| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| Form N-1A | |
| REGISTRATION STATEMENT (NO. 2-88116) | |
| UNDER THE SECURITIES ACT OF 1933 | [X] |
| Pre-Effective Amendment No. | [ ] |
| Post-Effective Amendment No. 90 | [X] |
| and | |
| REGISTRATION STATEMENT (NO. 811-3916) UNDER THE INVESTMENT COMPANY ACT | |
| OF 1940 | |
| Amendment No. 93 | [X] |
| VANGUARD SPECIALIZED FUNDS |
| (Exact Name of Registrant as Specified in Declaration of Trust) |
| P.O. Box 2600, Valley Forge, PA 19482 |
| (Address of Principal Executive Office) |
| Registrant’s Telephone Number (610) 669-1000 |
| Anne E. Robinson, Esquire |
| P.O. Box 876 |
| Valley Forge, PA 19482 |
| It is proposed that this filing will become effective immediately upon filing pursuant to |
| Rule 462(d). |
| Explanatory Note |
| This Post-Effective Amendment consists of the following: |
| 1. Facing Sheet of the Registration Statement |
| 2. Part C to the Registration Statement (including Signatures page) |
| 3. Exhibit (b) to Item 28 to the Registration Statement |
| This Post-Effective Amendment is being filed solely to file Amended and Restated By-Laws |
| as Exhibit (b) to Item 28 to this Registration Statement on Form N-1A (the “Registration |
| Statement”). |
| Parts A and B of Post-Effective Amendment No. 88 to the Registration Statement, dated May |
| 25, 2017, and filed pursuant to Rule 485(b) under the Securities Act of 1933, are incorporated |
| by reference. |
PART C
VANGUARD SPECIALIZED FUNDS
OTHER INFORMATION
Item 28. Exhibits
| (a) | Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed |
| with Post-Effective Amendment No. 79 on October 15, 2013, is hereby incorporated by | |
| reference. | |
| (b) | By-Laws, are filed herewith. |
| (c) | Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the |
| Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) | |
| above. | |
| (d) | Investment Advisory Contracts, for M&G Investment Management Limited, with respect to |
| Vanguard Precious Metals and Mining Fund, filed with Post-Effective Amendment No. 75 | |
| dated May 29, 2012; for Wellington Management CompanyLLP, with respect to Vanguard | |
| Energy Fund, filed with Post-Effective Amendment No. 71 on July 30, 2010; with respect to | |
| Vanguard Health Care Fund, filed with Post-Effective Amendment No. 84 dated May 28, | |
| 2015; and with respect to Vanguard Dividend Growth Fund, filed with Post-Effective | |
| Amendment No. 86 dated May 25, 2016; are hereby incorporated by reference. The Vanguard | |
| Group, Inc., provides investment advisory services to Vanguard REIT Index Fund, Vanguard | |
| Dividend Appreciation Index Fund, and Vanguard Energy Fund at cost pursuant to the Fifth | |
| Amended and Restated Funds’ Service Agreement, refer to Exhibit (h) below. | |
| (e) | Underwriting Contracts, not applicable. |
| (f) | Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of |
| the Funds” in Part B of this Registration Statement. | |
| (g) | Custodian Agreements, for JPMorgan Chase Bank and Brown Brothers Harriman & Co., filed |
| with Post-Effective Amendment No. 88 dated May 25, 2017, are hereby incorporated by | |
| reference. | |
| (h) | Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed with |
| Post-Effective Amendment No.75 dated May 29, 2012, and Form of Authorized Participant | |
| Agreement, filed with Post-Effective Amendment No. 72 dated September 30, 2010, are | |
| hereby incorporated by reference. | |
| (i) | Legal Opinion, not applicable. |
| (j) | Other Opinions, Consent of Independent Registered Public Accounting Firm, not applicable. |
| (k) | Omitted Financial Statements, not applicable. |
| (l) | Initial Capital Agreements, not applicable. |
| (m) | Rule 12b-1 Plan, not applicable. |
| (n) | Rule 18f-3 Plan, filed with Post-Effective Amendment No. 88 dated May 25, 2017, is hereby |
| incorporated by reference. | |
| (o) | Reserved. |
| (p) | Codes of Ethics, for The Vanguard Group, Inc., filed with Post-Effective Amendment No. 84 |
| dated May 28, 2015, is hereby incorporated by reference; for Wellington Management | |
| CompanyLLPand M&G Investment Management Limited, filed with Post-Effective | |
| Amendment No. 88 dated May 25, 2017, are hereby incorporated by reference. |
Item 29. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by or under common control with any person.
C-1
Item 30. Indemnification
The Registrant’s organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustee’s or officer’s office with the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Advisers
Wellington Management CompanyLLP(Wellington Management) is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisers Act). The list required by this Item 31 of officers and partners of Wellington Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).
M&G Investment Management Limited (M&G) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of M&G, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by M&G pursuant to the Advisers Act (SEC File No. 801-21981).
The Vanguard Group, Inc. (Vanguard), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).
C-2
Item 32. Principal Underwriters
| (a) | Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of more than 190 mutual funds. |
| (b) | The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355. |
| Name | Positions and Office with Underwriter | Positions and Office with Funds |
| F. William McNabb III | Director and Chairman | Chairman and Chief Executive Officer |
| Glenn W. Reed | Director | None |
| Mortimer J. Buckley | Director and Senior Vice President | None |
| Martha G. King | Director and Senior Vice President | None |
| Chris D. McIsaac | Director and Senior Vice President | None |
| Anne E. Robinson | Director and Senior Vice President | Secretary |
| Karin Risi | Director and Managing Director | None |
| Thomas Rampulla | Director and Senior Vice President | None |
| Michael Rollings | Treasurer | None |
| Natalie Bej | Chief Compliance Officer | Chief Compliance Officer |
| Matthew Benchener | Principal | None |
| Jack Brod | Principal | None |
| James M. Delaplane Jr. | Principal | None |
| Kathleen A. Graham-Kelly | Principal | None |
| Phillip Korenman | Principal | None |
| Mike Lucci | Principal | None |
| Alba E. Martinez | Principal | None |
| Brian McCarthy | Principal | None |
| Frank Satterthwaite | Principal | None |
| Christopher Sicilia | Principal | None |
| Tammy Virnig | Principal | None |
| Salvatore L. Pantalone | Financial and Operations Principal and Treasurer | None |
| Amy M. Laursen | Financial and Operations Principal | None |
| Timothy P. Holmes | Annuity and Insurance Officer | None |
| Jeff Seglem | Annuity and Insurance Officer | None |
| Michael L. Kimmel | Assistant Secretary | None |
| Marc P. Lindsay | Assistant Secretary | None |
| Caroline Cosby | Secretary | None |
| (c) | Not applicable. |
C-3
Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Custodians, Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA 02110-1548, and JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070; and the Registrant’s investment advisors at their respective locations identified in Part B of this Registration Statement.
Item 34. Management Services
Other than as set forth in the section entitled “Management of the Funds” in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not applicable.
C-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the13th day of July, 2017.
| VANGUARD SPECIALIZED FUNDS | |
| BY: | /s/ F. William McNabb III* |
| F. William McNabb III | |
| Chairman and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
| Signature | Title | Date |
| /s/ F. William McNabb III* | Chairman and Chief Executive | July 13, 2017 |
| F. William McNabb III | Officer | |
| /s/ Emerson U. Fullwood* | Trustee | July 13, 2017 |
| Emerson U. Fullwood | ||
| /s/ Rajiv L. Gupta* | Trustee | July 13, 2017 |
| Rajiv L. Gupta | ||
| /s/ Amy Gutmann* | Trustee | July 13, 2017 |
| Amy Gutmann | ||
| /s/ JoAnn Heffernan Heisen* | Trustee | July 13, 2017 |
| JoAnn Heffernan Heisen | ||
| /s/ F. Joseph Loughrey* | Trustee | July 13, 2017 |
| F. Joseph Loughrey | ||
| /s/ Mark Loughridge* | Trustee | July 13, 2017 |
| Mark Loughridge | ||
| /s/ Scott C. Malpass* | Trustee | July 13, 2017 |
| Scott C. Malpass | ||
| /s/ André F. Perold* | Trustee | July 13, 2017 |
| André F. Perold | ||
| /s/ Peter F. Volanakis* | Trustee | July 13, 2017 |
| Peter F. Volanakis | ||
| /s/ Thomas J. Higgins* | Chief Financial Officer | July 13, 2017 |
| Thomas J. Higgins | ||
*By: /s/ Anne E. Robinson
Anne E. Robinson, pursuant to a Power of Attorney filed on October 4, 2016, see File Number 33-32548, Incorporated by Reference.
C-5
| INDEX TO EXHIBITS | ||
| By-Laws | Ex-99.B | |
C-6
