SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT (NO. 33-32216) UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 54
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
Amendment No. 57
VANGUARD VARIABLE INSURANCE 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
Heidi Stam, Esquire
P.O. Box 876
Valley Forge, PA 19482
| It is proposed that this filing will become effective (check appropriate box) |
| [X]immediately upon filing pursuant to paragraph (b) |
| [ ]on (date) pursuant to paragraph (b) |
| [ ]60 days after filing pursuant to paragraph (a)(1) |
| [ ]on (date) pursuant to paragraph (a)(1) |
| [ ]75 days after filing pursuant to paragraph (a)(2) |
| [ ]on (date) pursuant to paragraph (a)(2) of rule 485 |
| If appropriate, check the following box: |
| [ ]This post-effective amendment designates a new effective date for a previously filed |
| post-effective amendment. |
PART C
VANGUARD VARIABLE INSURANCE FUNDS
OTHER INFORMATION
Item 28. Exhibits
| (a) | Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, |
| filed on April 28, 2009, Post-Effective Amendment No. 48, is hereby incorporated by | |
| reference. | |
| (b) | By-Laws, filed on October 7, 2010, Post-Effective Amendment No. 51 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 Granahan Investment Management, Inc., Barrow, |
| Hanley, Mewhinney & Strauss, LLC, PRIMECAP Management Company, and Wellington | |
| Management Company,LLP(for the Balanced and High Yield Bond Portfolios), filed on | |
| April 27, 2007, Post-Effective Amendment No. 45; for M&G Investment Management | |
| Limited, filed on February 26, 2008, Post-Effective Amendment No. 46; for Wellington | |
| Management Company,LLP(with respect to the Equity Income Portfolio), filed on April 28, | |
| 2009, Post-Effective Amendment No. 48; for William Blair & Company, L.L.C., filed on April | |
| 28, 2010, Post-Effective Amendment No. 50; for Wellington Management Company,LLP | |
| and Delaware Management Company are hereby incorporated by reference;for Baillie | |
| Gifford Overseas Ltd., Schroder Investment Management North America, Inc. (with sub- | |
| advisory agreement for Schroder Investment Management North America Limited), filed | |
| herewith.The Vanguard Group, Inc., provides investment advisory services to the Fund | |
| pursuant to the 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 Fund” in Part B of this Registration Statement. | |
| (g) | Custodian Agreements for Brown Brothers Harriman & Co. and JP Morgan Chase Bank, |
| filed on February 25, 2010, Post-Effective Amendment No. 49, are hereby incorporated | |
| by reference. For the Bank of New York Mellon, filed on April 28, 2010, Post-Effective | |
| Amendment No. 50, is hereby incorporated by reference. For JPMorgan Chase, filed on | |
| October 7, 2010, Post-Effective Amendment No. 51 is hereby incorporated by reference. For | |
| State Street Bank and Trust Company, filed on December 6, 2010, Post-Effective | |
| Amendment No. 52 is hereby incorporated by reference. | |
| (h) | Other Material Contracts, the Fifth Amended and Restated Funds’ Service Agreement, |
| filed on February 25, 2010, Post-Effective Amendment No. 49, is hereby incorporated by | |
| reference. | |
| (i) | Legal Opinion, not applicable. |
| (j) | Other Opinions, Consent of Independent Registered Public Accounting Firm,filed on |
| April 29, 2011, Post-Effective Amendment No. 53, 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, filed on December 6, 2010, Post-Effective Amendment No. 52 is hereby |
| incorporated by reference. | |
| (o) | Reserved. |
| (p) | Codes of Ethics, for Granahan Investment Management, Inc., filed on February 23, 2006, |
| Post-Effective Amendment No. 43; for Baillie Gifford Overseas Ltd., Barrow, Hanley, | |
| Mewhinney & Strauss, LLC, M&G Investment Management Limited, and William Blair & | |
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Company L.L.C., filed on February 26, 2008, Post-Effective Amendment No. 46; for PRIMECAP Management Company, filed on April 28, 2009, Post-Effective Amendment No. 48; for The Vanguard Group, Inc., Schroder Investment Management North America, Inc. and Schroder Investment Management North America Limited, filed on February 25, 2010, Post-Effective Amendment No. 49, are incorporated by reference. For Wellington Management Company,LLPand Delaware Management Company, filed on December 6, 2010, Post-Effective Amendment No. 52 is 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.
Item 31. Business and Other Connections of Investment Adviser
Investment advisory services are provided to theEquity Income,Equity Index,Mid-Cap Index,
Money Market,REIT Index,Short-Term Investment-Grade,Small Company Growth,Total Bond Market Index, and Total Stock Market IndexPortfolios by The Vanguard Group, Inc. (Vanguard). Vanguard is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisors Act). The list required by this Item31of 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 Schedules B and D of Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).
Investment advisory services are provided to theBalanced,Equity Income,Growth Portfolio,andHigh Yield Bond Portfoliosby Wellington Management Company,LLP(Wellington). Wellington is an investment adviser registered under the Advisers Act. The list required by this Item31of officers and partners of Wellington, 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 Schedules B and D of Form ADV filed by Wellington pursuant to the Advisers Act (SEC File No. 801-15908).
Investment advisory services are provided to theCapital Growth Portfolioby PRIMECAP Management Company (PRIMECAP). PRIMECAP is an investment adviser registered under the Advisers Act. The list required by this Item31of officers and directors of PRIMECAP, 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 Schedules B and D of Form ADV filed by PRIMECAP pursuant to the Advisers Act (SEC File No. 801-19765).
Investment advisory services are provided to theGrowth Portfolioby Delaware Management Company (d.b.a Delaware Investments), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Delaware Investments, 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
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reference to Schedules B and D of Form ADV filed by Delaware Investments pursuant to the Advisers Act (SEC File No. 801-32108).
Investment advisory services are provided to theGrowth Portfolioby William Blair & Company, L.L.C. (William Blair & Company). William Blair & Company is an investment adviser registered under the Advisers Act. The list required by this Item31of officers and directors of William Blair & Company, 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 Schedules B and D of Form ADV filed by William Blair & Company pursuant to the Advisers Act (SEC File No. 801-688).
Investment advisory services are provided to theSmall Company Growth Portfolioby Granahan Investment Management, Inc. (Granahan). Granahan is an investment adviser registered under the Advisers Act. The list required by this Item31of officers and directors of Granahan, 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 Schedules B and D of Form ADV filed by Granahan pursuant to the Advisers Act (SEC File No. 801-23705).
Investment advisory services are provided to theInternational Portfolioby Schroder Investment Management North America, Inc. (Schroder Inc.). Schroder Inc. is an investment adviser registered under the Advisers Act. The list required by this Item31of officers and directors of Schroder Inc., 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 Schedules B and D of Form ADV filed by Schroder Inc. pursuant to the Advisers Act (SEC File No. 801-15834).
Investment advisory services are provided to theInternational Portfolioby Schroder Investment Management North America, Limited. (Schroder Limited). Schroder Limited is an investment adviser registered under the Advisers Act. The list required by this Item31of officers and directors of Schroder Limited, 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 Schedules B and D of Form ADV filed by Schroder Limited pursuant to the Advisers Act (SEC File No. 801-37163).
Investment advisory services are provided to theInternational Portfolioby Baillie Gifford Overseas Limited (Baillie Gifford). Baillie Gifford is an investment adviser registered under the Advisers Act. The list required by this Item31of officers and directors of Baillie Gifford, 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 Schedules B and D of Form ADV filed by Baillie Gifford pursuant to the Advisers Act (SEC File No. 801-21051).
Investment advisory services are provided to theInternational Portfolioby M&G Investment Management Limited (M&G). M&G is an investment advisor registered under the Advisers Act. This 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 subs tanta il nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Schedules B and D of Form ADV filed by M&G pursuant to the Advisers Act (SEC File No. 801-21981).
Investment advisory services are provided to theDiversified Value Portfolioby Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley). Barrow, Hanley is an investment adviser registered under the Advisers Act. The list required by this Item31of officers and directors of Barrow, Hanley, 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 Schedules B and D of Form ADV filed by Barrow, Hanley pursuant to the Advisers Act (SEC File No. 801-31237).
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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 37 investment companies with more than 170 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 |
| R. Gregory Barton | Director and Senior Vice President | None |
| Mortimer J. Buckley | 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 Treasurer | None |
| Michael L. Kimmel | Secretary | None |
| Sean P. Hagerty | Principal | None |
| John C. Heywood | Principal | None |
| Steve Holman | Principal | None |
| Jack T. Wagner | Assistant Treasurer | None |
| Jennifer M. Halliday | Assistant Treasurer | None |
| Deborah McCracken | Assistant Secretary | None |
| Joseph F. Miele | Registered Municipal Securities Principal | None |
| Scott M. Bishop | Registered Municipal Securities Principal | None |
| Bradley J. Sacco | Registered Municipal Securities Principal | None |
| Jane K. Myer | Principal | None |
| Pauline C. Scalvino | Chief Compliance Officer | Chief Compliance Officer |
| Matthew Woldin | AIS Administrative Services Officer | None |
| Paul Atkins | Assistant Treasurer | None |
| Timothy P. Holmes | Principal | None |
| Colin M. Kelton | Principal | None |
| (c) | Not applicable. |
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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 Custodians, Brown Brothers Harriman & Co., 40 Water Street, Boston, MA 02109-3661; Bank of New York Mellon, One Wall Street, New York, NY 10286; JP Morgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070; and State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111.
Item 34. Management Services
Other than as set forth in the section entitled “Management of the Fund” in Part B of this Registrant Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets all requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and 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 the 3rd day of May, 2011.
VANGUARD VARIABLE INSURANCE 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 | May3, 2011 |
| Officer | ||
| F. William McNabb III | ||
| /s/ Emerson U. Fullwood* | Trustee | May3, 2011 |
| Emerson U. Fullwood | ||
| /s/ Rajiv L. Gupta* | Trustee | May3, 2011 |
| Rajiv L. Gupta | ||
| /s/ Amy Gutmann* | Trustee | May3, 2011 |
| Amy Gutmann | ||
| /s/ JoAnn Heffernan Heisen* | Trustee | May3, 2011 |
| JoAnn Heffernan Heisen | ||
| /s/ F. Joseph Loughrey* | Trustee | May3, 2011 |
| F. Joseph Loughrey | ||
| /s/ André F. Perold* | Trustee | May3, 2011 |
| André F. Perold | ||
| /s/ Alfred M. Rankin, Jr.* | Trustee | May3, 2011 |
| Alfred M. Rankin, Jr. | ||
| /s/ Peter F. Volanakis* | Trustee | May3, 2011 |
| Peter F. Volanakis | ||
| /s/ Thomas J. Higgins* | Chief Financial Officer | May3, 2011 |
| Thomas J. Higgins | ||
*By:/s/ Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on April 26, 2010, see File Number 33-53683, Incorporated by Reference.
| INDEX TO EXHIBITS | |
| Investment Advisory Contracts, Baillie Gifford Overseas Ltd | Ex-99.D |
| Investment Advisory Contracts, Schroder Investment Management North America | Ex-99.D |
