SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A | |
REGISTRATION STATEMENT (NO. 33-34494) UNDER | |
THE SECURITIES ACT OF 1933 | [X] |
PRE-EFFECTIVE AMENDMENT NO. | [ ] |
POST-EFFECTIVE AMENDMENT NO. 61 | [X] |
and |
REGISTRATION STATEMENT (811-06093) UNDER THE INVESTMENT COMPANY ACT OF
1940 AMENDMENT NO. 62
[X]
VANGUARD INSTITUTIONAL INDEX 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 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 |
3) Exhibit (n) to Item 28 of the Registration Statement |
This Post-Effective Amendment is being filed solely to file the Rule 18f-3 Plan as Exhibit |
(n) to Item 28 to this Registration Statement on Form N1-A (the “Registration Statement”). |
Part A and B of Post-Effective Amendment No. 60 to the Registration Statement filed on |
April 25, 2014, pursuant to Rule 485(b) under the Securities Act of 1933, (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 INSTITUTIONAL INDEX FUNDS
OTHER INFORMATION
Item 28. Exhibits
(a) | Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed on April 29, 2010, Post-Effective Amendment No. 50, are hereby incorporated by reference. |
(b) | By-Laws, filed on April 28, 2011, Post-Effective Amendment No. 51, are 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 Contract, The Vanguard Group, Inc., provides investment advisory services to the Funds pursuant to the Management and Distribution Agreement, filed on May 26, 2011, Post-Effective Amendment No. 53, is hereby incorporated by reference. |
(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 State Street Bank and Trust Company, filed on April 28, 2011, Post- Effective Amendment No. 51, and for Brown Brothers Harriman & Co., filed on April 25, 2014, Post-Effective Amendment No. 60, are hereby incorporated by reference. |
(h) | Other Material Contracts, Shareholder Services Agreement, filed on May 26, 2011, Post- Effective Amendment No. 53, is hereby incorporated by reference. |
(i) | Legal Opinion, not applicable. |
(j) | Other Opinions, Consent of Independent Registered Public Accounting Firm, filed on April 25, 2014, Post-Effective Amendment No. 60, 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) | Code of Ethics, for The Vanguard Group, Inc., filed on April 29, 2010, Post-Effective Amendment No. 50, 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.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Adviser
The Vanguard Group, Inc. (Vanguard), 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 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, in incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).
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 |
F. William McNabb III | Director | Chairman and Chief Executive Officer |
Michael S. Miller | Director and Managing Director | None |
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 |
Heidi Stam | Director and Senior Vice President | Secretary |
Paul A. Heller | Director and Senior Vice President | None |
Natalie Bej | Chief Compliance Officer | Chief Compliance Officer |
Jack Brod | Principal | None |
Kathryn Himsworth | Principal | None |
Brian Gallary | Principal | None |
John C. Heywood | Principal | None |
Timothy P. Holmes | Principal | None |
Sarah Houston | Principal | None |
Colin M. Kelton | Principal | None |
Mike Lucci | Principal | None |
Brian McCarthy | Principal | None |
Jane K. Myer | Principal | None |
Tammy Vernig | Principal | None |
Salvatore L. Pantalone | Financial and Operations Principal and Treasurer | None |
Joseph Colaizzo | Financial and Operations Principal | None |
Frank Satterthwaite | Principal | None |
Jack T. Wagner | Principal | None |
Michael L. Kimmel | Assistant Secretary | None |
Caroline Cosby | Secretary | None |
(c) Not applicable.
Item 33. Location of Accounts and Records
The books, accounts, and other documents required 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 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, State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111, and Brown Brothers Harriman & Co., 40 Water Street, Boston, MA 02109; and the Registrant’s investment advisor at the location identified in the Statement of Additional Information.
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
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 30th day of April, 2014.
VANGUARD INSTITUTIONAL INDEX 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. WILLIAMMCNABBIII* | Chairman and Chief | April 30, 2014 |
Executive Officer | ||
F. William McNabb | ||
/S/ EMERSONU. FULLWOOD* | Trustee | April 30, 2014 |
Emerson U. Fullwood | ||
/S/ RAJIVL. GUPTA* | Trustee | April 30, 2014 |
Rajiv L. Gupta | ||
/S/ AMYGUTMANN* | Trustee | April 30, 2014 |
Amy Gutmann | ||
/S/ JOANNHEFFERNANHEISEN* | Trustee | April 30, 2014 |
JoAnn Heffernan Heisen | ||
/S/ F. JOSEPHLOUGHREY* | Trustee | April 30, 2014 |
F. Joseph Loughrey | ||
/S/ MARK LOUGHRIDGE* | Trustee | April 30, 2014 |
Mark Loughridge | ||
/S/ SCOTT C. MALPASS* | Trusee | April 30, 2014 |
Scott C. Malpass | ||
/S/ ANDRÉF.PEROLD* | Trustee | April 30, 2014 |
André F. Perold | ||
/S/ ALFREDM. RANKIN, JR.* | Trustee | April 30, 2014 |
Alfred M. Rankin, Jr. | ||
/S/ PETERF. VOLANAKIS* | Trustee | April 30, 2014 |
Peter F. Volanakis | ||
/S/ THOMASJ. HIGGINS* | Chief Financial Officer | April 30, 2014 |
Thomas J. Higgins |
*By:/s/ Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filedon April 22, 2014, see File Number 2-17620,Incorporated by Reference.
INDEX TO EXHIBITS
Rule 18f-3 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ex-99.N