Vanguard Convertible Securities Fund (VCVSX) Inactive
Filed: 5 Jun 12, 12:00am
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| Form N-1A | |
| REGISTRATION STATEMENT (NO. 33-4424) | |
| UNDER THE SECURITIES ACT OF 1933 | [X] |
| Pre-Effective Amendment No. | [ ] |
| Post-Effective Amendment No. 49 | [X] |
| and | |
| REGISTRATION STATEMENT (NO. 811-4627) UNDER THE INVESTMENT COMPANY ACT | |
| OF 1940 | |
| Amendment No. 52 | [X] |
| VANGUARD CONVERTIBLE | |
| SECURITIES FUND | |
| (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 | |
| Heidi Stam, 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 signature page) | |
| 3. Exhibit (d) to Item 28 to the Registration Statement | |
| This Post-Effective Amendment is being filed solely to file an Advisory Agreement as | |
| Exhibit (d) to Item 28 to this Registration Statement on Form N-1A (the “Registration | |
| Statement). | |
| Part A and B of Post-Effective Amendment No. 47 to the Registration Statement filed on | |
| March 27, 2012, pursuant to Rule 485(b) under Securities Act of 1933, as amended (the | |
| “1933 Act”), as amended or supplemented to date pursuant to Rule 497 under the 1933 | |
| Act, are incorporated by reference herein. | |
PART C
VANGUARD CONVERTIBLE SECURITIES FUND
OTHER INFORMATION
Item 28. Exhibits
| (a) | Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed on March 18, 2009, Post-Effective Amendment No. 41, is hereby incorporated by reference. |
| (b) | By-Laws, filed on January 14, 2011, Post-Effective Amendment No. 44, is hereby incorporated by reference. |
| (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 Oaktree Capital Management, L.P., is filed herewith. |
| (e) | Underwriting Contracts, not applicable. |
| (f) | Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of the Fund” in Part B of this Registration Statement. |
| (g) | Custodian Agreements, for State Street Bank and Trust Company, filed on January 14, 2011, Post-Effective Amendment No. 44, is hereby incorporated by reference. |
| (h) | Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed on March 27, 2012, Post-Effective Amendment No. 47, is hereby incorporated by reference. |
| (i) | Legal Opinion, not applicable. |
| (j) | Other Opinions, Consent of Independent Registered Public Accounting Firm, filed on March 27, 2012, Post-Effective Amendment No. 47, is hereby incorporated by reference. |
| (k) | Omitted Financial Statements, not applicable. |
| (l) | Initial Capital Agreements, not applicable. |
| (m) | Rule 12b-1 Plan, not applicable. |
| (n) | Rule 18f-3 Plan, is filed herewith. |
| (o) | Reserved. |
| (p) | Codes of Ethics, for Oaktree Capital Management, L.P., filed on August 15, 2007, Post- Effective Amendment No. 38; and for The Vanguard Group, Inc., filed on January 19, 2010, Post-Effective Amendment No. 42, 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.
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.
C-1
Item 31. Business and Other Connections of Investment Adviser
Oaktree Capital Management, L.P. (Oaktree), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and partners of Oaktree, 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 Oaktree pursuant to the Advisers Act (SEC File No. 801–48923).
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 investment companies with more than 170 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 |
| 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 |
| F. William McNabb III | Chairman | Chairman and Chief Executive Officer |
| Michael S. Miller | Director and Managing Director | None |
| Glenn W. Reed | Director | None |
| George U. Sauter | Director and Senior Vice President | None |
| Heidi Stam | Director and Senior Vice President | Secretary |
| Richard D. Carpenter | Treasurer | None |
| David L. Cermak | Principal | None |
| Joseph Colaizzo | Financial and Operations Principal | None |
| Salvatore L. Pantalone | Financial and Operations Principal and Assistant | None |
| Treasurer | ||
| Michael L. Kimmel | Secretary | None |
| John C. Heywood | Principal | None |
| Jack T. Wagner | Assistant Treasurer | None |
| Jennifer M. Halliday | Assistant Treasurer | None |
| Caroline Crosby | Assistant Secretary | None |
| Joseph F. Miele | Registered Municipal Securities Principal | None |
| Jane K. Myer | Principal | None |
| Pauline C. Scalvino | Chief Compliance Officer | Chief Compliance Officer |
| Paul Atkins | Assistant Treasurer | None |
| Timothy P. Holmes | Principal | None |
| Colin M. Kelton | Principal | None |
| (c) | Not Applicable. |
C-2
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 and the rules promulgated thereunder will be maintained at the offices of Registrant; Registrant’s Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; and the Registrant’s Custodian, State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111.
Item 34. Management Services
Other than as set forth in the section entitled “Management of the Fund” 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-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant 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 the 5th day of June, 2012.
VANGUARD CONVERTIBLE SECURITIES FUND
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. WILLIAMMCNABBIII* | Chairman and Chief Executive | June5, 2012 |
| Officer | ||
| F. William McNabb | ||
| /S/ EMERSONU. FULLWOOD* | Trustee | June5, 2012 |
| Emerson U. Fullwood | ||
| /S/ RAJIVL. GUPTA* | Trustee | June5, 2012 |
| Rajiv L. Gupta | ||
| /S/ AMYGUTMANN* | Trustee | June5, 2012 |
| Amy Gutmann | ||
| /S/ JOANNHEFFERNANHEISEN* | Trustee | June5, 2012 |
| JoAnn Heffernan Heisen | ||
| /S/ F. JOSEPHLOUGHREY* | Trustee | June5, 2012 |
| F. Joseph Loughrey | ||
| /S/ MARKLOUGHRIDGE* | Trustee | June5, 2012 |
| Mark Loughridge | ||
| /S/ SCOTT C.MALPASS* | Trustee | June5, 2012 |
| Scott C. Malpass | ||
| /S/ ANDRÉF.PEROLD* | Trustee | June5, 2012 |
| André F. Perold | ||
| /S/ ALFREDM. RANKIN, JR.* | Trustee | June5, 2012 |
| Alfred M. Rankin, Jr. | ||
| /S/ PETERF. VOLANAKIS* | Trustee | June5, 2012 |
| Peter F. Volanakis | ||
| /S/ THOMASJ. HIGGINS* | Chief Financial Officer | June5, 2012 |
| Thomas J. Higgins | ||
*By:/s/ Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on March 27, 2012, see File Number 2-11444, Incorporated by Reference.
C-4
| EXHIBIT INDEX | |
| Investment Advisory Contract, Oaktree Capital Management, L.P. | Ex-99.D |
| Rule 18f-3 Plan | Ex-99.N |
C-5