | | | |
| Spectrum Brands Holdings Inc. | | (5,360 | ) | (330 | ) |
* | TreeHouse Foods Inc. | | (4,728 | ) | (317 | ) |
| | | | | (647 | ) |
Energy (-1.8%) | | | | | |
* | Centennial Resource Development Inc. Class A | | (33,048 | ) | (348 | ) |
| Kosmos Energy Ltd. | | (49,301 | ) | (330 | ) |
| Nabors Industries Ltd. | | (89,442 | ) | (313 | ) |
* | Whiting Petroleum Corp. | | (11,296 | ) | (309 | ) |
| Patterson-UTI Energy Inc. | | (21,672 | ) | (295 | ) |
* | Extraction Oil & Gas Inc. | | (62,465 | ) | (294 | ) |
* | QEP Resources Inc. | | (38,628 | ) | (291 | ) |
| Hess Corp. | | (4,395 | ) | (282 | ) |
* | Transocean Ltd. | | (35,277 | ) | (277 | ) |
* | Chesapeake Energy Corp. | | (92,933 | ) | (270 | ) |
| RPC Inc. | | (26,206 | ) | (270 | ) |
| SM Energy Co. | | (16,824 | ) | (268 | ) |
* | Apergy Corp. | | (6,330 | ) | (251 | ) |
| Marathon Oil Corp. | | (14,102 | ) | (240 | ) |
* | Weatherford International plc | | (427,296 | ) | (236 | ) |
| Noble Energy Inc. | | (8,701 | ) | (236 | ) |
| Range Resources Corp. | | (25,373 | ) | (229 | ) |
* | Antero Resources Corp. | | (31,634 | ) | (229 | ) |
* | WPX Energy Inc. | | (16,068 | ) | (223 | ) |
* | CNX Resources Corp. | | (24,637 | ) | (221 | ) |
| PBF Energy Inc. Class A | | (6,249 | ) | (210 | ) |
* | Parsley Energy Inc. Class A | | (9,549 | ) | (191 | ) |
| | | | | (5,813 | ) |
Financials (-3.5%) | | | | | |
| BB&T Corp. | | (124,471 | ) | (6,373 | ) |
| Chemical Financial Corp. | | (33,534 | ) | (1,473 | ) |
| Navient Corp. | | (25,801 | ) | (349 | ) |
* | SVB Financial Group | | (1,340 | ) | (337 | ) |
| OneMain Holdings Inc. | | (9,490 | ) | (322 | ) |
| LPL Financial Holdings Inc. | | (4,180 | ) | (310 | ) |
| Santander Consumer USA Holdings Inc. | | (14,374 | ) | (307 | ) |
| Mercury General Corp. | | (5,689 | ) | (306 | ) |
| Bank OZK | | (9,022 | ) | (294 | ) |
| Unum Group | | (7,758 | ) | (286 | ) |
| Virtu Financial Inc. Class A | | (11,497 | ) | (283 | ) |
* | Brighthouse Financial Inc. | | (6,533 | ) | (273 | ) |
| Ameris Bancorp | | (6,628 | ) | (242 | ) |
| | | | | (11,155 | ) |
Health Care (-2.8%) | | | | | |
| Bristol-Myers Squibb Co. | | (64,200 | ) | (2,981 | ) |
* | Align Technology Inc. | | (1,119 | ) | (363 | ) |
* | Exact Sciences Corp. | | (3,437 | ) | (339 | ) |
* | Veeva Systems Inc. Class A | | (2,405 | ) | (336 | ) |
* | Alexion Pharmaceuticals Inc. | | (2,319 | ) | (316 | ) |
* | Sage Therapeutics Inc. | | (1,867 | ) | (314 | ) |
* | DexCom Inc. | | (2,520 | ) | (305 | ) |
* | Alnylam Pharmaceuticals Inc. | | (3,352 | ) | (300 | ) |
* | Sarepta Therapeutics Inc. | | (2,514 | ) | (294 | ) |
* | Ionis Pharmaceuticals Inc. | | (3,938 | ) | (293 | ) |
* | Nektar Therapeutics Class A | | (9,126 | ) | (292 | ) |
* | ABIOMED Inc. | | (1,051 | ) | (292 | ) |
* | Bluebird Bio Inc. | | (2,033 | ) | (288 | ) |
* | Molina Healthcare Inc. | | (2,170 | ) | (281 | ) |
* | Penumbra Inc. | | (2,017 | ) | (271 | ) |
* | Incyte Corp. | | (3,481 | ) | (267 | ) |
* | Alkermes plc | | (8,749 | ) | (265 | ) |
* | Seattle Genetics Inc. | | (3,881 | ) | (263 | ) |
* | Agios Pharmaceuticals Inc. | | (4,431 | ) | (248 | ) |
* | Neurocrine Biosciences Inc. | | (3,359 | ) | (243 | ) |
* | Exelixis Inc. | | (12,180 | ) | (240 | ) |
| | | | | (8,791 | ) |
Industrials (-4.1%) | | | | | |
| Harris Corp. | | (37,050 | ) | (6,243 | ) |
| Quad/Graphics Inc. | | (279,998 | ) | (3,419 | ) |
* | United Rentals Inc. | | (2,650 | ) | (373 | ) |
* | Resideo Technologies Inc. | | (15,466 | ) | (351 | ) |
| Arconic Inc. | | (15,629 | ) | (336 | ) |
| Fluor Corp. | | (7,829 | ) | (311 | ) |
| General Electric Co. | | (30,165 | ) | (307 | ) |
| Arcosa Inc. | | (9,765 | ) | (304 | ) |
* | Gardner Denver Holdings Inc. | | (8,861 | ) | (299 | ) |
| American Airlines Group Inc. | | (8,223 | ) | (281 | ) |
| Nielsen Holdings plc | | (9,969 | ) | (255 | ) |
| GrafTech International Ltd. | | (21,695 | ) | (248 | ) |
| Terex Corp. | | (6,382 | ) | (213 | ) |
* | XPO Logistics Inc. | | (3,102 | ) | (211 | ) |
| | | | | (13,151 | ) |
8
Alternative Strategies Fund
| | | Shares | | Market Value· ($000 | ) |
Information Technology (-7.1%) | | | | | |
* | Fiserv Inc. | | (71,508 | ) | (6,238 | ) |
| Fidelity National Information Services Inc. | | (49,221 | ) | (5,706 | ) |
* | II-VI Inc. | | (37,706 | ) | (1,502 | ) |
* | Okta Inc. | | (3,446 | ) | (359 | ) |
* | IPG Photonics Corp. | | (2,009 | ) | (351 | ) |
| Teradyne Inc. | | (7,105 | ) | (348 | ) |
| Lam Research Corp. | | (1,669 | ) | (346 | ) |
* | Nutanix Inc. | | (7,905 | ) | (341 | ) |
* | Pluralsight Inc. Class A | | (9,499 | ) | (337 | ) |
| Switch Inc. | | (30,013 | ) | (326 | ) |
* | RingCentral Inc. Class A | | (2,802 | ) | (326 | ) |
* | Pure Storage Inc. Class A | | (14,206 | ) | (325 | ) |
* | DocuSign Inc. Class A | | (5,721 | ) | (324 | ) |
* | Twilio Inc. Class A | | (2,362 | ) | (324 | ) |
* | Coherent Inc. | | (2,179 | ) | (323 | ) |
* | Advanced Micro Devices Inc. | | (11,640 | ) | (322 | ) |
* | Ceridian HCM Holding Inc. | | (6,047 | ) | (321 | ) |
* | CommScope Holding Co. Inc. | | (12,960 | ) | (321 | ) |
| NVIDIA Corp. | | (1,772 | ) | (321 | ) |
* | Splunk Inc. | | (2,286 | ) | (316 | ) |
| Universal Display Corp. | | (1,977 | ) | (316 | ) |
| Symantec Corp. | | (13,005 | ) | (315 | ) |
* | Arista Networks Inc. | | (1,006 | ) | (314 | ) |
* | Micron Technology Inc. | | (7,458 | ) | (314 | ) |
| MKS Instruments Inc. | | (3,440 | ) | (313 | ) |
* | Atlassian Corp. plc Class A | | (2,762 | ) | (304 | ) |
* | ON Semiconductor Corp. | | (12,867 | ) | (297 | ) |
* | Square Inc. | | (3,884 | ) | (283 | ) |
* | Conduent Inc. | | (21,571 | ) | (277 | ) |
| LogMeIn Inc. | | (3,095 | ) | (255 | ) |
* | 2U Inc. | | (4,206 | ) | (254 | ) |
| Western Digital Corp. | | (4,044 | ) | (207 | ) |
* | Zendesk Inc. | | (1,839 | ) | (161 | ) |
| Cognex Corp. | | (1,271 | ) | (64 | ) |
| | | | | (22,751 | ) |
Materials (-0.3%) | | | | | |
| Freeport-McMoRan Inc. | | (23,098 | ) | (285 | ) |
| United States Steel Corp. | | (15,394 | ) | (240 | ) |
* | Alcoa Corp. | | (8,369 | ) | (223 | ) |
| Chemours Co. | | (6,055 | ) | (218 | ) |
| | | | | (966 | ) |
Real Estate (-1.7%) | | | | | |
| Cousins Properties Inc. | | (465,852 | ) | (4,458 | ) |
| Realogy Holdings Corp. | | (26,566 | ) | (346 | ) |
| Uniti Group Inc. | | (28,064 | ) | (308 | ) |
| Colony Capital Inc. | | (46,056 | ) | (237 | ) |
| | | | | (5,349 | ) |
Total Common Stocks Sold Short (Proceeds $78,786) | | | | (77,479 | ) |
Temporary Cash Investments (24.2%) | | | | | |
Money Market Fund (13.4%) | | | | | |
2 | Vanguard Market Liquidity Fund, 2.545% | | 426,122 | | 42,616 | |
| | | | | | |
| | | Face | | | |
| | | Amount | | | |
| | | ($000 | ) | | | |
U.S. Government and Agency Obligations (10.8%) | | | | | |
3,4 | United States Treasury Bill, 2.474%–2.479%, 5/9/19 | | 3,100 | | 3,098 | |
3,4 | United States Treasury Bill, 2.414%–2.492%, 5/23/19 | | 12,500 | | 12,482 | |
4 | United States Treasury Bill, 2.411%, 5/23/19 | | 4,000 | | 3,994 | |
3,4 | United States Treasury Bill, 2.419%, 6/13/19 | | 4,500 | | 4,487 | |
4 | United States Treasury Bill, 2.408%, 6/20/19 | | 1,000 | | 997 | |
4 | United States Treasury Bill, 2.390%–2.397%, 7/5/19 | | 6,500 | | 6,472 | |
4 | United States Treasury Bill, 2.473%, 7/18/19 | | 3,000 | | 2,985 | |
| | | | | 34,515 | |
Total Temporary Cash Investments (Cost $77,129) | | | | 77,131 | |
†,4 Other Assets and Liabilities — Net (32.7%) | | | | 104,198 | |
Net Assets (100%) | | | | | |
Applicable to 14,745,080 outstanding $.001 par value shares of beneficial interest (unlimited authorization) | | | | 318,650 | |
Net Asset Value Per Share | | | | $21.61 | |
| | | | | | | |
9
Alternative Strategies Fund
| | Amount | |
| | ($000 | ) |
Consolidated Statement of Assets and Liabilities | | | |
Assets | | | |
Investments in Securities, Long Positions, at Value | | | |
Unaffiliated Issuers | | 249,315 | |
Affiliated Issuers | | 42,616 | |
Total Long Positions | | 291,931 | |
Investment in Vanguard | | 18 | |
†Cash Segregated for Short Positions | | 83,357 | |
Receivables for Investment Securities Sold | | 332 | |
Receivables for Accrued Income | | 197 | |
Variation Margin Receivable—Futures Contracts | | 1,511 | |
Unrealized Appreciation—Forward Currency Contracts | | 1,813 | |
4Other Assets | | 24,833 | |
Total Assets | | 403,992 | |
Liabilities | | | |
Securities Sold Short, at Value | | 77,479 | |
Payables for Investment Securities Purchased | | 5,908 | |
Payables to Vanguard | | 118 | |
Variation Margin Payable—Futures Contracts | | 891 | |
Unrealized Depreciation—Forward Currency Contracts | | 921 | |
Accrued Dividend Expense on Securites Sold Short | | 25 | |
Total Liabilities | | 85,342 | |
Net Assets | | 318,650 | |
At April 30, 2019, net assets consisted of:
| | Amount ($000 | ) |
Paid-in Capital | | 287,094 | |
Total Distributable Earnings (Loss) | | 31,556 | |
Net Assets | | 318,650 | |
· See Note A in Notes to Financial Statements.
† Long security positions with a value of $12,209,000 and cash of $83,357,000 are held in a segregated account at the fund’s custodian bank and pledged to a broker-dealer as collateral for the fund’s obligation to return borrowed securities. For so long as such obligations continue, the fund’s access to these assets is subject to authorization from the broker-dealer.
* Non-income-producing security.
1 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 April 30, 2019, the value of this security represented 1.1% 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 Security is owned by the Vanguard ASF Portfolio, which is a wholly owned subsidiary of the Alternative Strategies Fund.
4 Securities with a value of $20,211,000 and cash of $77,000 have been segregated as initial margin for open futures contracts.
ADR—American Depositary Receipt.
REIT—Real Estate Investment Trust.
10
Alternative Strategies Fund
Derivative Financial Instruments Outstanding as of Period End |
|
Futures Contracts |
| | | | | ($000) |
| | | | Value and |
| | Number of | | Unrealized |
| | Long (Short) | Notional | Appreciation |
| Expiration | Contracts | Amount | (Depreciation) |
Long Futures Contracts | | | | |
2-Year U.S. Treasury Note | June 2019 | 784 | 166,998 | 551 |
5-Year U.S. Treasury Note | June 2019 | 342 | 39,549 | 309 |
10-Year U.S. Treasury Note | June 2019 | 208 | 25,724 | 273 |
Amsterdam Exchange Index | May 2019 | 143 | 18,213 | 411 |
MSCI Singapore Index | May 2019 | 649 | 18,049 | 134 |
FTSE 100 Index | June 2019 | 150 | 18,035 | 852 |
CAC 40 Index | May 2019 | 290 | 18,026 | 330 |
Hang Seng Index | May 2019 | 95 | 17,841 | (29) |
OMX Stockholm 30 Index | May 2019 | 1,011 | 17,749 | 452 |
RBOB Gasoline1 | July 2019 | 86 | 7,465 | 277 |
LME Copper1 | June 2019 | 45 | 7,217 | (62) |
Copper1 | June 2019 | 99 | 7,187 | (82) |
LME Zinc1 | June 2019 | 99 | 7,106 | (126) |
Cocoa1 | July 2019 | 301 | 7,101 | 427 |
LME Tin1 | June 2019 | 70 | 6,892 | (348) |
Live Cattle1 | July 2019 | 149 | 6,809 | (450) |
Wheat1 | June 2019 | 311 | 6,667 | (615) |
| | | | | 2,304 |
11
Alternative Strategies Fund
Futures Contracts (continued) |
| | | | | ($000) |
| | | | Value and |
| | Number of | | Unrealized |
| | Long (Short) | Notional | Appreciation |
| Expiration | Contracts | Amount | (Depreciation) |
Short Futures Contracts | | | | |
DAX 30 Index | June 2019 | (52) | (17,994) | (1,113) |
E-mini S&P 500 Index | June 2019 | (122) | (17,986) | (879) |
S&P/TSX 60 Index | June 2019 | (121) | (17,871) | 28 |
MSCI Taiwan Index | May 2019 | (437) | (17,860) | 51 |
KOSPI 200 Index | June 2019 | (291) | (17,774) | (529) |
SPI 200 Index | June 2019 | (160) | (17,748) | (231) |
Coffee1 | July 2019 | (208) | (7,266) | — |
Corn1 | July 2019 | (389) | (7,051) | 140 |
Cotton No. 21 | July 2019 | (183) | (7,025) | 126 |
Natural Gas1 | June 2019 | (271) | (6,978) | 237 |
LME Aluminium1 | June 2019 | (156) | (6,965) | 260 |
Sugar #111 | June 2019 | (501) | (6,924) | 296 |
Feeder Cattle1 | May 2019 | (96) | (6,797) | 218 |
Soybean1 | July 2019 | (159) | (6,789) | 435 |
| | | | | (961) |
| | | | | 1,343 |
1 Security is owned by the subsidiary.
12
Alternative Strategies Fund
Forward Currency Contracts | | | | | | | | | | | | |
| | Contract Settlement Date | | | | | | | | Unrealized Appreciation ($000) | | Unrealized (Depreciation) ($000) |
| | | Contract Amount (000) | | |
Counterparty | | | | Receive | | | Deliver | | |
BNP Paribas | | 5/8/19 | | NOK | 358,201 | | USD | 41,816 | | — | | (284) |
BNP Paribas | | 5/8/19 | | AUD | 58,556 | | USD | 41,730 | | — | | (442) |
BNP Paribas | | 5/8/19 | | CAD | 55,570 | | USD | 41,634 | | — | | (147) |
Bank of America, N.A. | | 5/8/19 | | CAD | 4,920 | | USD | 3,644 | | 30 | | — |
Bank of America, N.A. | | 5/8/19 | | EUR | 3,212 | | USD | 3,610 | | — | | (4) |
Bank of America, N.A. | | 5/8/19 | | CHF | 3,000 | | USD | 2,986 | | — | | (39) |
BNP Paribas | | 5/8/19 | | GBP | 1,915 | | USD | 2,503 | | — | | (5) |
BNP Paribas | | 5/8/19 | | SEK | 2,340 | | USD | 247 | | — | | — |
BNP Paribas | | 5/8/19 | | USD | 41,766 | | CHF | 41,425 | | 1,080 | | — |
BNP Paribas | | 5/8/19 | | USD | 41,742 | | EUR | 37,044 | | 163 | | — |
BNP Paribas | | 5/8/19 | | USD | 41,604 | | JPY | 4,603,965 | | 245 | | — |
BNP Paribas | | 5/8/19 | | USD | 11,279 | | EUR | 10,009 | | 45 | | — |
BNP Paribas | | 5/8/19 | | USD | 9,733 | | AUD | 13,648 | | 110 | | — |
BNP Paribas | | 5/8/19 | | USD | 3,665 | | CAD | 4,892 | | 12 | | — |
BNP Paribas | | 5/8/19 | | USD | 3,507 | | GBP | 2,670 | | 24 | | — |
BNP Paribas | | 5/8/19 | | USD | 3,025 | | CHF | 3,000 | | 78 | | — |
Bank of America, N.A. | | 5/8/19 | | USD | 1,305 | | AUD | 1,829 | | 14 | | — |
Bank of America, N.A. | | 5/8/19 | | USD | 557 | | EUR | 492 | | 5 | | — |
BNP Paribas | | 5/8/19 | | USD | 253 | | SEK | 2,340 | | 7 | | — |
Bank of America, N.A. | | 5/8/19 | | USD | 21 | | CAD | 28 | | — | | — |
| | | | | | | | | | 1,813 | | (921) |
| | | | | | | | | | | | | |
AUD—Australian dollar.
CAD—Canadian dollar.
CHF—Swiss franc.
EUR—euro.
GBP—British pound.
JPY—Japanese yen.
NOK—Norwegian krone.
SEK—Swedish krona.
USD—U.S. dollar.
At April 30, 2019, the counterparty had desposited in segregated accounts securities with a value of $1,021,000 in connection with open forward currency contracts.
See accompanying Notes, which are an integral part of the Financial Statements.
13
Alternative Strategies Fund
Consolidated Statement of Operations
| | Six Months Ended | |
| | April 30, 2019 | |
| | ($000 | ) |
Investment Income | | | |
Income | | | |
Dividends1 | | 2,181 | |
Interest2 | | 866 | |
Total Income | | 3,047 | |
Expenses | | | |
Investment Advisory Fees—Note B | | 239 | |
The Vanguard Group—Note C | | | |
Management and Administrative | | 251 | |
Marketing and Distribution | | 17 | |
Custodian Fees | | 56 | |
Shareholders’ Reports | | 1 | |
Trustees’ Fees and Expenses | | 5 | |
Dividend Expense on Securities Sold Short | | 620 | |
Total Expenses | | 1,189 | |
Expenses Paid Indirectly | | (30 | ) |
Net Expenses | | 1,159 | |
Net Investment Income (Loss) | | 1,888 | |
Realized Net Gain (Loss) | | | |
Investment Securities Sold—Long Positions2 | | 6,607 | |
Investment Securities Sold Short | | (1,259 | ) |
Futures Contracts | | 9,070 | |
Forward Currency Contracts | | (19 | ) |
Foreign Currencies | | (122 | ) |
Realized Net Gain (Loss) | | 14,277 | |
Change in Unrealized Appreciation (Depreciation) | | | |
Investment Securities—Long Positions2 | | 10,160 | |
Investment Securities Sold Short | | (5,511 | ) |
Futures Contracts | | 460 | |
Forward Currency Contracts | | 567 | |
Foreign Currencies | | 7 | |
Change in Unrealized Appreciation (Depreciation) | | 5,683 | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | 21,848 | |
1 Dividends are net of foreign withholding taxes of $57,000.
2 Interest income, realized net gain (loss), and change in unrealized appreciation (depreciation) from an affiliated company of the fund were $552,000, $4,000, and ($3,000), respectively. Purchases and sales are for temporary cash investment purposes.
See accompanying Notes, which are an integral part of the Financial Statements.
14
Alternative Strategies Fund
Consolidated Statement of Changes in Net Assets
| | Six Months Ended April 30, 2019 | | Year Ended October 31, 2018 | |
| | ($000) | | ($000 | ) |
Increase (Decrease) in Net Assets | | | | | |
Operations | | | | | |
Net Investment Income | | 1,888 | | 3,156 | |
Realized Net Gain (Loss) | | 14,277 | | (3,766 | ) |
Change in Unrealized Appreciation (Depreciation) | | 5,683 | | 1,841 | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | 21,848 | | 1,231 | |
Distributions | | | | | |
Net Investment Income | | (3,935) | | (1,498 | ) |
Realized Capital Gain | | — | | — | |
Total Distributions | | (3,935) | | (1,498 | ) |
Capital Share Transactions | | | | | |
Issued | | 13,696 | | 67,391 | |
Issued in Lieu of Cash Distributions | | 3,928 | | 1,482 | |
Redeemed | | (36,796) | | (40,944 | ) |
Net Increase (Decrease) from Capital Share Transactions | | (19,172) | | 27,929 | |
Total Increase (Decrease) | | (1,259) | | 27,662 | |
Net Assets | | | | | |
Beginning of Period | | 319,909 | | 292,247 | |
End of Period | | 318,650 | | 319,909 | |
See accompanying Notes, which are an integral part of the Financial Statements.
15
Alternative Strategies Fund
Consolidated Financial Highlights
| | Six Months, | | | | Aug. 11, | |
| | Ended | | | | 20151 to | |
| | April 30, | | Year Ended October 31, | | | Oct. 31, | |
For a Share Outstanding Throughout Each Period | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 | |
Net Asset Value, Beginning of Period | | $20.41 | | $20.46 | | $21.28 | | $20.23 | | $20.00 | |
Investment Operations | | | | | | | | | | | |
Net Investment Income (Loss) | | .1262 | | .1972 | | .1532 | | .106 | | .004 | |
Net Realized and Unrealized Gain (Loss) on Investments | | 1.334 | | (.143 | ) | (.139 | ) | 1.039 | | .226 | |
Total from Investment Operations | | 1.460 | | .054 | | .014 | | 1.145 | | .230 | |
Distributions | | | | | | | | | | | |
Dividends from Net Investment Income | | (.260 | ) | (.104 | ) | (.093 | ) | (.095 | ) | — | |
Distributions from Realized Capital Gains | | — | | — | | (.741 | ) | — | | — | |
Total Distributions | | (.260 | ) | (.104 | ) | (.834 | ) | (.095 | ) | — | |
Net Asset Value, End of Period | | $21.61 | | $20.41 | | $20.46 | | $21.28 | | $20.23 | |
| | | | | | | | | | | |
Total Return3 | | 7.23% | | 0.27% | | 0.11% | | 5.68% | | 1.15% | |
| | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | |
Net Assets, End of Period (Millions) | | $319 | | $320 | | $292 | | $235 | | $159 | |
Ratio of Total Expenses to Average Net Assets | | | | | | | | | | | |
Based on Total Expenses4,5 | | 0.73%6 | | 0.66%6 | | 0.79% | | 0.71% | | 0.73%7 | |
Net of Dividend and Borrowing Expense on Securities Sold Short | | 0.33%6 | | 0.33%6 | | 0.35% | | 0.36% | | 0.36%7 | |
Ratio of Net Investment Income (Loss) to Average Net Assets | | 1.22% | | 0.93% | | 0.75% | | 0.50% | | 0.09%7 | |
Portfolio Turnover Rate | | 142% | | 131% | | 125% | | 120% | | 25% | |
| | | | | | | | | | | | |
The expense ratio, net investment income ratio, and turnover rate for the current period have been annualized.
1 Inception.
2 Calculated based on average shares outstanding.
3 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.
4 Includes dividend expense on securities sold short of 0.40%, 0.33%, 0.44%, 0.35%, and 0.34%, respectively.
5 Includes borrowing expense on securities sold short of 0.00%, 0.00%, 0.00%, 0.00%, and 0.03%, respectively.
6 The ratio of total expenses to average net assets net of reduction from custody fee offset arrangement was 0.72% and 0.32% in 2019, and 0.65% and 0.32% in 2018, respectively.
7 Annualized.
See accompanying Notes, which are an integral part of the Financial Statements.
16
Alternative Strategies Fund
Notes to Consolidated Financial Statements
Vanguard Alternative Strategies Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund.
The Consolidated Financial Statements include Vanguard ASF Portfolio (“the subsidiary”), which commenced operations on August 11, 2015. The subsidiary is wholly owned by the fund and is a unit trust established in the Cayman Islands under the Trusts Law (2011 Revision) of the Cayman Islands, which is organized to invest in certain commodity-linked investments on behalf of the fund, consistent with the fund’s investment objectives and policies. The commodity-linked investments and other investments held by the subsidiary are subject to the same risks that apply to similar investments if held directly by the fund. As of April 30, 2019, the fund held $ 30,581,000 in the subsidiary, representing 10% of the fund’s net assets. All inter-fund transactions and balances (including the fund’s investment in the subsidiary) have been eliminated, and the Consolidated Financial Statements include all investments and other accounts of the subsidiary as if held directly by the fund. A summary of the subsidiary’s financial information is presented below.
Subsidiary Financial Statement Information | | Amount ($000 | ) |
Total Assets | | 31,047 | |
Total Liabilities | | (466 | ) |
Net Assets | | 30,581 | |
Net Investment Income (Loss) | | 137 | |
Realized Net Gain (Loss) | | 264 | |
Change in Unrealized Appreciation (Depreciation) | | 1,409 | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | 1,810 | |
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 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.
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
17
Alternative Strategies Fund
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 Contracts: The fund gains exposure to commodities through the subsidiary’s investment in exchange-traded commodity futures contracts. The fund also uses interest rate futures contracts to invest in fixed income asset classes with greater efficiency and lower cost than is possible through direct investment, to add value when these instruments are attractively priced, or to adjust sensitivity to changes in interest rates. The fund uses global equity index futures contracts to capture excess return opportunities. The primary risk associated with the use of futures contracts are imperfect correlation between changes in market values of the underlying securities or commodities and the prices of futures contracts, and the possibility of an illiquid market. In addition, commodity futures trading is volatile, and even a small movement in market prices could cause large losses. 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 notional amounts of the contracts are not recorded in the Consolidated Statement of Net Assets. Fluctuations in the value of the contracts are recorded in the Consolidated Statement of Assets and Liabilities as an asset (liability) and in the Consolidated Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized futures gains (losses).
During the six months ended April 30, 2019, the fund’s average investments in long and short futures contracts represented 111% and 37% of net assets, respectively.
4. Forward Currency Contracts: The fund enters into forward currency contracts to enhance returns and protect the value of securities and related receivables and payables against changes in future 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 counter- parties 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 Consolidated Statement of Net Assets. The value of collateral received or pledged
18
Alternative Strategies Fund
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.
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 notional amounts of the contracts are not recorded in the Consolidated Statement of Assets and Liabilities. Fluctuations in the value of the contracts are recorded in the Consolidated Statement of Assets and Liabilities as an asset (liability) and in the Consolidated Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized forward currency contract gains (losses).
During the six months ended April 30, 2019, the fund’s average investment in forward currency contracts represented 6% of net assets, based on the average of notional amounts at each quarter-end during the period.
5. Short Sales: Short sales are the sales of securities that the fund does not own. The fund sells a security it does not own in anticipation of a decline in the value of that security. In order to deliver the security to the purchaser, the fund borrows the security from a broker-dealer. The fund must segregate, as collateral for its obligation to return the borrowed security, an amount of cash and long security positions at least equal to the market value of the security sold short, and in the absence of a default, such collateral cannot be repledged, resold, or rehypothecated. This results in the fund holding a significant portion of its assets in cash. The fund later closes out the position by returning the security to the lender, typically by purchasing the security in the open market. A gain, limited to the price at which the fund sold the security short, or a loss, theoretically unlimited in size, is recognized upon the termination of the short sale. The fund may receive a portion of the income from the investment of collateral, or be charged a fee on borrowed securities, based on the market value of each borrowed security and a variable rate that is dependent upon the availability of such security. The net amounts of income or fees are recorded as interest income (for net income received) or borrowing expense on securities sold short (for net fees charged) on the Consolidated Statement of Operations. Dividends on securities sold short are reported as an expense in the Consolidated Statement of Operations. Cash collateral segregated for securities sold short is recorded as an asset in the Consolidated Statement of Assets and Liabilities. Long security positions segregated as collateral are shown in the Consolidated Statement of Net Assets.
6. Federal Income Taxes: The fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income. The subsidiary is classified as a foreign corporation for U.S. tax purposes, and because it does not carry on a U.S. trade or business, is generally not subject to U.S. federal income tax. The subsidiary also complies with the Foreign Account Tax Compliance Act (“FATCA”) and thus will not be subject to 30% withholding under FATCA on any income from U.S. investments. In addition, the subsidiary is not subject to Cayman Islands income tax. The subsidiary will generally distribute any earnings and profits to the fund each year, and such income will be qualifying income to the fund. Management has analyzed the fund’s tax positions taken for all open federal income tax years (October 31, 2015–2018), and for the period ended April 30, 2019, and has concluded that no provision for federal income tax is required in the fund’s financial statements.
19
Alternative Strategies Fund
7. Distributions: Distributions to shareholders are recorded on the ex-dividend date. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes.
8. Credit Facility: The fund and certain other funds managed by The Vanguard Group (“Vanguard”) participate in a $4.3 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 Consolidated 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 April 30, 2019, or at any time during the period then ended.
9. Other: Dividend income (or dividend expenses on short positions) 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 Consolidated Statement of Assets and Liabilities.
Upon the request of Vanguard, the fund may invest up to 0.40% of its net assets as capital in Vanguard. At April 30, 2019, the fund had contributed to Vanguard capital in the amount of $18,000, representing 0.01% of the fund’s net assets and 0.01% of Vanguard’s capitalization. The fund’s trustees and officers are also directors and employees, respectively, of Vanguard.
C. The fund’s custodian bank has agreed to reduce its fees when the fund maintains cash on deposit in the non-interest-bearing custody account. For the period ended April 30, 2019, custodian fee offset arrangements reduced the fund’s expenses by $30,000 (an annual rate of 0.01% of average net assets).
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.
20
Alternative Strategies Fund
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). Any investments valued with significant unobservable inputs are noted on the Consolidated Statement of Net Assets.
The following table summarizes the market value of the fund’s investments as of April 30, 2019, based on the inputs used to value them:
| | Level 1 | | Level 2 | | Level 3 | |
Investments | | ($000 | ) | ($000 | ) | ($000 | ) |
Common Stocks—Long Positions | | 198,422 | | 16,378 | | — | |
Common Stocks Sold Short | | (77,479 | ) | — | | — | |
Temporary Cash Investments | | 42,616 | | 34,515 | | — | |
Futures Contracts—Assets1 | | 1,511 | | — | | — | |
Futures Contracts—Liabilities1 | | (891 | ) | — | | — | |
Forward Currency Contracts—Assets | | — | | 1,813 | | — | |
Forward Currency Contracts—Liabilities | | — | | (921 | ) | — | |
Total | | 164,179 | | 51,785 | | — | |
1 Represents variation margin on the last day of the reporting period.
E. At April 30, 2019, the fair values of derivatives were reflected in the Consolidated Statement of Assets and Liabilities as follows:
Consolidated Statement of Assets and Liabilities Caption | | Equity Contracts ($000 | ) | Commodity Contracts ($000 | ) | Interest Rate Contracts ($000 | ) | Foreign Exchange Contracts ($000 | ) | Total ($000 | ) |
Variation Margin Receivable—Futures Contracts | | 497 | | 832 | | 182 | | — | | 1,511 | |
Unrealized Appreciation—Forward Currency Contracts | | — | | — | | — | | 1,813 | | 1,813 | |
Total Assets | | 497 | | 832 | | 182 | | 1,813 | | 3,324 | |
| | | | | | | | | | | |
Variation Margin Payable—Futures Contracts | | (451 | ) | (440 | ) | — | | — | | (891 | ) |
Unrealized Depreciation—Forward Currency Contracts | | — | | — | | — | | (921 | ) | (921 | ) |
Total Liabilities | | (451 | ) | (440 | ) | — | | (921 | ) | (1,812 | ) |
21
Alternative Strategies Fund
Realized net gain (loss) and the change in unrealized appreciation (depreciation) on derivatives for the six months ended April 30, 2019, were:
Realized Net Gain (Loss) on Derivatives | | Equity Contracts ($000 | ) | Commodity Contracts ($000 | ) | Interest Rate Contracts ($000 | ) | Foreign Exchange Contracts ($000 | ) | Total ($000 | ) |
Futures Contracts | | 7,315 | | 264 | | 1,491 | | — | | 9,070 | |
Forward Currency Contracts | | — | | — | | — | | (19 | ) | (19 | ) |
Realized Net Gain (Loss) on Derivatives | | 7,315 | | 264 | | 1,491 | | (19 | ) | 9,051 | |
Change in Unrealized Appreciation (Depreciation) on Derivatives | | | | | | | |
Futures Contracts | | (3,401 | ) | 1,409 | | 2,452 | | — | | 460 | |
Forward Currency Contracts | | — | | — | | — | | 567 | | 567 | |
Change in Unrealized Appreciation (Depreciation) on Derivatives | | (3,401 | ) | 1,409 | | 2,452 | | 567 | | 1,027 | |
The following table summarizes the fund’s derivative assets and liabilities by counterparty for derivatives subject to arrangements that provide for offsetting assets and liabilities. Exchange-traded derivatives are listed separately.
| | Assets | | Liabilities | | | | Amounts Not Offset in | | | |
| | Reflected in | | Reflected in | | | | the Consolidated | | | |
| | Consolidated | | Consolidated | | | | Statement of Assets | | Net | |
| | Statement of | | Statement of | | Net Amount | | and Liabilities | | Exposure3 | |
| | Assets and | | Assets and | | Receivable | | Collateral | | Collateral | | (Not Less | |
| | Liabilities1 | | Liabilities1 | | (Payable | ) | Pledged2 | | Received2 | | Than $0 | ) |
| | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) | ($000 | ) |
Forward Currency Contracts Subject to Offsetting Arrangements, by Counterparty | | | | | | | | | | | | | |
Bank of America, N.A. | | 49 | | (43 | ) | 6 | | — | | — | | 6 | |
BNP Paribas | | 1,764 | | (878 | ) | 886 | | — | | 1,021 | | — | |
Exchange—Traded Index Futures Contracts | | 497 | | (451 | ) | 46 | | 12,530 | | — | | — | |
Exchange—Traded Commodity Futures Contracts | | 832 | | (440 | ) | 392 | | 6,762 | | — | | — | |
Exchange—Traded Interest Rate Futures Contracts | | 182 | | — | | 182 | | 996 | | — | | — | |
Total | | 3,324 | | (1,812 | ) | 1,512 | | 20,288 | | 1,021 | | 6 | |
1 Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset in the Consolidated Statement of Assets and Liabilities.
2 Securities or other assets pledged as collateral are noted in the Consolidated Statement of Net Assets and the Consolidated Statement of Assets and Liabilities. Securities or other assets received as collateral are held in a segregated account and not included in the fund’s security holdings in the Consolidated Statement of Net Assets and the Consolidated Statement of Assets and Liabilities.
3 Net Exposure represents the net amount receivable from the counterparty in the event of default. Counterparties may not exchange collateral if amount is below a specified minimum transfer amount.
22
Alternative Strategies Fund
F. As of April 30, 2019, gross unrealized appreciation and depreciation for investments, derivatives, and securities sold short based on cost for U.S. federal income tax purposes were as follows:
| | Amount ($000 | ) |
Tax Cost | | 276,941 | |
Gross Unrealized Appreciation | | 32,039 | |
Gross Unrealized Depreciation | | (13,507 | ) |
Net Unrealized Appreciation (Depreciation) | | 18,532 | |
The fund’s tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at October 31, 2018, the fund had available capital losses totaling $2,919,000 that may be carried forward indefinitely to offset future net capital gains. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending October 31, 2019; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balance above.
G. During the six months ended April 30, 2019, the fund purchased $282,807,000 of investment securities and sold $190,937,000 of investment securities, other than temporary cash investments. The proceeds of short sales and the cost of purchases to cover short sales were $72,134,000 and $35,346,000, respectively.
H. Capital shares issued and redeemed were:
| | Six Months Ended April 30, 2019 | | Year Ended October 31, 2018 | |
| | Shares (000 | ) | Shares (000 | ) |
Issued | | 658 | | 3,346 | |
Issued in Lieu of Cash Distributions | | 192 | | 74 | |
Redeemed | | (1,775 | ) | (2,032 | ) |
Net Increase (Decrease) in Shares Outstanding | | (925 | ) | 1,388 | |
At April 30, 2019 Vanguard Managed Payout Fund was the record or beneficial owner of 71% of the fund’s net assets.
I. Management has determined that no material events or transactions occurred subsequent to April 30, 2019, that would require recognition or disclosure in these financial statements.
23
Trustees Approve Advisory Arrangement
The board of trustees of Vanguard Alternative Strategies Fund has renewed the fund’s advisory arrangement with The Vanguard Group, Inc. (Vanguard), through its Quantitative Equity Group. The board determined that continuing the fund’s internalized management structure was in the best interests of the fund and its shareholders.
The board based its decision upon an evaluation of the advisor’s investment staff, portfolio management process, and performance. This evaluation included information provided to the board by Vanguard’s Portfolio Review Department, which is responsible for fund and advisor oversight and product management. The Portfolio Review Department met regularly with the advisor and made monthly presentations to the board during the fiscal year that directed the board’s focus to relevant information and topics.
The board, or an investment committee made up of board members, also received information throughout the year during advisor presentations. For each advisor presentation, the board was provided with letters and reports that included information about, among other things, the advisory firm and the advisor’s assessment of the investment environment, portfolio performance, and portfolio characteristics.
In addition, the board received monthly reports, which included a Market and Economic Report, a Fund Dashboard Monthly Summary, and a Fund Performance Report.
Prior to their meeting, the trustees were provided with a memo and materials that summarized the information they received over the course of the year. They also considered the factors discussed below, among others. However, no single factor determined whether the board approved the arrangement. Rather, it was the totality of the circumstances that drove the board’s decision.
Nature, extent, and quality of services
The board reviewed the quality of the investment management services provided to the fund since its inception in 2015 and took into account the organizational depth and stability of the advisor. The board considered that Vanguard has been managing investments for more than four decades. The Quantitative Equity Group adheres to a sound, disciplined investment management process; the team has considerable experience, stability, and depth.
The board concluded that Vanguard’s experience, stability, depth, and performance, among other factors, warranted continuation of the advisory arrangement.
Investment performance
The board considered the performance of the fund since its inception, including any periods of outperformance or underperformance compared with a relevant benchmark index and peer group. The board concluded that the performance was such that the advisory arrangement should continue.
24
Cost
The board concluded that the fund’s expense ratio was well below the average expense ratio charged by funds in its peer group and that the fund’s advisory expenses were also well below the peer-group average.
The board does not conduct a profitability analysis of Vanguard because of Vanguard’s unique structure. Unlike most other mutual fund management companies, Vanguard is owned by the funds it oversees.
The benefit of economies of scale
The board concluded that the fund’s arrangement with Vanguard ensures that the fund will realize economies of scale as it grows, with the cost to shareholders declining as fund assets increase.
The board will consider whether to renew the advisory arrangement again after a one-year period.
25
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| |
| |
| 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.
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 information about your fund on the SEC’s website, and you can receive copies of this information, for a fee, by sending a request via email addressed to publicinfo@sec.gov.
| © 2019 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor. Q12982 062019 |
Item 2: Code of Ethics.
Not applicable.
Item 3: Audit Committee Financial Expert.
Not applicable.
Item 4: Principal Accountant Fees and Services.
(a) Audit Fees.
Not applicable.
Item 5: Audit Committee of Listed Registrants.
Not applicable.
Item 6: Investments.
Not applicable.
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: Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13: Exhibits.
(a) 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 TRUSTEES’ EQUITY FUND |
| |
BY: | /s/ MORTIMER J. BUCKLEY* | |
| | |
| MORTIMER J. BUCKLEY | |
| CHIEF EXECUTIVE OFFICER | |
Date: June 18, 2019
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 TRUSTEES’ EQUITY FUND |
| |
BY: | /s/ MORTIMER J. BUCKLEY* | |
| | |
| MORTIMER J. BUCKLEY | |
| CHIEF EXECUTIVE OFFICER | |
|
Date: June 18, 2019 |
|
| VANGUARD TRUSTEES’ EQUITY FUND |
| |
BY: | /s/ THOMAS J. HIGGINS* | |
| | |
| THOMAS J. HIGGINS | |
| CHIEF FINANCIAL OFFICER | |
|
Date: June 18, 2019 |
* By: /s/ Anne E. Robinson
Anne E. Robinson, pursuant to a Power of Attorney filed on January 18, 2018; see file Number 33-32216, Incorporated by Reference.