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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO. 2-17620) UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 79
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 79
VANGUARD WORLD 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
R. GREGORY BARTON, ESQUIRE
P.O. BOX 876
VALLEY FORGE, PA 19482
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE:
ON APRIL 28, 2000, PURSUANT TO PARAGRAPH (B) OF RULE 485.
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[SHIP]
[THE VANGUARD GROUP LOGO]
VANGUARD(R) CALVERT SOCIAL INDEX (TM) FUND
SUPPLEMENT TO THE PROSPECTUS
DATED APRIL 28, 2000
SUBSCRIPTION PERIOD
Vanguard Calvert Social Index Fund is holding a subscription period from May 8
through May 31, 2000. During this period, the Fund will invest in money market
securities rather than follow its normal investment policies. This strategy
should allow the Fund to accumulate assets sufficient to purchase most stocks in
the Calvert Social Index on a single day (May 31, 2000), and is expected to
significantly reduce initial trading costs.
During the subscription period, you may instruct Vanguard in writing to
exchange assets into the Fund from a different Vanguard account. Assets to be
exchanged will remain in the originating account until the close of the
subscription period (May 31, 2000). VANGUARD WILL COMPLETE YOUR EXCHANGE ONLY IF
THERE ARE SUFFICIENT ASSETS IN THE ORIGINATING ACCOUNT ON MAY 31 TO MEET THE
FUND'S MINIMUM INITIAL INVESTMENT REQUIREMENT OF $3,000 FOR THE INVESTOR CLASS
($1,000 FOR IRAS AND UGMA/UTMA ACCOUNTS) OR $10 MILLION FOR THE INSTITUTIONAL
CLASS.
(C) 2000 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor. XXXX-05/08/2000
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VANGUARD(R) CALVERT SOCIAL INDEX (TM) FUND
PROSPECTUS
APRIL 28, 2000
This is the Fund's initial
prospectus, so it contains
no performance data.
[A MEMBER OF
THE VANGUARD GROUP LOGO]
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VANGUARD(R) CALVERT SOCIAL INDEX(TM) FUND
Prospectus
April 28, 2000
A Stock Index Mutual Fund
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CONTENTS
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1 FUND PROFILE 11 SHARE PRICE
2 ADDITIONAL INFORMATION 12 INVESTING WITH VANGUARD
3 AN INTRODUCTION TO INDEX FUNDS 12 SERVICES AND ACCOUNT FEATURES
4 A WORD ABOUT RISK 13 TYPES OF ACCOUNTS
4 WHO SHOULD INVEST 14 BUYING SHARES
5 PRIMARY INVESTMENT STRATEGIES 16 REDEEMING SHARES
8 THE FUND AND VANGUARD 19 TRANSFERRING REGISTRATION
9 INVESTMENT ADVISER 20 FUND AND ACCOUNT UPDATES
10 DIVIDENDS, CAPITAL GAINS, AND TAXES GLOSSARY (inside back cover)
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WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the objective, risks, and strategies of Vanguard
Calvert Social Index Fund. To highlight terms and concepts important to mutual
fund investors, we have provided "Plain Talk(R)" explanations along the way.
Reading the prospectus will help you to decide whether the Fund is the right
investment for you. We suggest that you keep it for future reference.
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IMPORTANT NOTE
Vanguard Calvert Social Index Fund offers two separate classes of shares:
Investor and Institutional. Investor Shares, which have an investment minimum of
$3,000 ($1,000) for IRAs), are offered by two separate prospectuses. This
prospectus is intended for individual investors and institutional clients. There
is also a prospectus for participants in employer-sponsored retirement plans,
which you can obtain by calling Vanguard at 1-800-523-1188.
Institutional Shares have an investment minimum of $10 million and generally do
not require special employee benefit plan services. Institutional Shares are
offered by another prospectus, which you can obtain by calling Vanguard's
Institutional Investor Group at 1-800-523-1036.
The Fund's separate share classes have different expenses; as a result their
investment performances will vary. UNLESS OTHERWISE NOTED, ALL REFERENCES IN
THIS PROSPECTUS TO FEES, EXPENSES, AND INVESTMENT PERFORMANCE RELATE
SPECIFICALLY TO INVESTOR SHARES.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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1
FUND PROFILE
The following profile summarizes key features of Vanguard Calvert Social Index
Fund.
INVESTMENT OBJECTIVE
The Fund seeks to track the performance of a benchmark index that measures the
investment return of large- and mid-capitalization stocks.
INVESTMENT STRATEGIES
The Fund employs a passive management strategy designed to track the performance
of the Calvert Social Index. The Index is composed of large- and mid-cap stocks
that have been screened for certain social and environmental criteria by the
Index sponsor, which is independent of Vanguard. The Fund attempts to replicate
the Index by investing all or substantially all of its assets in the stocks that
comprise the Index. For a description of the Fund's replication technique,
please see "Indexing Methods" under PRIMARY INVESTMENT STRATEGIES.
PRIMARY RISKS
THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. The Fund is also subject to:
- - Investment style risk, which is the chance that returns from large- and
mid-cap stocks generally, or from stocks included in the Calvert Social
Index specifically, will trail returns from other asset classes or the
overall stock market.
- - Nondiversification risk, which is the chance that the Fund's performance
may be hurt disproportionately by the poor performance of relatively few
securities. The Fund is considered nondiversified, which means that it may
invest a greater percentage of its assets in the securities of particular
issuers as compared with other mutual funds.
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PLAIN TALK ABOUT
FUND EXPENSES
All mutual funds have operating expenses. These expenses, which are deducted
from a fund's gross income, are expressed as a percentage of the net assets of
the fund. We expect Vanguard Calvert Social Index Fund's expense ratio for the
current fiscal year to be 0.25%, or $2.50 per $1,000 of average net assets.
Management expenses, which are one part of operating expenses, include
investment advisory fees as well as other costs of managing a fund--such as
account maintenance, reporting, accounting, legal, and other administrative
expenses.
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PERFORMANCE/RISK INFORMATION
The Fund began operations on May 8, 2000, so performance information (including
annual total returns and average annual total returns)for a full calendar year
is not yet available.
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2
FEES AND EXPENSES
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon estimated amounts for the current fiscal year.
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases: None
Sales Charge (Load) Imposed on Reinvested Dividends: None
Redemption Fee: None
Exchange Fee: None
Account Maintenance Fee (for accounts under $10,000) $10/year*
ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
Fund's assets)
Management Expenses: 0.21%
12b-1 Distribution Fee: None
Other Expenses: 0.04%
TOTAL ANNUAL FUND OPERATING EXPENSES: 0.25%
* Vanguard will deduct an account maintenance fee from your
annual distribution of the Fund's dividends. If your
distribution is less than the fee, fractional shares will
be automatically redeemed to make up the difference.
The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical expenses that you would incur over one-year and three-year periods
if you invest $10,000 in the Fund. This example assumes that the Fund provides a
return of 5% a year, and that operating expenses match our estimates for the
Fund's first year of operations. The results apply whether or not you redeem
your investment at the end of each period.
------------------------
1 YEAR 3 YEARS
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$26 $80
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THIS EXAMPLE SHOULD NOT BE CONSIDERED TO REPRESENT ACTUAL EXPENSES OR
PERFORMANCE FOR THE FUTURE. ACTUAL FUTURE EXPENSES MAY BE HIGHER OR LOWER THAN
THOSE SHOWN.
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ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS NEWSPAPER ABBREVIATION
Distributed annually in December CalSoc
INVESTMENT ADVISERS VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa., 213
since inception
CUSIP NUMBER
INCEPTION DATE 921910303
May 8, 2000
SUITABLE FOR IRAS
Yes
MINIMUM INITIAL INVESTMENT
$3,000; $1,000 for IRAs and custodial accounts
for minors
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3
AN INTRODUCTION TO INDEX FUNDS
WHAT IS INDEXING?
An index is an unmanaged group of securities whose overall performance is used
as a standard to measure the investment performance of a particular market. An
index (or "passively managed") fund tries to track, as closely as possible, the
performance of an established target index. The fund does this by holding all,
or a representative sample, of the securities that comprise the index.
Stock index funds may seek to track indexes that hold a certain type of
stock--such as growth or value, small-cap or large-cap, or those from just one
industry--or they may seek to track indexes that consist of a broader range of
stocks--for example the entire U.S. stock market.
Index funds do not have active managers, who buy and sell securities based
on research and analysis in an attempt to outperform a particular benchmark or
the market as a whole. Rather, index funds simply attempt to mirror what the
target index does, for better or worse.
WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
- - Variety of investments. Vanguard index funds generally invest in a wide
variety of companies and industries.
- - Relative consistency. Because they seek to track market benchmarks, index
funds by definition will not perform dramatically better or worse than
their target indexes.
- - Low cost. Index funds do not have many of the expenses of an actively
managed fund, in addition, they keep trading activity--and thus brokerage
commissions--to a minimum.
- - Low realization of capital gains. Because an index fund typically sells
securities only to respond to redemption requests or to adjust its holdings
to reflect a change in its target index, the fund's turnover rate--and thus
its realization of taxable capital gains--is usually much lower than the
average mutual fund.
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PLAIN TALK ABOUT
THE COSTS OF INVESTING
Costs are an important consideration in choosing a mutual fund. That's because
you, as a shareholder, pay the costs of operating a fund, plus any transaction
costs associated with the fund's buying and selling of securities. These costs
can erode a substantial portion of the gross income or capital appreciation a
fund achieves. Even seemingly small differences in expenses can, over time, have
a dramatic effect on a fund's performance.
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KEEP IN MIND THAT AN INDEX FUND HAS OPERATING EXPENSES AND TRANSACTION COSTS; A
MARKET INDEX DOES NOT. THEREFORE, AN INDEX FUND--WHILE EXPECTED TO TRACK ITS
TARGET INDEX AS CLOSELY AS POSSIBLE--WILL TYPICALLY BE UNABLE TO MATCH THE
PERFORMANCE OF THE INDEX EXACTLY.
<PAGE>
4
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A WORD ABOUT RISK
This prospectus describes risks you would face as an investor in Vanguard
Calvert Social Index Fund. It is important to keep in mind one of the main
axioms of investing: The higher the risk of losing money, the higher the
potential reward. The reverse, also, is generally true: The lower the risk, the
lower the potential reward. As you consider an investment in the Fund, you
should also take into account your personal tolerance for the daily fluctuations
of the stock market.
Look for this [FLAG] symbol throughout the prospectus. It is used to mark
detailed information about each type of risk that you would confront as a
shareholder of the Fund.
================================================================================
WHO SHOULD INVEST
The Fund may be a suitable investment for you if:
- - You wish to add a fund that invests in large- and mid-capitalization stocks
to your existing holdings, which could include other stock investments as
well as bond, money market, and tax-exempt investments.
- - You seek growth of capital over the long term--at least five years.
- - You want a fund that considers social and environmental issues as part of
its investment program.
Some investors try to profit from a strategy called market-timing--switching
money into investments when they expect prices to rise, and taking money out
when they expect prices to fall. As money is shifted in and out, a fund incurs
expenses for buying and selling securities. These costs are borne by all fund
shareholders, including the long-term investors who do not generate the costs.
This is why all Vanguard funds have adopted special policies to discourage
short-term trading. Specifically:
- - Each Vanguard fund reserves the right to reject any purchase
request--including exchanges from other Vanguard funds--that it regards as
disruptive to efficient portfolio management. The fund may reject a
purchase request because of the timing of the investment or because of a
history of excessive trading by the investor.
- - Each Vanguard fund (except the money market funds) limits the number of
times that an investor can exchange into and out of the fund.
- - Each Vanguard fund reserves the right to stop offering shares at any time.
- - Vanguard's U.S. Stock Index Funds, International Stock Index Funds, REIT
Index Fund, Balanced Index Fund, and Growth and Income Fund generally do
NOT accept exchanges by telephone or fax, or online. (IRAs and other
retirement accounts are not subject to this rule.)
- - Certain Vanguard funds charge transaction fees on purchases and/or
redemptions of their shares.
See the INVESTING WITH VANGUARD section of this prospectus for further details
on Vanguard's transaction policies.
THE VANGUARD FUNDS DO NOT PERMIT MARKET-TIMING. DO NOT INVEST WITH VANGUARD
IF YOU ARE A MARKET-TIMER.
<PAGE>
5
PRIMARY INVESTMENT STRATEGIES
This section explains the strategies that the investment adviser uses in pursuit
of the Fund's investment objective. It also explains how the adviser implements
these strategies. In addition, this section discusses important risks faced by
investors in the Fund. The Board of Trustees oversees the management of the
Fund, and may change the investment strategies in the interest of shareholders.
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PLAIN TALK ABOUT
CALVERT SOCIAL INDEX
The Calvert Social Index is maintained by the Calvert Group of Bethesda,
Maryland, a leading organization in the world of social investing. Calvert
selects stocks from approximately 1,000 of the largest companies in the United
States by evaluating each company's performance in the following categories:
environmental; labor relations; product safety; animal welfare; military
weapons; community relations; human rights; and the rights of indigenous
peoples. Included in the Index are companies (a) with programs focused on
reducing overall environmental impact; (b) with good labor relations records,
including those with strong diversity programs; (c) that produce healthy and
safe products and services; (d) that have reduced their use of animal testing;
(e) that are responsible citizens in their communities; and (f) that have
adopted human rights standards.
Excluded from the Index are companies that, in Calvert's opinion: (a) have poor
environmental records, (including those with significant compliance and waste
management problems); (b) significantly engage in nuclear power; (c) have a
record of employment discrimination; (d) provide unsafe workplaces; (e) are
primarily engaged in tobacco, alcohol, firearms, or gambling; (f) abuse animals
through methods of factory farming; (g) are primarily engaged in weapons
contracting; (h) directly contribute to human rights violations worldwide; and
(i) are significantly engaged in a pattern or practice of violating the rights
of indigenous peoples.
For further information about the Calvert Social Index, please visit Calvert's
website, at www.calvert.com or contact Calvert at 1-800-368-2745.
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MARKET EXPOSURE
[FLAG] THE FUND IS SUBJECT TO STOCK MARKET RISK, WHICH IS THE CHANCE THAT STOCK
PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS. STOCK MARKETS
TEND TO MOVE IN CYCLES, WITH PERIODS OF RISING PRICES AND PERIODS OF
FALLING PRICES.
To illustrate the volatility of stock prices, the following table shows the
best, worst, and average total returns for the U.S. stock market over various
periods as measured by the Standard & Poor's 500 Index, a widely used barometer
of market activity. (Total returns consist of dividend income plus change in
market price.) Note that the returns shown do not include the costs of buying
and selling stocks or other expenses that a real-world investment portfolio
would incur. Note, also, that the gap between best and worst tends to narrow
over the long term.
<PAGE>
6
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U.S. STOCK MARKET RETURNS (1926-1999)
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1 YEAR 5 YEARS 10 YEARS 20 YEARS
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Best 54.2% 28.6% 19.9% 17.9%
Worst -43.1 -12.4 -0.9 3.1
Average 13.2 11.0 11.1 11.1
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The table covers all of the 1-, 5-, 10-, and 20-year periods from 1926
through 1999. You can see, for example, that while the average return on common
stocks for all of the 5-year periods was 11.0%, returns for individual 5-year
periods ranged from a -12.4% average (from 1928 through 1932) to 28.6% (from
1995 through 1999). These average returns reflect past performance on common
stocks; you should not regard them as an indication of future returns from
either the stock market as a whole or this Fund in particular.
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PLAIN TALK ABOUT
LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS
Stocks of publicly traded companies--and mutual funds that hold these
stocks--can be classified by the companies' market value, or capitalization.
Market capitalization changes over time, and there is no "official" definition
of the boundaries of large-, mid-, and small-cap stocks. Vanguard generally
defines large-capitalization (large-cap) funds as those holding stocks of
companies whose outstanding shares have a market value exceeding $12 billion;
mid-cap funds as those holding stocks of companies with a market value between
$1 billion and $12 billion; and small-cap funds as those typically holding
stocks of companies with a market value of less than $1 billion. Vanguard
periodically reassesses these classifications.
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[FLAG] THE FUND IS ALSO SUBJECT TO INVESTMENT STYLE RISK, WHICH IS THE CHANCE
THAT RETURNS FROM LARGE- AND MID-CAPITALIZATION STOCKS WILL TRAIL RETURNS
FROM OTHER ASSET CLASSES OR THE OVERALL STOCK MARKET. EACH TYPE OF STOCK
TENDS TO GO THROUGH CYCLES OF DOING BETTER--OR WORSE--THAN COMMON STOCKS IN
GENERAL. THESE PERIODS HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL
YEARS.
[FLAG] BECAUSE THE FUND IS NONDIVERSIFIED (WHICH MEANS IT MAY INVEST A GREATER
PERCENTAGE OF ITS ASSETS IN THE SECURITIES OF FEWER ISSUERS AS COMPARED
WITH OTHER MUTUAL FUNDS), THE FUND IS SUBJECT TO THE RISK THAT ITS
PERFORMANCE MAY BE HURT DISPROPORTIONATELY BY THE POOR PERFORMANCE OF
RELATIVELY FEW SECURITIES.
SECURITY SELECTION
The Fund seeks to provide investment results that correspond to the Calvert
Social Index. The correlation between the performance of the Fund and the Index
is expected to be at least 95%, (a correlation of 100% would indicate perfect
correlation). Keep in mind that the social screening policies employed by the
Index may result in economic sector weightings that are significantly different
from those of the overall market. For example, as of May 1, 2000 technology
stocks represented .% of the Calvert Social Index, while that sector represented
.% of the Russell 1000 Index. In addition, as of the same date, stocks within
the integrated oils sector represented .% of the Calvert Social Index, while
that sector represented .% of the Russell 1000 Index.
<PAGE>
7
INDEXING METHODS
In seeking to track a particular index, a fund generally uses one of two methods
to select the securities in which it invests.
REPLICATION METHOD. Many stock funds--but not bond funds--use the
replication method of indexing. This means that a fund holds each security found
in its target index in about the same proportions as represented in the index
itself. For example, if 5% of the S&P 500 Index were made up of the stock of a
specific company, a fund tracking that index would invest about 5% of its assets
in that company. For bond funds, replication is an inefficient and costly method
of indexing, since there is no liquid market for many of the corporate and
agency bonds typically found in a broad bond index. Vanguard Calvert Social
Index Fund uses the replication method of indexing to invest in stocks.
STRAIGHT SAMPLING METHOD. Funds tracking large indexes sometimes use a
"straight sampling" technique. Using sophisticated computer programs, a fund
selects, from the target index, a representative sample of securities that will
resemble the full target index in terms of key risk factors.
TURNOVER RATE
Generally, a passively managed fund sells securities only to respond to
redemption requests or to adjust the number of shares held to reflect a change
in the fund's target index.
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PLAIN TALK ABOUT
TURNOVER RATE
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs could affect the fund's future
returns. In general, the greater the volume of buying and selling by the fund,
the greater the impact that brokerage commissions and other transaction costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate capital gains that must be distributed to shareholders as income
subject to taxes. As of March 31,2000, the average turnover rate for all
passively managed domestic equity index funds investing in common stocks is
roughly 19%; for all domestic stock funds, the average turnover rate is
approximately 89%, according to Morningstar, Inc. (A turnover rate of 100% would
occur, for example, if a fund sold and replaced securities valued at 100% of its
net asset within a one-year period.)
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ACCOUNT MAINTENANCE FEE
Vanguard assesses an account maintenance fee on index fund shareholders whose
account balances are below $10,000 (for any reason, including a decline in the
value of a Fund's shares) on the date a dividend is distributed. This fee is
intended to allocate the costs of maintaining accounts more equitably among
shareholders. The account maintenance fee is $10 per year, deducted from the
annual dividend, which usually is distributed during the last two weeks of the
calendar year. If the fee is deducted from your dividend distribution, you will
still be taxed on the full amount of your dividend (unless you hold your shares
through a nontaxable account). If you are due a dividend that is less than the
fee, fractional shares will be automatically redeemed to make up the difference.
This fee cannot be prepaid.
OTHER INVESTMENT POLICIES AND RISKS
The Fund reserves the right to substitute a different index for the Calvert
Social Index if the Calvert Social Index is discontinued, or for any other
reason determined in good faith by the
<PAGE>
8
Fund's Board of Trustees. In such instance, the substitute index will measure
the same general market as the current index.
The Fund may invest in foreign securities to the extent necessary to carry
out its investment strategy of holding all of the stocks that comprise the index
it tracks.
To match its target index as closely as possible, the Fund attempts to
remain fully invested in stocks. The Fund intends to invest at least 95% of its
total assets in the stocks of the Index. To help stay fully invested, and to
reduce transaction costs, the Fund may invest, to a limited extent, in stock
index futures and options contracts, warrants, convertible securities, and swap
agreements, which are types of derivatives. These investments will not be
screened based on social or environmental criteria.
Losses (or gains) involving futures can sometimes be substantial--in part
because a relatively small price movement in a futures contract may result in an
immediate and substantial loss (or gain) for the Fund. Similar risks exist for
warrants (securities that permit their owners to purchase a specific number of
stock shares at a predetermined price), convertible securities (securities that
may be exchanged for another asset), and swap agreements (contracts in which
each party agrees to make payments to the other based on the return of a
specified index or asset).
For this reason, the Fund will not use futures, options, warrants,
convertible securities, or swap agreements for speculative purposes or as
leveraged investments that magnify the gains or losses of an investment.
The Fund's obligation to purchase securities under futures contracts will
not exceed 20% of its total assets.
The reasons for which the Fund will invest in futures and options are:
- - To keep cash on hand to meet shareholder redemptions or other needs while
simulating full investment in stocks.
- - To reduce the Fund's transaction costs or add value when these instruments
are favorably priced.
Although index funds, by their nature, tend to be tax-efficient investment
vehicles, the Fund generally is managed without regard to tax ramifications.
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PLAIN TALK ABOUT
DERIVATIVES
A derivative is a financial contract whose value is based on (or "derived" from)
a traditional security (such as a stock or a bond), an asset (such as a
commodity like gold), or a market index (such as the S&P 500 Index). Futures and
options are derivatives that have been trading on regulated exchanges for more
than two decades. These "traditional" derivatives are standardized contracts
that can easily be bought and sold, and whose market values are determined and
published daily. It is these characteristics that differentiate futures and
options from the relatively new types of derivatives. If used for speculation or
as leveraged investments, derivatives can carry considerable risks.
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THE FUND AND VANGUARD
The Fund is a member of The Vanguard Group, a family of more than 35 investment
companies with more than 100 funds holding assets worth more than $540 billion.
All of the Vanguard funds share in the expenses associated with business
operations, such as personnel, office space, equipment, and advertising.
<PAGE>
9
Vanguard also provides marketing services to the funds. Although
shareholders do not pay sales commissions or 12b-1 distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.
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PLAIN TALK ABOUT
VANGUARD'S UNIQUE CORPORATE STRUCTURE
The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by for-profit management companies that may
be owned by one person, by a group of individuals, or by investors who own the
management company's stock. By contrast, Vanguard provides its services on an
"at cost" basis, and the funds' expense ratios reflect only these costs. No
separate management company reaps profits or absorbs losses from operating the
funds.
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INVESTMENT ADVISER
The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1975, serves as the Fund's adviser through its Quantitative Equity Group. As of
December 31, 1999, Vanguard served as adviser for about $371.4 billion in
assets. Vanguard manages the Fund on an at-cost basis, subject to the control of
the Trustees and officers of the Fund.
The Fund has authorized Vanguard to choose brokers or dealers to handle the
purchase and sale of securities for the Fund, and to get the best available
price and most favorable execution from these brokers with respect to all
transactions. Also, the Fund may direct the adviser to use a particular broker
for certain transactions in exchange for commission rebates or research services
provided to the Fund.
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PLAIN TALK ABOUT
THE FUND'S ADVISER
The individual primarily responsible for overseeing the Fund's investments is:
GEORGE U. SAUTER, Managing Director of Vanguard, and head of Vanguard's
Quantitative Equity Group; has worked in investment management since 1985;
primary responsibility for Vanguard's stock indexing policy and strategy since
joining the company in 1987; has served as the Fund's portfolio manager since
inception; A.B., Dartmouth College; M.B.A., University of Chicago.
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<PAGE>
10
DIVIDENDS, CAPITAL GAINS, AND TAXES
FUND DISTRIBUTIONS
The Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses), as well as any capital gains realized from the
sale of its holdings. Distributions generally occur in December. You can receive
distributions of income dividends or capital gains in cash, or you can have them
automatically reinvested in more shares of the Fund.
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PLAIN TALK ABOUT
DISTRIBUTIONS
As a shareholder, you are entitled to your share of the fund's income from
interest and dividends, and gains from the sale of investments. You receive such
earnings as either an income dividend or a capital gains distribution. Income
dividends come from both the dividends that the fund earns from its holdings and
the interest it receives from its money market and bond investments. Capital
gains are realized whenever the fund sells securities for higher prices than it
paid for them. These capital gains are either short-term or long-term, depending
on whether the fund held the securities for one year or less, or more than one
year.
- --------------------------------------------------------------------------------
BASIC TAX POINTS
Vanguard will send you a statement each year showing the tax status of all your
distributions. In addition, taxable investors should be aware of the following
basic tax points:
- - Distributions are taxable to you for federal income tax purposes whether or
not you reinvest these amounts in additional Fund shares.
- - Distributions declared in December--if paid to you by the end of
January--are taxable for federal income tax purposes as if received in
December.
- - Any dividends and short-term capital gains that you receive are taxable to
you as ordinary income for federal income tax purposes.
- - Any distributions of net long-term capital gains are taxable to you as
long-term capital gains for federal income tax purposes, no matter how long
you've owned shares in the Fund.
- - Capital gains distributions may vary considerably from year to year as a
result of the Fund's normal investment activities and cash flows.
- - A sale or exchange of Fund shares is a taxable event. This means that you
may have a capital gain to report as income, or a capital loss to report as
a deduction, when you complete your federal income tax return.
- - Dividend and capital gains distributions that you receive, as well as your
gains or losses from any sale or exchange of Fund shares, may be subject to
state and local income taxes.
GENERAL INFORMATION
BACKUP WITHHOLDING. By law, Vanguard must withhold 31% of any taxable
distributions or redemptions from your account if you do not:
- - provide us with your correct taxpayer identification number;
- - certify that the taxpayer identification number is correct; and
- - confirm that you are not subject to backup withholding.
Similarly, Vanguard must withhold from your account if the IRS instructs us to
do so.
FOREIGN INVESTORS. The Vanguard funds generally do not offer their shares for
sale outside of the United States. Foreign investors should be aware that U.S.
withholding and estate taxes may apply to any investments in Vanguard funds.
INVALID ADDRESSES. If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest all future distributions until you provide us with a valid mailing
address.
TAX CONSEQUENCES. This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax adviser for detailed information about
a fund's tax consequences for you.
<PAGE>
11
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
"BUYING A DIVIDEND"
Unless you are investing through a tax-deferred retirement account (such as an
IRA), it is not to your advantage to buy shares of a fund shortly before it
makes a distribution, because doing so can cost you money in taxes. This is
known as "buying a dividend." For example: on December 15, you invest $5,000,
buying 250 shares for $20 each. If the fund pays a distribution of $1 per share
on December 16, its share price would drop to $19 (not counting market change).
You still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250
shares x $1 = $250 in distributions), but you owe tax on the $250 distribution
you received--even if you reinvest it in more shares. To avoid "buying a
dividend," check a fund's distribution schedule before you invest.
- --------------------------------------------------------------------------------
SHARE PRICE
The Fund's share price, called its net asset value, or NAV, is calculated each
business day after the close of regular trading on the New York Stock Exchange
(the NAV is not calculated on holidays or other days when the Exchange is
closed). The Fund computes a separate net asset value for each of its share
classes. This is done by adding up the total value of the Fund's investments and
other assets attributed to each share class, subtracting any of its liabilities
(debts) attributed to each share class; and then dividing by the number of Fund
shares outstanding for each share class.
NET ASSET VALUE = TOTAL ASSETS - LIABILITIES
-------------------------------
NUMBER OF SHARES OUTSTANDING
Knowing the daily net asset value is useful to you as a shareholder because it
indicates the current value of your investment. The Fund's NAV, multiplied by
the number of shares you own, gives you the dollar amount you would have
received had you sold all of your shares back to the Fund that day.
A NOTE ON PRICING: The Fund's investments will be priced at their market
value when market quotations are readily available. When these quotations are
not readily available, investments will be priced at their fair value,
calculated according to procedures adopted by the Fund's Board of Trustees.
The Fund's share price can be found daily in the mutual fund listings of
most major newspapers under the heading "Vanguard Index Funds." Different
newspapers use different abbreviations of the Fund's name, but the most common
is CalSoc.
"Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc., and have been licensed
for use by The Vanguard Group.
<PAGE>
12
- --------------------------------------------------------------------------------
INVESTING WITH VANGUARD
Are you looking for the most convenient way to open or add money to a Vanguard
account? Obtain instant access to fund information? Establish an account for a
minor child or for your retirement savings?
Vanguard can help. Our goal is to make it easy and pleasant for you to do
business with us.
The following sections of the prospectus briefly explain the many services
we offer. Booklets providing detailed information are available on the services
marked with a [BOOKLET]. Please call us to request copies.
- --------------------------------------------------------------------------------
SERVICES AND ACCOUNT FEATURES
Vanguard offers many services that make it convenient to buy, sell, or exchange
shares, or to obtain fund or account information.
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically set up for this Fund unless you notify us otherwise.
- --------------------------------------------------------------------------------
VANGUARD(R) DIRECT DEPOSIT SERVICE [BOOKLET]
Automatic method for depositing your paycheck or U.S. government payment
(including Social Security and government pension checks) into your account.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOKLET]
Automatic method for moving a fixed amount of money from one Vanguard fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOKLET]
Electronic method for buying or selling shares. You can transfer money between
your Vanguard fund account and an account at your bank, savings and loan, or
credit union on a systematic schedule.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(TM) [BOOKLET]
Electronic method for transferring dividend and/or capital gains distributions
directly from your Vanguard fund account to your bank, savings and loan, or
credit union account.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD)[BOOKLET]
Toll-free 24-hour access to Vanguard fund and account information--as well as
some transactions--by using any touch-tone phone. Tele-Account provides total
return, share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution); and allows you to sell or exchange shares to and from most
Vanguard funds.
- --------------------------------------------------------------------------------
www.vanguard.com [COMPUTER]
You can use your personal computer to perform certain transactions for most
Vanguard funds by accessing our website. To establish this service, you must
register through our website. We will then mail you an account access password
that allows you to process the following financial and administrative
transactions online:
- - Open a new account.*
- - Buy, sell, or exchange shares of most funds.
- - Change your name/address.
<PAGE>
13
- - Add/change fund options (including dividend options, Vanguard Fund Express,
bank instructions, checkwriting, and Vanguard Automatic Exchange Service).
(Some restrictions may apply.) Please call our Client Services Department
for assistance.
*Only current Vanguard shareholders can open a new account online, by exchanging
shares from other existing Vanguard accounts.
- --------------------------------------------------------------------------------
INVESTOR INFORMATION DEPARTMENT: 1-800-662-7447 (SHIP) TEXT TELEPHONE:
1-800-952-3335
Call Vanguard for information on our funds, fund services, and retirement
accounts, and to request literature.
- --------------------------------------------------------------------------------
CLIENT SERVICES DEPARTMENT: 1-800-662-2739 (CREW) TEXT TELEPHONE: 1-800-749-7273
Call Vanguard for information on your account, account transactions, and account
statements.
- --------------------------------------------------------------------------------
SERVICES FOR CLIENTS OF VANGUARD'S INSTITUTIONAL DIVISION: 1-888-809-8102
Vanguard's Institutional Division offers a variety of specialized services for
large institutional investors, including the ability to effect account
transactions through private electronic networks and third-party recordkeepers.
- --------------------------------------------------------------------------------
TYPES OF ACCOUNTS
Individuals and institutions can establish a variety of accounts with Vanguard.
- --------------------------------------------------------------------------------
FOR ONE OR MORE PEOPLE
Open an account in the name of one (individual) or more (joint tenants) people.
- --------------------------------------------------------------------------------
FOR HOLDING PERSONAL TRUST ASSETS [COMPUTER]
Invest assets held in an existing personal trust.
- --------------------------------------------------------------------------------
FOR INDIVIDUAL RETIREMENT ACCOUNTS [COMPUTER]
Open a traditional IRA account or a Roth IRA account. Eligibility and other
requirements are established by federal law and Vanguard custodial account
agreements. For more information, please call 1-800-662-7447 (SHIP).
- --------------------------------------------------------------------------------
FOR AN ORGANIZATION [COMPUTER]
Open an account as a corporation, partnership, endowment, foundation, or other
entity.
- --------------------------------------------------------------------------------
FOR THIRD-PARTY TRUSTEE RETIREMENT INVESTMENTS
Open an account as a retirement trust or plan based on an existing corporate or
institutional plan. These accounts are established by the trustee of the
existing plan.
- --------------------------------------------------------------------------------
VANGUARD PROTOTYPE PLANS
Open a variety of retirement accounts using Vanguard prototype plans for
individuals, sole proprietorships, and small businesses. For more information,
please call 1-800-662-2003.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
A NOTE ON INVESTING WITH VANGUARD THROUGH OTHER FIRMS
You may purchase or sell Fund shares through a financial intermediary such as a
bank, broker, or investment adviser. If you invest with Vanguard through an
intermediary, please read that firm's program materials carefully to learn of
any special rules that may apply. For example, special terms may apply to
additional service features, fees, or other policies. Consult your intermediary
to determine when your order will be priced.
- --------------------------------------------------------------------------------
<PAGE>
14
BUYING SHARES
You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request. As long as your request is received before the close of
trading on the New York Stock Exchange, generally 4 p.m. Eastern time, you will
buy your shares at that day's net asset value.
- --------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$3,000 (regular account); $1,000 (traditional IRAs and Roth IRAs).
add to an existing account
$100 by mail or exchange; $1,000 by wire.
- --------------------------------------------------------------------------------
A NOTE ON LOW BALANCES
The Fund reserves the right to close any nonretirement fund account whose
balance falls below the minimum initial investment. The Fund will deduct a $10
annual fee in June if your nonretirement account balance at that time is below
$2,500. The low balance fee is waived for investors who have aggregate Vanguard
account assets of $50,000 or more.
- --------------------------------------------------------------------------------
BY MAIL TO . . .[ENVELOPE]
open a new account
Complete and sign the account registration form and enclose your check.
add to an existing account
Mail your check with an Invest-By-Mail form detached from your confirmation
statement to the address listed on the form. Please do not alter Invest-By-Mail
forms, since they are fund- and account-specific.
Make your check payable to: The Vanguard Group-213.
All purchases must be made in U.S. dollars, and checks must be drawn on U.S.
banks.
First-class mail to: Express or Registered mail to:
The Vanguard Group The Vanguard Group
P.O. Box 1110 455 Devon Park Drive
Valley Forge, PA 19482-1110 Wayne, PA 19087-1815
For clients of Vanguard's Institutional Division . . .
First-class mail to: Express or Registered mail to:
The Vanguard Group The Vanguard Group
P.O. Box 2900 455 Devon Park Drive
Valley Forge, PA 19482-2900 Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
IMPORTANT NOTE: To prevent check fraud, Vanguard will not accept checks made
payable to third parties.
- --------------------------------------------------------------------------------
BY TELEPHONE TO . . .[TELEPHONE]
open a new account
Call Vanguard Tele-Account* 24 hours a day--or Client Services during business
hours--to exchange from another Vanguard fund account with the same registration
(name, address, taxpayer identification number, and account type). (Note that
some restrictions apply to index fund accounts.)
<PAGE>
15
add to an existing account
Call Vanguard Tele-Account* 24 hours a day--or Client Services during business
hours--to exchange from another Vanguard fund account with the same registration
(name, address, taxpayer identification number, and account type). (Note that
some restrictions apply to index fund accounts.) Use Vanguard Fund Express (see
"Services and Account Features") to transfer assets from your bank account. Call
Client Services before your first use to verify that this option is available.
Vanguard Tele-Account Client Services
1-800-662-6273 1-800-662-2739
*You must obtain a Personal Identification Number (PIN) through Tele-Account at
least seven days before you request your first exchange.
- --------------------------------------------------------------------------------
IMPORTANT NOTE: Once you have initiated a telephone transaction and a
confirmation number has been assigned, the transaction cannot be revoked. We
reserve the right to refuse any purchase request.
- --------------------------------------------------------------------------------
BY WIRE TO OPEN A NEW ACCOUNT OR ADD TO AN EXISTING ACCOUNT [WIRE]
Call Client Services to arrange your wire transaction. Wire transactions to
retirement accounts are only available for asset transfers and rollovers from
other financial institutions. Individual IRA contributions will not be accepted
by wire.
Wire to:
FRB ABA 021001088
HSBC Bank USA
For credit to:
Account: 000112046
Vanguard Incoming Wire Account
In favor of:
Vanguard Calvert Social Index Fund-.
[Account number, or temporary number for a new account]
[Registered account owner(s)]
[Registered address]
- --------------------------------------------------------------------------------
You can redeem (that is, sell or exchange) shares purchased by check or Vanguard
Fund Express at any time. However, while your redemption request will be
processed at the next-determined net asset value after it is received, your
redemption proceeds will not be available until payment for your purchase is
collected, which may take up to ten calendar days.
- --------------------------------------------------------------------------------
A NOTE ON LARGE PURCHASES
It is important that you call Vanguard before you invest a large dollar amount.
It is our responsibility to consider the interests of all Fund shareholders, and
so we reserve the right to refuse any purchase that may disrupt the Fund's
operation or performance.
- --------------------------------------------------------------------------------
<PAGE>
16
REDEEMING SHARES
This section describes how you can redeem--that is, sell or exchange--the Fund's
shares.
When Selling Shares:
- - Vanguard sends the redemption proceeds to you or a designated third party.*
- - You can sell all or part of your Fund shares at any time.
*May require a signature guarantee; see footnote on page 18.
When Exchanging Shares:
- - The redemption proceeds are used to purchase shares of a different Vanguard
fund.
- - You must meet the receiving fund's minimum investment requirements.
- - Vanguard reserves the right to revise or terminate the exchange privilege,
limit the amount of an exchange, or reject an exchange at any time, without
notice.
- - In order to exchange into an account with a different registration
(including a different name, address, or taxpayer identification number),
you must include the guaranteed signatures of all current account owners on
your written instructions.
In both cases, your transaction will be based on the Fund's next-determined
share price, subject to any special rules discussed in this "Redeeming Shares"
section of the prospectus.
- --------------------------------------------------------------------------------
NOTE: Once a redemption is initiated and a confirmation number given, the
transaction CANNOT be canceled.
- --------------------------------------------------------------------------------
HOW TO REQUEST A REDEMPTION
You can request a redemption from your Fund account in any one of three ways:
online, by telephone, or by mail.
The Vanguard funds whose shares you cannot exchange online or by telephone
are VANGUARD U.S. STOCK INDEX FUNDS, VANGUARD BALANCED INDEX FUND, VANGUARD
INTERNATIONAL STOCK INDEX FUNDS, VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however, permit online and telephone exchanges
within IRAs and some other retirement accounts. If you sell shares of these
funds online, a redemption check will be mailed to your address of record.
- --------------------------------------------------------------------------------
ONLINE REQUESTS [COMPUTER]
at www.vanguard.com
You can use your personal computer to sell or exchange shares of most Vanguard
funds by accessing our website. To establish this service, you must register
through our website. We will then mail you an account access password that will
enable you to sell or exchange shares online (as well as perform other
transactions).
- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [TELEPHONE]
All Account Types Except Retirement:
Call Vanguard Tele-Account 24 hours a day--or Client Services during business
hours--to sell or exchange shares. You can exchange shares from this Fund to
open an account in another Vanguard fund or to add to an existing Vanguard fund
account with an identical registration.
Retirement Accounts:
You can exchange--but not sell--shares by calling Tele-Account or Client
Services.
Vanguard Tele-Account Client Services
1-800-662-6273 1-800-662-2739
<PAGE>
17
- --------------------------------------------------------------------------------
SPECIAL INFORMATION: We will automatically establish the telephone redemption
option for your account, unless you instruct us otherwise in writing. While
telephone redemption is easy and convenient, this account feature involves a
risk of loss from unauthorized or fraudulent transactions. Vanguard will take
reasonable precautions to protect your account from fraud. You should do the
same by keeping your account information private and immediately reviewing any
account statements that we send to you. Make sure to contact Vanguard
immediately about any transaction you believe to be unauthorized.
- --------------------------------------------------------------------------------
We reserve the right to refuse a telephone redemption if the caller is unable to
provide:
- - The ten-digit account number.
- - The name and address exactly as registered on the account.
- - The primary Social Security or employer identification number as registered
on the account.
- - The Personal Identification Number (PIN), if applicable (for instance,
Tele-Account).
Please note that Vanguard will not be responsible for any account losses
due to telephone fraud, so long as we have taken reasonable steps to verify the
caller's identity. If you wish to remove the telephone redemption feature from
your account, please notify us in writing.
- --------------------------------------------------------------------------------
A NOTE ON UNUSUAL CIRCUMSTANCES
Vanguard reserves the right to revise or terminate the telephone redemption
privilege at any time, without notice. In addition, Vanguard can stop selling
shares or postpone payment at times when the New York Stock Exchange is closed
or under any emergency circumstances as determined by the U.S. Securities and
Exchange Commission. If you experience difficulty making a telephone redemption
during periods of drastic economic or market change, you can send us your
request by regular or express mail. Follow the instructions on selling or
exchanging shares by mail in this section.
- --------------------------------------------------------------------------------
MAIL REQUESTS [ENVELOPE]
All Account Types Except Retirement:
Send a letter of instruction signed by all registered account holders. Include
the fund name and account number and (if you are selling) a dollar amount or
number of shares OR (if you are exchanging) the name of the fund you want to
exchange into and a dollar amount or number of shares. To exchange into an
account with a different registration (including a different name, address,
taxpayer identification number, or account type), you must provide Vanguard with
written instructions that include the guaranteed signatures of all current
owners of the fund from which you wish to redeem.
Vanguard Retirement Accounts:
For information on how to request distributions from:
- - Traditional IRAs and Roth IRAs--call Client Services.
- - SEP-IRAs, SIMPLE IRAs, 403(b)(7) custodial accounts, and Profit-Sharing and
Money Purchase Pension (Keogh) Plans--call Individual Retirement Plans at
1-800-662-2003.
Depending on your account registration type, additional documentation may be
required.
First-class mail to: Express or Registered mail to:
The Vanguard Group The Vanguard Group
P.O. Box 1110 455 Devon Park Drive
Valley Forge, PA 19482-1110 Wayne, PA 19087-1815
<PAGE>
18
For clients of Vanguard's Institutional Division . . .
First-class mail to: Express or Registered mail to:
The Vanguard Group The Vanguard Group
P.O. Box 2900 455 Devon Park Drive
Valley Forge, PA 19482-2900 Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
A NOTE ON LARGE REDEMPTIONS
It is important that you call Vanguard before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay delivery of your redemption proceeds--up to
seven days--if the amount may disrupt the Fund's operation or performance.
If you redeem more than $250,000 worth of fund shares within any 90-day
period, the Fund reserves the right to pay part or all of the redemption
proceeds above $250,000 in-kind, i.e., in securities, rather than in cash. If
payment is made in-kind, you may incur brokerage commissions if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------
OPTIONS FOR REDEMPTION PROCEEDS
You may receive your redemption proceeds in one of three ways: check, exchange
to another Vanguard fund, or Fund Express redemption.
- --------------------------------------------------------------------------------
CHECK REDEMPTIONS
Normally, Vanguard will mail your check within two business days of a
redemption.
- --------------------------------------------------------------------------------
EXCHANGE REDEMPTIONS
As described above, an exchange involves using the proceeds of your redemption
to purchase shares of another Vanguard fund.
- --------------------------------------------------------------------------------
FUND EXPRESS REDEMPTIONS
Vanguard will electronically transfer funds to your prelinked checking or
savings account.
- --------------------------------------------------------------------------------
FOR OUR MUTUAL PROTECTION
For your best interests and ours, Vanguard applies these additional requirements
to redemptions:
REQUEST IN "GOOD ORDER"
All redemption requests must be received by Vanguard in "good order." This means
that your request must include:
- - The Fund name and account number.
- - The amount of the transaction (in dollars or shares).
- - Signatures of all owners exactly as registered on the account (for mail
requests).
- - Signature guarantees (if required).*
- - Any supporting legal documentation that may be required.
- - Any outstanding certificates representing shares to be redeemed.
*For instance, a signature guarantee must be provided by all registered account
shareholders when redemption proceeds are to be sent to a different person or
address. A signature guarantee can be obtained from most commercial and savings
banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
TRANSACTIONS ARE PROCESSED AT THE NEXT-DETERMINED SHARE PRICE AFTER VANGUARD HAS
RECEIVED ALL REQUIRED INFORMATION.
<PAGE>
19
- --------------------------------------------------------------------------------
LIMITS ON ACCOUNT ACTIVITY
Because excessive account transactions can disrupt the management of the Fund
and increase the Fund's costs for all shareholders, Vanguard limits account
activity as follows:
- - You may make no more than TWO SUBSTANTIVE "ROUND TRIPS" THROUGH THE FUND
during any 12-month period.
- - Your round trips through the Fund must be at least 30 days apart.
- - The Fund may refuse a share purchase at any time, for any reason.
- - Vanguard may revoke an investor's telephone exchange privilege at any time,
for any reason.
A "round trip" is a redemption from the Fund followed by a purchase back
into the Fund. Also a "round trip" covers transactions accomplished by any
combination of methods, including transactions conducted by check, wire, or
exchange to/from another Vanguard fund. "Substantive" means a dollar amount that
Vanguard determines, in its sole discretion, could adversely affect the
management of the Fund.
- --------------------------------------------------------------------------------
RETURN YOUR SHARE CERTIFICATES
Any portion of your account represented by share certificates cannot be redeemed
until you return the certificates to Vanguard. Certificates must be returned
(unsigned), along with a letter requesting the sale or exchange you wish to
process, via certified mail to:
The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
ALL TRADES ARE FINAL
Vanguard will not cancel any transaction request (including any purchase or
redemption) that we believe to be authentic once the request has been initiated
and a confirmation number assigned.
- --------------------------------------------------------------------------------
UNCASHED CHECKS
Please cash your distribution or redemption checks promptly. Vanguard will not
pay interest on uncashed checks.
- --------------------------------------------------------------------------------
TRANSFERRING REGISTRATION
You can transfer the registration of your Fund shares to another owner by
completing a transfer form and sending it to Vanguard.
First-class mail to: Express or Registered mail to:
The Vanguard Group The Vanguard Group
P.O. Box 1110 455 Devon Park Drive
Valley Forge, PA 19482-1110 Wayne, PA 19087-1815
<PAGE>
20
For clients of Vanguard's Institutional Division . . .
First-class mail to: Express or Registered mail to:
The Vanguard Group The Vanguard Group
P.O. Box 2900 455 Devon Park Drive
Valley Forge, PA 19482-2900 Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
FUND AND ACCOUNT UPDATES
STATEMENTS AND REPORTS
We will send you account and tax statements to help you keep track of your Fund
account throughout the year as well as when you are preparing your income tax
returns.
In addition, you will receive financial reports about the Fund twice a
year. These comprehensive reports include an assessment of the Fund's
performance (and a comparison to its industry benchmark), an overview of the
financial markets, a report from the advisers, and the Fund's financial
statements which include a listing of the Fund's holdings.
To keep the Fund's costs as low as possible (so that you and other
shareholders can keep more of the Fund's investment earnings), Vanguard attempts
to eliminate duplicate mailings to the same address. When two or more Fund
shareholders have the same last name and address, we send just one Fund report
to that address--instead of mailing separate reports to each shareholder. If you
want us to send separate reports, notify our Client Services Department at
1-800-662-2739.
- --------------------------------------------------------------------------------
CONFIRMATION STATEMENT
Sent each time you buy, sell, or exchange shares; confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY [BOOKLET]
Mailed quarterly for most accounts; shows the market value of your account at
the close of the statement period, as well as distributions, purchases, sales,
and exchanges for the current calendar year.
- --------------------------------------------------------------------------------
FUND FINANCIAL REPORTS
Mailed in October and April for this Fund.
- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally mailed in January; report previous year's dividend and capital gains
distributions, proceeds from the sale of shares, and distributions from IRAs or
other retirement accounts.
- --------------------------------------------------------------------------------
AVERAGE COST REVIEW STATEMENT [BOOKLET]
Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average cost of shares that you redeemed during the calendar year,
using only the average cost single category method.
- --------------------------------------------------------------------------------
<PAGE>
GLOSSARY OF INVESTMENT TERMS
ACTIVE MANAGEMENT
An investment approach that seeks to exceed the average returns of the financial
markets. Active managers rely on research, market forecasts, and their own
judgment and experience in selecting securities to buy and sell.
CAPITAL GAINS DISTRIBUTION
Payment to mutual fund shareholders of gains realized on securities that a fund
has sold at a profit, minus any realized losses.
CASH RESERVES
Cash deposits, short-term bank deposits, and money market instruments which
include U.S. Treasury bills, bank certificates of deposit (CDs), repurchase
agreements, commercial paper, and banker's acceptances.
COMMON STOCK
A security representing ownership rights in a corporation. A stockholder is
entitled to share in the company's profits, some of which may be paid out as
dividends.
DIVIDEND INCOME
Payment to shareholders of income from interest or dividends generated by a
fund's investments.
EXPENSE RATIO
The percentage of a fund's average net assets used to pay its expenses. The
expense ratio includes management fees, administrative fees, and any 12b-1
distribution fees.
INDEX
An unmanaged group of securities whose overall performance is used as a standard
to measure investment performance.
INVESTMENT ADVISER
An organization that makes the day-to-day decisions regarding a fund's
investments.
MUTUAL FUND
An investment company that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.
NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities, divided by
the number of shares outstanding. The value of a single share is called its
share value or share price.
PASSIVE MANAGEMENT
A low-cost investment strategy in which a mutual fund attempts to match--rather
than outperform--a particular stock or bond market index. Also known as
indexing.
PRINCIPAL
The amount of your own money you put into an investment.
SECURITIES
Stocks, bonds, money market instruments, and interests in other investment
vehicles.
TOTAL RETURN
A percentage change, over a specified time period, in a mutual fund's net asset
value, with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.
VOLATILITY
The fluctuations in value of a mutual fund or other security. The greater a
fund's volatility, the wider the fluctuations between its high and low prices.
YIELD
Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
<PAGE>
[SHIP]
[THE VANGUARD GROUP LOGO]
Post Office Box 2600
Valley Forge, PA 19482-2600
FOR MORE INFORMATION
If you'd like more information about
Vanguard Calvert Social Index Fund,
the following documents are
available free upon request:
ANNUAL/SEMIANNUAL REPORTS TO
SHAREHOLDERS
Additional information about the
Fund's investments is available in
the Fund's annual and semiannual
reports to shareholders.
STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Fund.
The current annual and semiannual
reports and the SAI are incorporated
by reference into (and are thus
legally a part of) this prospectus.
To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Fund or other
Vanguard funds, please contact us
as follows:
THE VANGUARD GROUP
INVESTOR INFORMATION
DEPARTMENT
P.O. BOX 2600
VALLEY FORGE, PA
19482-2600
TELEPHONE: 1-800-662-7447 (SHIP)
TEXT TELEPHONE: 1-800-952-3335
WORLD WIDE WEB:
WWW.VANGUARD.COM
If you are a current Fund shareholder
and would like information about
your account, account transactions,
and/or account statements,
please call:
CLIENT SERVICES DEPARTMENT
TELEPHONE:
1-800-662-2739 (CREW)
TEXT TELEPHONE:
1-800-749-7273
INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or
by writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC 20549-0102.
Fund's Investment Company Act file
number: 811-1027
(C) 2000 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation,
Distributor.
P213N-042000
<PAGE>
VANGUARD(R) CALVERT SOCIAL INDEX(TM) FUND
Participant Prospectus
April 28, 2000
This is the Fund's initial
prospectus, so it contains
no performance data.
[A MEMBER OF
THE VANGUARD GROUP LOGO]
<PAGE>
VANGUARD CALVERT SOCIAL INDEX FUND
Participant Prospectus
April 28, 2000
A Stock Index Mutual Fund
- --------------------------------------------------------------------------------
CONTENTS
- --------------------------------------------------------------------------------
1 FUND PROFILE 9 INVESTMENT ADVISER
2 ADDITIONAL INFORMATION 9 DIVIDENDS, CAPITAL GAINS, AND TAXES
3 AN INTRODUCTION TO INDEX FUNDS 10 SHARE PRICE
4 A WORD ABOUT RISK 11 INVESTING WITH VANGUARD
4 WHO SHOULD INVEST 12 ACCESSING FUND INFORMATION BY COMPUTER
5 PRIMARY INVESTMENT STRATEGIES GLOSSARY (inside back cover)
8 THE FUND AND VANGUARD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the objective, risks, and strategies of Vanguard
Calvert Social Index Fund. To highlight terms and concepts important to mutual
fund investors, we have provided "Plain Talk/(R)/" explanations along the way.
Reading the prospectus will help you to decide whether the Fund is the right
investment for you. We suggest that you keep it for future reference.
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IMPORTANT NOTE
Vanguard Calvert Social Index Fund offers two separate classes of shares:
Investor and Institutional. This prospectus offers the Fund's Investor Shares to
participants in employer-sponsored retirement or savings plans. Please call
Vanguard to obtain separate prospectuses that offer:
- - Investor Shares for private investors ($3,000 minimum [$1,000 for
IRAs])--1-800-662-7447.
- - Institutional Shares for very large investors ($10 million
minimum)--1-800-523-1036.
The Fund's separate share classes have different expenses; as a result,
their investment performances will vary. UNLESS OTHERWISE NOTED, ALL REFERENCES
IN THIS PROSPECTUS TO FEES, EXPENSES, AND INVESTMENT PERFORMANCE RELATE
SPECIFICALLY TO INVESTOR SHARES.
- -------------------------------------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
1
FUND PROFILE
The following profile summarizes key features of Vanguard Calvert Social Index
Fund.
INVESTMENT OBJECTIVE
The Fund seeks to track the performance of a benchmark index that measures the
investment return of large- and mid-capitalization stocks.
INVESTMENT STRATEGIES
The Fund employs a passive management strategy designed to track the performance
of the Calvert Social Index. The Index is composed of large- and mid-cap stocks
that have been screened for certain social and environmental criteria by the
Index sponsor, which is independent of Vanguard. The Fund attempts to replicate
the Index by investing all or substantially all of its assets in the stocks that
comprise the Index. For a description of the Fund's replication technique,
please see "Indexing Methods" under PRIMARY INVESTMENT STRATEGIES.
PRIMARY RISKS
THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. The Fund is also subject to:
- - Investment style risk, which is the chance that returns from large- and
mid-cap stocks generally, or from stocks included in the Calvert Social
Index specifically, will trail returns from other asset classes or the
overall stock market.
- - Nondiversification risk, which is the chance that the Fund's performance
may be hurt disproportionately by the poor performance of relatively few
securities. The Fund is considered nondiversified, which means that it may
invest a greater percentage of its assets in the securities of particular
issuers as compared with other mutual funds.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
FUND EXPENSES
All mutual funds have operating expenses. These expenses, which are deducted
from a fund's gross income, are expressed as a percentage of the net assets of
the fund. We expect Vanguard Calvert Social Index Fund's expense ratio for the
current fiscal year to be 0.25%, or $2.50 per $1,000 of average net assets.
Management expenses, which are one part of operating expenses, include
investment advisory fees as well as other costs of managing a fund--such as
account maintenance, reporting, accounting, legal, and other administrative
expenses.
- --------------------------------------------------------------------------------
PERFORMANCE/RISK INFORMATION
The Fund began operations on May 8, 2000, so performance information (including
annual total returns and average annual total returns) for a full calendar year
is not yet available.
<PAGE>
2
FEES AND EXPENSES
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon estimated amounts for the current fiscal year. The Fund has no
operating history, and actual operating expenses could be different.
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases: None
Sales Charge (Load) Imposed on Reinvested Dividends: None
Redemption Fee: None
Exchange Fee: None
ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
Fund's assets)
Management Expenses: 0.21%
12b-1 Distribution Fee: None
Other Expenses: 0.04%
TOTAL ANNUAL FUND OPERATING EXPENSES: 0.25%
The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical expenses that you would incur over one-year and three-year periods
if you invest $10,000 in the Fund. This example assumes that the Fund provides a
return of 5% a year, and that operating expenses match our estimates for the
Fund's first year of operations. The results apply whether or not you redeem
your investment at the end of each period.
------------------------
1 YEAR 3 YEARS
------------------------
$26 $80
------------------------
THIS EXAMPLE SHOULD NOT BE CONSIDERED TO REPRESENT ACTUAL EXPENSES OR
PERFORMANCE FOR THE FUTURE. ACTUAL FUTURE EXPENSES MAY BE HIGHER OR LOWER THAN
THOSE SHOWN.
- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS NEWSPAPER ABBREVIATION
Distributed annually in December CalSoc
INVESTMENT ADVISERS VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa., 213
since inception
CUSIP NUMBER
INCEPTION DATE 921910303
May 8, 2000
- --------------------------------------------------------------------------------
<PAGE>
3
AN INTRODUCTION TO INDEX FUNDS
WHAT IS INDEXING?
An index is an unmanaged group of securities whose overall performance is used
as a standard to measure the investment performance of a particular market. An
index (or "passively managed") fund tries to track, as closely as possible, the
performance of an established target index. The fund does this by holding all,
or a representative sample, of the securities that comprise the index.
Stock index funds may seek to track indexes that hold a certain type of
stock--such as growth or value, small-cap or large-cap, or those from just one
industry--or they may seek to track indexes that consist of a broader range of
stocks--for example the entire U.S. stock market.
Index funds do not have active managers, who buy and sell securities based
on research and analysis in an attempt to outperform a particular benchmark or
the market as a whole. Rather, index funds simply attempt to mirror what the
target index does, for better or worse.
WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
- - Variety of investments. Vanguard index funds generally invest in a wide
variety of companies and industries.
- - Relative consistency. Because they seek to track market benchmarks, index
funds by definition will not perform dramatically better or worse than
their target indexes.
- - Low cost. Index funds do not have many of the expenses of an actively
managed fund, in addition, they keep trading activity--and thus brokerage
commissions--to a minimum.
- - Low realization of capital gains. Because an index fund typically sells
securities only to respond to redemption requests or to adjust its holdings
to reflect a change in its target index, the fund's turnover rate--and thus
its realization of taxable capital gains--is usually much lower than the
average mutual fund.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
THE COSTS OF INVESTING
Costs are an important consideration in choosing a mutual fund. That's because
you, as a shareholder, pay the costs of operating a fund, plus any transaction
costs associated with the fund's buying and selling of securities. These costs
can erode a substantial portion of the gross income or capital appreciation a
fund achieves. Even seemingly small differences in expenses can, over time, have
a dramatic effect on a fund's performance.
- --------------------------------------------------------------------------------
KEEP IN MIND THAT AN INDEX FUND HAS OPERATING EXPENSES AND TRANSACTION
COSTS; A MARKET INDEX DOES NOT. THEREFORE, AN INDEX FUND--WHILE EXPECTED TO
TRACK ITS TARGET INDEX AS CLOSELY AS POSSIBLE--WILL TYPICALLY BE UNABLE TO MATCH
THE PERFORMANCE OF THE INDEX EXACTLY.
<PAGE>
4
================================================================================
A WORD ABOUT RISK
This prospectus describes risks you would face as an investor in Vanguard
Calvert Social Index Fund. It is important to keep in mind one of the main
axioms of investing: The higher the risk of losing money, the higher the
potential reward. The reverse, also, is generally true: The lower the risk, the
lower the potential reward. As you consider an investment in the Fund, you
should also take into account your personal tolerance for the daily fluctuations
of the stock market.
Look for this [FLAG] symbol throughout the prospectus. It is used to mark
detailed information about each type of risk that you would confront as a
shareholder of the Fund.
================================================================================
WHO SHOULD INVEST
The Fund may be a suitable investment for you if:
- - You wish to add a fund that invests in large- and mid-capitalization stocks
to your existing holdings, which could include other stock investments as
well as bond, money market, and tax-exempt investments.
- - You seek growth of capital over the long term--at least five years.
- - You want a fund that considers social and environmental issues as part of
its investment program.
Some investors try to profit from a strategy called market-timing--switching
money into investments when they expect prices to rise, and taking money out
when they expect prices to fall. As money is shifted in and out, a fund incurs
expenses for buying and selling securities. These costs are borne by all fund
shareholders, including the long-term investors who do not generate the costs.
This is why all Vanguard funds have adopted special policies to discourage
short-term trading. Specifically:
- - Each Vanguard fund reserves the right to reject any purchase
request--including exchanges from other Vanguard funds--that it regards as
disruptive to efficient portfolio management. The fund may reject a
purchase request because of the timing of the investment or because of a
history of excessive trading by the investor.
- - Each Vanguard fund (except the money market funds) limits the number of
times that an investor can exchange into and out of the fund.
- - Each Vanguard fund reserves the right to stop offering shares at any time.
- - Vanguard's U.S. Stock Index Funds, International Stock Index Funds, REIT
Index Fund, Balanced Index Fund, and Growth and Income Fund generally do
NOT accept exchanges by telephone or fax, or online. (IRAs and other
retirement accounts are not subject to this rule.)
- - Certain Vanguard funds charge transaction fees on purchases and/or
redemptions of their shares.
See the INVESTING WITH VANGUARD section of this prospectus for further details
on Vanguard's transaction policies.
THE VANGUARD FUNDS DO NOT PERMIT MARKET-TIMING. DO NOT INVEST WITH VANGUARD
IF YOU ARE A MARKET-TIMER.
<PAGE>
5
PRIMARY INVESTMENT STRATEGIES
This section explains the strategies that the investment adviser uses in pursuit
of the Fund's investment objective. It also explains how the adviser implements
these strategies. In addition, this section discusses important risks faced by
investors in the Fund. The Board of Trustees oversees the management of the
Fund, and may change the investment strategies in the interest of shareholders.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
CALVERT SOCIAL INDEX
The Calvert Social Index is maintained by the Calvert Group of Bethesda,
Maryland, a leading organization in the world of social investing. Calvert
selects stocks from approximately 1,000 of the largest companies in the United
States by evaluating each company's performance in the following categories:
environmental; labor-relations; product safety; animal welfare; military
weapons; community relations; human rights; and the rights of indigenous
peoples. Included in the Index are companies (a) with programs focused on
reducing overall environmental impact; (b) with good labor relations records,
including those with strong diversity programs; (c) that produce healthy and
safe products and services; (d) that have reduced their use of animal testing;
(e) that are responsible citizens in their communities; and (f) that have
adopted human rights standards.
Excluded from the Index are companies that, in Calvert's opinion: (a) have poor
environmental records, (including those with significant compliance and waste
management problems); (b) significantly engage in nuclear power; (c) have a
record of employment discrimination; (d) provide unsafe workplaces; (e) are
primarily engaged in tobacco, alcohol, firearms, or gambling; (f) abuse animals
through methods of factory farming; (g) are primarily engaged in weapons
contracting; (h) directly contribute to human rights violations worldwide; and
(i) are significantly engaged in a pattern or practice of violating the rights
of indigenous peoples.
For further information about the Calvert Social Index, please visit Calvert's
website, at www.calvert.com or contact Calvert at 1-800-368-2745.
- --------------------------------------------------------------------------------
MARKET EXPOSURE
[FLAG]THE FUND IS SUBJECT TO STOCK MARKET RISK, WHICH IS THE CHANCE THAT STOCK
PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS. STOCK MARKETS
TEND TO MOVE IN CYCLES, WITH PERIODS OF RISING PRICES AND PERIODS OF
FALLING PRICES.
To illustrate the volatility of stock prices, the following table shows the
best, worst, and average total returns for the U.S. stock market over various
periods as measured by the Standard & Poor's 500 Index, a widely used barometer
of market activity. (Total returns consist of dividend income plus change in
market price.) Note that the returns shown do not include the costs of buying
and selling stocks or other expenses that a real-world invest- ment portfolio
would incur. Note, also, that the gap between best and worst tends to narrow
over the long term.
<PAGE>
6
- --------------------------------------------------------------------------------
U.S. STOCK MARKET RETURNS (1926-1999)
- --------------------------------------------------------------------------------
1 YEAR 5 YEARS 10 YEARS 20 YEARS
- --------------------------------------------------------------------------------
Best 54.2% 28.6% 19.9% 17.9%
Worst -43.1 -12.4 -0.9 3.1
Average 13.2 11.0 11.1 11.1
- --------------------------------------------------------------------------------
The table covers all of the 1-, 5-, 10-, and 20-year periods from 1926
through 1999. You can see, for example, that while the average return on common
stocks, for all of the 5-year periods was 11.0%, returns for individual 5-year
periods ranged from a -12.4% average (from 1928 through 1932) to 28.6% (from
1995 through 1999). These average returns reflect past performance on common
stocks; you should not regard them as an indication of future returns from
either the stock market as a whole or this Fund in particular.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS
Stocks of publicly traded companies--and mutual funds that hold these
stocks--can be classified by the companies' market value, or capitalization.
Market capitalization changes over time, and there is no "official" definition
of the boundaries of large-, mid-, and small-cap stocks. Vanguard generally
defines large-capitalization (large-cap) funds as those holding stocks of
companies whose outstanding shares have a market value exceeding $12 billion;
mid-cap funds as those holding stocks of companies with a market value between
$1 billion and $12 billion; and small-cap funds as those typically holding
stocks of companies with a market value of less than $1 billion. Vanguard
periodically reassesses these classifications.
- --------------------------------------------------------------------------------
[FLAG] THE FUND IS ALSO SUBJECT TO INVESTMENT STYLE RISK, WHICH IS THE CHANCE
THAT RETURNS FROM LARGE- AND MID-CAPITALIZATION STOCKS WILL TRAIL RETURNS
FROM OTHER ASSET CLASSES OR THE OVERALL STOCK MARKET. EACH TYPE OF STOCK
TENDS TO GO THROUGH CYCLES OF DOING BETTER--OR WORSE--THAN COMMON STOCKS IN
GENERAL. THESE PERIODS HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL
YEARS.
[FLAG] BECAUSE THE FUND IS NONDIVERSIFIED (WHICH MEANS IT MAY INVEST A GREATER
PERCENTAGE OF ITS ASSETS IN THE SECURITIES OF FEWER ISSUERS AS COMPARED
WITH OTHER MUTUAL FUNDS), THE FUND IS SUBJECT TO THE RISK THAT ITS
PERFORMANCE MAY BE HURT DISPROPORTIONATELY BY THE POOR PERFORMANCE OF
RELATIVELY FEW SECURITIES.
<PAGE>
7
SECURITY SELECTION
The Fund seeks to provide investment results that correspond to the Calvert
Social Index. The correlation between the performance of the Fund and the Index
is expected to be at least 95%, (a correlation of 100% would indicate perfect
correlation). Keep in mind that the social screening policies employed by the
Index may result in economic sector weightings that are significantly different
from those of the overall market. For example, as of May 1, 2000 technology
stocks represented .% of the Calvert Social Index, while that sector represented
.% of the Russell 1000 Index. In addition, as of the same date, stocks within
the integrated oils sector represented .% of the Calvert Social Index, while
that sector represented .% of the Russell 1000 Index.
INDEXING METHODS
In seeking to track a particular index, a fund generally uses one of two methods
to select the securities in which it invests.
REPLICATION METHOD. Many stock funds--but not bond funds--use the
replication method of indexing. This means that a fund holds each security found
in its target index in about the same proportions as represented in the index
itself. For example, if 5% of the S&P 500 Index were made up of the stock of a
specific company, a fund tracking that index would invest about 5% of its assets
in that company. For bond funds, replication is an inefficient and costly method
of indexing, since there is no liquid market for many of the corporate and
agency bonds typically found in a broad bond index. Vanguard Calvert Social
Index Fund uses the replication method of indexing to invest in stocks.
STRAIGHT SAMPLING METHOD. Because it would be very expensive and
inefficient to buy and sell all securities held in certain indexes (the Wilshire
5000 Index, for example, includes more than 7,000 stocks), funds tracking these
larger indexes sometimes use a "straight sampling" technique. Using
sophisticated computer programs, a fund selects, from the target index, a
representative sample of securities that will resemble the full target index in
terms of key risk factors. For stock funds, these key risk factors include
industry weightings, country weightings, market capitalization, and other
financial characteristices of stocks.
Vanguard Calvert Social Index Fund uses the replication method of indexing
to invest in stocks.
TURNOVER RATE
Generally, a passively managed fund sells securities only to respond to
redemption requests or to adjust the number of shares held to reflect a change
in the fund's target index.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
TURNOVER RATE
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs could affect the fund's future
returns. In general, the greater the volume of buying and selling by the fund,
the greater the impact that brokerage commissions and other transaction costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate capital gains that must be distributed to shareholders as income
subject to taxes. As of March 31,2000, The average turnover rate for all
passively managed domestic equity index funds investing in common stocks is
roughly 19%; for all domestic stock funds, the average turnover rate is
approximately 89%, according to Morningstar, Inc.(A turnover rate of 100% would
occur, for example, if a fund sold and replaced securities valued at 100% of its
net assets without a one-year period.)
- --------------------------------------------------------------------------------
OTHER INVESTMENT POLICIES AND RISKS
The Fund reserves the right to substitute a different index for the Calvert
Social Index if the Calvert Social Index is discontinued or for any other reason
determined in good faith by the Fund's Board of Trustees. In such instance, the
substitute index will measure the same general market as the current index.
The Fund may invest in foreign securities to the extent necessary to carry
out its investment strategy of holding all of the stocks that comprise the index
it tracks.
To match its target index as closely as possible, the Fund attempts to
remain fully invested in stocks. The Fund intends to invest at least 95% of its
total assets in the stocks of the Index. To help stay fully invested, and to
reduce transaction costs, the Fund may invest, to a limited extent, in stock
index futures and options contracts, warrants, convert-
<PAGE>
8
ible securities, and swap agreements, which are types of derivatives. These
investments will not be screened based on social or environmental criteria.
Losses (or gains) involving futures can sometimes be substantial--in part
because a relatively small price movement in a futures contract may result in an
immediate and substantial loss (or gain) for the Fund. Similar risks exist for
warrants (securities that permit their owners to purchase a specific number of
stock shares at a predetermined price), convertible securities (securities that
may be exchanged for another asset), and swap agreements (contracts in which
each party agrees to make payments to the other based on the return of a
specified index or asset).
For this reason, the Fund will not use futures, options, warrants,
convertible securities, or swap agreements for speculative purposes or as
leveraged investments that magnify the gains or losses of an investment.
The Fund's obligation to purchase securities under futures contracts will
not exceed 20% of its total assets.
The reasons for which the Fund will invest in futures and options are:
- - To keep cash on hand to meet shareholder redemptions or other needs while
simulating full investment in stocks.
- - To reduce the Fund's transaction costs or add value when these instruments
are favorably priced.
Although index funds, by their nature, tend to be tax-efficient investment
vehicles, the Fund generally is managed without regard to tax ramifications.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
DERIVATIVES
A derivative is a financial contract whose value is based on (or "derived" from)
a traditional security (such as a stock or a bond), an asset (such as a
commodity like gold), or a market index (such as the S&P 500 Index). Futures and
options are derivatives that have been trading on regulated exchanges for more
than two decades. These "traditional" derivatives are standardized contracts
that can easily be bought and sold, and whose market values are determined and
published daily. It is these characteristics that differentiate futures and
options from the relatively new types of derivatives. If used for speculation or
as leveraged investments, derivatives can carry considerable risks.
- --------------------------------------------------------------------------------
THE FUND AND VANGUARD
The Fund is a member of The Vanguard Group, a family of more than 35 investment
companies with more than 100 funds holding assets worth more than $550 billion.
All of the Vanguard funds share in the expenses associated with business
operations, such as personnel, office space, equipment, and advertising.
Vanguard also provides marketing services to the funds. Although
shareholders do not pay sales commissions or 12b-1 distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.
<PAGE>
9
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
VANGUARD'S UNIQUE CORPORATE STRUCTURE
The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by for-profit management companies that may
be owned by one person, by a group of individuals, or by investors who own the
management company's stock. By contrast, Vanguard provides its services on an
"at-cost" basis, and the funds' expense ratios reflect only these costs. No
separate management company reaps profits or absorbs losses from operating the
funds.
- --------------------------------------------------------------------------------
INVESTMENT ADVISER
The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1975, serves as the Fund's adviser through its Quantitative Equity Group. As of
December 31, 1999, Vanguard served as adviser for about $371.4 billion in
assets. Vanguard manages the fund on an at-cost basis, subject to the control of
the Trustees and officers of the Fund.
The Fund has authorized Vanguard to choose brokers or dealers to handle the
purchase and sale of securities for the Fund, and to get the best available
price and most favorable execution from these brokers with respect to all
transactions. Also, the Fund may direct the adviser to use a particular broker
for certain transactions in exchange for commission rebates or research services
provided to the Fund.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
THE FUND'S ADVISER
The individual primarily responsible for overseeing the Fund's investments is:
GEORGE U. SAUTER, Managing Director of Vanguard, and head of Vanguard's
Quantitative Equity Group; has worked in investment management since 1985;
primary responsibility for Vanguard's stock indexing policy and strategy since
joining the company in 1987; has served as the Fund's portfolio manager since
inception; A.B., Dartmouth College; M.B.A., University of Chicago.
- --------------------------------------------------------------------------------
DIVIDENDS, CAPITAL GAINS, AND TAXES
The Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses), as well as any capital gains realized from the
sale of its holdings. Distributions generally occur in December.
Your dividend and capital gains distributions will be reinvested in
additional Fund shares and accumulate on a tax-deferred basis if you are
investing through an employer-sponsored retirement or savings plan. You will not
owe taxes on these distributions until you begin withdrawals from the plan. You
should consult your plan administrator, your plan's Summary Plan Description, or
your tax adviser about the tax consequences of plan withdrawals.
<PAGE>
10
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
DISTRIBUTIONS
As a shareholder, you are entitled to your share of the fund's income from
interest and dividends, and gains from the sale of investments. You receive such
earnings as either an income dividend or a capital gains distribution. Income
dividends come from both the dividends that the fund earns from its holdings and
the interest it receives from its money market and bond investments. Capital
gains are realized whenever the fund sells securities for higher prices than it
paid for them. These capital gains are either short-term or long-term, depending
on whether the fund held the securities for one year or less, or more than one
year.
- --------------------------------------------------------------------------------
SHARE PRICE
The Fund's share price, called its net asset value, or NAV, is calculated each
business day after the close of regular trading on the New York Stock Exchange
(the NAV is not calculated on holidays or other days when the Exchange is
closed). The Fund computes a separate net asset value for each of its share
classes. This is done by adding up the total value of the Fund's investments and
other assets attributed to each share class; subtracting any of its liabilities
(debts) attributed to each share class and then dividing by the number of Fund
shares outstanding for each share class.
NET ASSET VALUE = TOTAL ASSETS - LIABILITIES
-------------------------------
NUMBER OF SHARES OUTSTANDING
Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the number of shares you own, gives you the dollar amount you would have
received had you sold all of your shares back to the Fund that day.
A NOTE ON PRICING: The Fund's investments will be priced at their market
value when market quotations are readily available. When these quotations are
not readily available, investments will be priced at their fair value,
calculated according to procedures adopted by the Fund's Board of Trustees.
The Fund's share price can be found daily in the mutual fund listings of
most major newspapers under the heading "Vanguard Index Funds." Different
newspapers use different abbreviations of the Fund's name, but the most common
is CalSoc.
"Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc., and have been licensed
for use by The Vanguard Group.
<PAGE>
11
INVESTING WITH VANGUARD
The Fund is an investment option in your retirement or savings plan. Your plan
administrator or your employee benefits office can provide you with detailed
information on how to participate in your plan and how to elect the Fund as an
investment option.
- - If you have any questions about the Fund or Vanguard, including those about
the Fund's investment objective, strategies, or risks, contact Vanguard's
Participant Access Center, toll-free, at 1-800-523-1188.
- - If you have questions about your account, contact your plan administrator
or the organization that provides recordkeeping services for your plan.
INVESTMENT OPTIONS AND ALLOCATIONS
Your plan's specific provisions may allow you to change your investment
selections, the amount of your contributions, or how your contributions are
allocated among the investment choices available to you. Contact your plan
administrator or employee benefits office for more details.
TRANSACTIONS
Contributions, exchanges, or redemptions of the Fund's shares are processed as
soon as they have been received by Vanguard in good order. Good order means that
your request includes complete information on your contribution, exchange, or
redemption, and that Vanguard has received the appropriate assets.
In all cases, your transaction will be based on the Fund's next-determined
net asset value after Vanguard receives your request (or, in the case of new
contributions, the next-determined net asset value after Vanguard receives the
order from your plan administrator). As long as this request is received before
the close of trading on the New York Stock Exchange, generally 4 p.m. Eastern
time, you will receive that day's net asset value.
EXCHANGES
The exchange privilege (your ability to redeem shares from one fund to purchase
shares of another fund) may be available to you through your plan. Although we
make every effort to maintain the exchange privilege, Vanguard reserves the
right to revise or terminate this privilege, limit the amount of an exchange, or
reject any exchange, at any time, without notice. Because excessive exchanges
can potentially disrupt the management of the Fund and increase its transaction
costs, Vanguard limits participant exchange activity to no more than FOUR
SUBSTANTIVE "ROUND TRIPS" THROUGH THE FUND (at least 90 days apart) during any
12-month period. A "round trip" is a redemption from the Fund followed by a
purchase back into the Fund. "Substantive" means a dollar amount that Vanguard
determines, in its sole discretion, could adversely affect the management of the
Fund.
Before making an exchange to or from another fund available in your plan,
consider the following:
- - Certain investment options, particularly funds made up of company stock or
investment contracts, may be subject to unique restrictions.
- - Make sure to read that fund's prospectus. Contact Vanguard's Participant
Access Center, toll-free, at 1-800-523-1188 for a copy.
- - Vanguard can accept exchanges only as permitted by your plan. Contact your
plan administrator for details on the exchange policies that apply to your
plan.
<PAGE>
12
ACCESSING FUND INFORMATION BY COMPUTER
- --------------------------------------------------------------------------------
VANGUARD ON THE WORLD WIDE WEB www.vanguard.com
Use your personal computer to visit Vanguard's education-oriented website, which
provides timely news and information about Vanguard funds and services; an
online "university" that offers a variety of mutual fund classes; and
easy-to-use, interactive tools to help you create your own investment and
retirement strategies.
- --------------------------------------------------------------------------------
<PAGE>
GLOSSARY OF INVESTMENT TERMS
ACTIVE MANAGEMENT
An investment approach that seeks to exceed the average returns of the financial
markets. Active managers rely on research, market forecasts, and their own
judgment and experience in selecting securities to buy and sell.
CAPITAL GAINS DISTRIBUTION
Payment to mutual fund shareholders of gains realized on securities that a fund
has sold at a profit, minus any realized losses.
CASH RESERVES
Cash deposits, short-term bank deposits, and money market instruments which
include U.S. Treasury bills, bank certificates of deposit (CDs), repurchase
agreements, commercial paper, and banker's acceptances.
COMMON STOCK
A security representing ownership rights in a corporation. A stockholder is
entitled to share in the company's profits, some of which may be paid out as
dividends.
DIVIDEND INCOME
Payment to shareholders of income from interest or dividends generated by a
fund's investments.
EXPENSE RATIO
The percentage of a fund's average net assets used to pay its expenses. The
expense ratio includes management fees, administrative fees, and any 12b-1
distribution fees.
INDEX
An unmanaged group of securities whose overall performance is used as a standard
to measure investment performance.
INVESTMENT ADVISER
An organization that makes the day-to-day decisions regarding a fund's
investments.
MUTUAL FUND
An investment company that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.
NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities, divided by
the number of shares outstanding. The value of a single share is called its
share value or share price.
PASSIVE MANAGEMENT
A low-cost investment strategy in which a mutual fund attempts to match--rather
than outperform--a particular stock or bond market index. Also known as
indexing.
PRINCIPAL
The amount of your own money you put into an investment.
SECURITIES
Stocks, bonds, money market instruments, and interests in other investment
vehicles.
TOTAL RETURN
A percentage change, over a specified time period, in a mutual fund's net asset
value, with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.
VOLATILITY
The fluctuations in value of a mutual fund or other security. The greater a
fund's volatility, the wider the fluctuations between its high and low prices.
YIELD
Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
<PAGE>
[SHIP]
[THE VANGUARD GROUP LOGO]
Institutional Division
Post Office Box 2900
Valley Forge, PA 19482-2900
FOR MORE INFORMATION
If you'd like more information about
Vanguard Calvert Social Index Fund,
the following documents are
available free upon request:
ANNUAL/SEMIANNUAL REPORTS TO
SHAREHOLDERS
Additional information about the
Fund's investments is available in
the Fund's annual and semiannual
reports to shareholders.
STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Fund.
The current annual and semiannual
reports and the SAI are
incorporated by reference into
(and are thus legally a part of)
this prospectus.
To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Fund or other
Vanguard funds, please contact us
as follows:
THE VANGUARD GROUP
PARTICIPANT SERVICES CENTER
P.O. BOX 2900
VALLEY FORGE, PA 19482-2900
TELEPHONE:
1-800-523-1188
TEXT TELEPHONE:
1-800-523-8004
WORLD WIDE WEB:
WWW.VANGUARD.COM
INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or
by writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC 20549-0102.
Fund's Investment Company Act
file number: 811-1027
(C) 2000 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation,
Distributor.
I213N-042000
<PAGE>
VANGUARD(R)
CALVERT SOCIAL INDEX(TM)
FUND
INSTITUTIONAL SHARES
Prospectus
April 28, 2000
This is the Fund's initial
prospectus, so it contains
no performance data.
[A MEMBER OF
THE VANGUARD GROUP LOGO]
<PAGE>
VANGUARD(R) CALVERT SOCIAL INDEX(TM) FUND
Prospectus
April 28, 2000
A Stock Index Mutual Fund
- --------------------------------------------------------------------------------
CONTENTS
- --------------------------------------------------------------------------------
1 FUND PROFILE 11 SHARE PRICE
2 ADDITIONAL INFORMATION 12 INVESTING WITH VANGUARD
3 AN INTRODUCTION TO INDEX FUNDS 12 SERVICES AND ACCOUNT FEATURES
4 A WORD ABOUT RISK 13 TYPES OF ACCOUNTS
4 WHO SHOULD INVEST 13 BUYING SHARES
5 PRIMARY INVESTMENT STRATEGIES 15 REDEEMING SHARES
8 THE FUND AND VANGUARD 18 TRANSFERRING REGISTRATION
9 INVESTMENT ADVISER 18 FUND AND ACCOUNT UPDATES
9 DIVIDENDS, CAPITAL GAINS, 18 MANDATORY CONVERSION TO INVESTOR SHARES
AND TAXES GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the objective, risks, and strategies of Vanguard
Calvert Social Index Fund Institutional Shares. To highlight terms and concepts
important to mutual fund investors, we have provided "Plain Talk/(R)/"
explanations along the way. Reading the prospectus will help you to decide
whether the Fund is the right investment for you. We suggest that you keep it
for future reference.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IMPORTANT NOTE
Vanguard Calvert Social Index Fund offers two separate classes of shares:
Investor and Institutional. This prospectus offers the Fund's Institutional
Shares, which have an investment minimum of $10 million and generally are not
available to investors who require special employee benefit plan services.
Please call Vanguard at 1-800-662-7447 to obtain a separate prospectus that
offers the Fund's Investor Shares, which have an investment minimum of $3,000
($1,000 for IRAs).
The Fund's separate share classes have different expenses; as a result, their
investment performances will vary. UNLESS OTHERWISE NOTED, ALL REFERENCES IN
THIS PROSPECTUS TO FEES, EXPENSES, AND INVESTMENT PERFORMANCE RELATE
SPECIFICALLY TO INSTITUTIONAL SHARES.
- --------------------------------------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
1
FUND PROFILE
The following profile summarizes key features of Vanguard Calvert Social Index
Fund Institutional Shares.
INVESTMENT OBJECTIVE
The Fund seeks to track the performance of a benchmark index that measures the
investment return of large- and mid-capitalization stocks.
INVESTMENT STRATEGIES
The Fund employs a passive management strategy designed to track the performance
of the Calvert Social Index. The Index is composed of large- and mid-cap stocks
that have been screened for certain social and environmental criteria by the
index sponsor, which is independent of Vanguard. The Fund attempts to replicate
the Index by investing all or substantially all of its assets in the stocks that
comprise the Index. For a description of the Fund's replication technique,
please see "Indexing Methods" under PRIMARY INVESTMENT STRATEGIES.
PRIMARY RISKS
THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS.
Stock markets tend to move in cycles, with periods of rising prices and periods
of falling prices. The Fund is also subject to:
- - Investment style risk, which is the chance that returns from large- and
mid-cap stocks generally, or from stocks included in the Calvert Social
Index specifically, will trail returns from other asset classes or the
overall stock market.
- - Nondiversification risk, which is the chance that the Fund's performance
may be hurt disproportionately by the poor performance of relatively few
securities. The Fund is considered nondiversified, which means that it may
invest a greater percentage of its assets in the securities of particular
issuers as compared with other mutual funds.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
FUND EXPENSES
All mutual funds have operating expenses. These expenses, which are deducted
from a fund's gross income, are expressed as a percentage of the net assets of
the fund. We expect Vanguard Calvert Social Index Fund's Institutional Shares
expense ratio for the current fiscal year to be 0.12%, or $1.20 per $1,000 of
average net assets. Management expenses, which are one part of operating
expenses, include investment advisory fees as well as other costs of managing a
fund--such as account maintenance, reporting, accounting, legal, and other
administrative expenses.
- --------------------------------------------------------------------------------
PERFORMANCE/RISK INFORMATION
The Fund began operations on May 8, 2000, so performance information (including
annual total returns and average annual total returns) for a full calendar year
is not yet available.
<PAGE>
2
FEES AND EXPENSES
The following table describes the fees and expenses you may pay if you buy and
hold Institutional Shares of the Fund. The expenses shown under Annual Fund
Operating Expenses are based upon estimated amounts for the current fiscal year.
The Fund has no operating history, and actual operating expenses could be
different.
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases: None
Sales Charge (Load) Imposed on Reinvested Dividends: None
Redemption Fee: None
Exchange Fee: None
ANNUAL FUND OPERATING EXPENSES (expenses deducted from the
Fund's assets)
Management Expenses: 0.10%
12b-1 Distribution Fee: None
Other Expenses: 0.02%
TOTAL ANNUAL FUND OPERATING EXPENSES: 0.15%
The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical expenses that you would incur over one-year and three-year periods
if you invest $10,000 in the Fund's Institutional Shares. This example assumes
that the Fund provides a return of 5% a year, and that operating expenses match
our estimates for the Fund's first year of operations. The results apply whether
or not you redeem your investment at the end of each period.
------------------------
1 YEAR 3 YEARS
------------------------
$12 $39
------------------------
THIS EXAMPLE SHOULD NOT BE CONSIDERED TO REPRESENT ACTUAL EXPENSES OR
PERFORMANCE FOR THE FUTURE. ACTUAL FUTURE EXPENSES MAY BE HIGHER OR LOWER THAN
THOSE SHOWN.
- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS NEWSPAPER ABBREVIATION
Distributed annually in December CalScInst
INVESTMENT ADVISERS VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge, Pa., 223
since inception
CUSIP NUMBER
INCEPTION DATE 921910402
May 8, 2000
SUITABLE FOR IRAS
Yes
MINIMUM INITIAL INVESTMENT
$10 million
- --------------------------------------------------------------------------------
<PAGE>
3
AN INTRODUCTION TO INDEX FUNDS
WHAT IS INDEXING?
An index is an unmanaged group of securities whose overall performance is used
as a standard to measure the investment performance of a particular market. An
index (or "passively managed") fund tries to track, as closely as possible, the
performance of an established target index. The fund does this by holding all,
or a representative sample, of the securities that comprise the index.
Stock index funds may seek to track indexes that hold a certain type of
stock--such as growth or value, small-cap or large-cap, or those from just one
industry--or they may seek to track indexes that consist of a broader range of
stocks--for example the entire U.S. stock market.
Index funds do not have active managers, who buy and sell securities based
on research and analysis in an attempt to outperform a particular benchmark or
the market as a whole. Rather, index funds simply attempt to mirror what the
target index does, for better or worse.
WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
- - Variety of investments. Vanguard index funds generally invest in a wide
variety of companies and industries.
- - Relative consistency. Because they seek to track market benchmarks, index
funds by definition will not perform dramatically better or worse than
their target indexes.
- - Low cost. Index funds do not have many of the expenses of an actively
managed fund, in addition, they keep trading activity--and thus brokerage
commissions--to a minimum.
- - Low realization of capital gains. Because an index fund typically sells
securities only to respond to redemption requests or to adjust its holdings
to reflect a change in its target index, the fund's turnover rate--and thus
its realization of taxable capital gains--is usually much lower than the
average mutual fund.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
THE COSTS OF INVESTING
Costs are an important consideration in choosing a mutual fund. That's because
you, as a shareholder, pay the costs of operating a fund, plus any transaction
costs associated with the fund's buying and selling of securities. These costs
can erode a substantial portion of the gross income or capital appreciation a
fund achieves. Even seemingly small differences in expenses can, over time, have
a dramatic effect on a fund's performance.
- --------------------------------------------------------------------------------
KEEP IN MIND THAT AN INDEX FUND HAS OPERATING EXPENSES AND TRANSACTION
COSTS; A MARKET INDEX DOES NOT. THEREFORE, AN INDEX FUND--WHILE EXPECTED TO
TRACK ITS TARGET INDEX AS CLOSELY AS POSSIBLE--WILL TYPICALLY BE UNABLE TO MATCH
THE PERFORMANCE OF THE INDEX EXACTLY.
<PAGE>
4
================================================================================
A WORD ABOUT RISK
This prospectus describes risks you would face as an investor in Vanguard
Calvert Social Index Fund. It is important to keep in mind one of the main
axioms of investing: The higher the risk of losing money, the higher the
potential reward. The reverse, also, is generally true: The lower the risk, the
lower the potential reward. As you consider an investment in the Fund, you
should also take into account your personal tolerance for the daily fluctuations
of the stock market.
Look for this [FLAG] symbol throughout the prospectus. It is used to mark
detailed information about each type of risk that you would confront as a
shareholder of the Fund.
================================================================================
WHO SHOULD INVEST
The Fund may be a suitable investment for you if:
- - You wish to add a fund that invests in large- and mid-capitalization stocks
to your existing holdings, which could include other stock investments as
well as bond, money market, and tax-exempt investments.
- - You seek growth of capital over the long term--at least five years.
- - You want a fund that considers social and environmental issues as part of
its investment program.
Some investors try to profit from a strategy called market-timing--switching
money into investments when they expect prices to rise, and taking money out
when they expect prices to fall. As money is shifted in and out, a fund incurs
expenses for buying and selling securities. These costs are borne by all fund
shareholders, including the long-term investors who do not generate the costs.
This is why all Vanguard funds have adopted special policies to discourage
short-term trading. Specifically:
- - Each Vanguard fund reserves the right to reject any purchase
request--including exchanges from other Vanguard funds--that it regards as
disruptive to efficient portfolio management. The fund may reject a
purchase request because of the timing of the investment or because of a
history of excessive trading by the investor.
- - Each Vanguard fund (except the money market funds) limits the number of
times that an investor can exchange into and out of the fund.
- - Each Vanguard fund reserves the right to stop offering shares at any time.
- - Vanguard's U.S. Stock Index Funds, International Stock Index Funds, REIT
Index Fund, Balanced Index Fund, and Growth and Income Fund generally do
NOT accept exchanges by telephone or fax, or online. (IRAs and other
retirement accounts are not subject to this rule.)
- - Certain Vanguard funds charge transaction fees on purchases and/or
redemptions of their shares.
See the INVESTING WITH VANGUARD section of this prospectus for further details
on Vanguard's transaction policies.
THE VANGUARD FUNDS DO NOT PERMIT MARKET-TIMING. DO NOT INVEST WITH VANGUARD
IF YOU ARE A MARKET-TIMER.
<PAGE>
5
PRIMARY INVESTMENT STRATEGIES
This section explains the strategies that the investment adviser uses in pursuit
of the Fund's investment objective. It also explains how the adviser implements
these strategies. In addition, this section discusses important risks faced by
investors in the Fund. The Board of Trustees oversees the management of the
Fund, and may change the investment strategies in the interest of shareholders.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
CALVERT SOCIAL INDEX
The Calvert Social Index is maintained by the Calvert Group of Bethesda,
Maryland, a leading organization in the world of social investing. Calvert
selects stocks from approximately 1,000 of the largest companies in the United
States by evaluating each company's performance in the following categories:
environmental; labor-relations; product safety; animal welfare; military
weapons; community relations; human rights; and the rights of indigenous
peoples. Included in the Index are companies (a) with programs focused on
reducing overall environmental impact; (b) with good labor relations records,
including those with strong diversity programs; (c) that produce healthy and
safe products and services; (d) that have reduced their use of animal testing;
(e) that are responsible citizens in their communities; and (f) that have
adopted human rights standards.
Excluded from the Index are companies that, in Calvert's opinion: (a) have poor
environmental records, (including those with significant compliance and waste
management problems); (b) significantly engage in nuclear power; (c) have a
record of employment discrimination; (d) provide unsafe workplaces; (e) are
primarily engaged in tobacco, alcohol, firearms, or gambling; (f) abuse animals
through methods of factory farming; (g) are primarily engaged in weapons
contracting; (h) directly contribute to human rights violations worldwide; and
(i) are significantly engaged in a pattern or practice of violating the rights
of indigenous peoples.
For further information about the Calvert Social Index, please visit Calvert's
website, at www.calvert.com or contact Calvert at 1-800-368-2745.
- --------------------------------------------------------------------------------
MARKET EXPOSURE
[FLAG] THE FUND IS SUBJECT TO STOCK MARKET RISK, WHICH IS THE CHANCE THAT STOCK
PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS. STOCK MARKETS
TEND TO MOVE IN CYCLES, WITH PERIODS OF RISING PRICES AND PERIODS OF
FALLING PRICES.
To illustrate the volatility of stock prices, the following table shows the
best, worst, and average total returns for the U.S. stock market over various
periods as measured by the Standard & Poor's 500 Index, a widely used barometer
of market activity. (Total returns consist of dividend income plus change in
market price.) Note that the returns shown do not include the costs of buying
and selling stocks or other expenses that a real-world investment portfolio
would incur. Note, also, that the gap between best and worst tends to narrow
over the long term.
<PAGE>
6
- --------------------------------------------------------------------------------
U.S. STOCK MARKET RETURNS (1926-1999)
- --------------------------------------------------------------------------------
1 YEAR 5 YEARS 10 YEARS 20 YEARS
- --------------------------------------------------------------------------------
Best 54.2% 28.6% 19.9% 17.9%
Worst -43.1 -12.4 -0.9 3.1
Average 13.2 11.0 11.1 11.1
- --------------------------------------------------------------------------------
The table covers all of the 1-, 5-, 10-, and 20-year periods from 1926
through 1999. You can see, for example, that while the average return on common
stocks, for all of the 5-year periods was 11.0%, returns for individual 5-year
periods ranged from a -12.4% average (from 1928 through 1932) to 28.6% (from
1995 through 1999). These average returns reflect past performance on common
stocks; you should not regard them as an indication of future returns from
either the stock market as a whole or this Fund in particular.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS
Stocks of publicly traded companies--and mutual funds that hold these
stocks--can be classified by the companies' market value, or capitalization.
Market capitalization changes over time, and there is no "official" definition
of the boundaries of large-, mid-, and small-cap stocks. Vanguard generally
defines large-capitalization (large-cap) funds as those holding stocks of
companies whose outstanding shares have a market value exceeding $12 billion;
mid-cap funds as those holding stocks of companies with a market value between
$1 billion and $12 billion; and small-cap funds as those typically holding
stocks of companies with a market value of less than $1 billion. Vanguard
periodically reassesses these classifications.
- --------------------------------------------------------------------------------
[FLAG] THE FUND IS ALSO SUBJECT TO INVESTMENT STYLE RISK, WHICH IS THE CHANCE
THAT RETURNS FROM LARGE- AND MID-CAPITALIZATION STOCKS WILL TRAIL RETURNS
FROM OTHER ASSET CLASSES OR THE OVERALL STOCK MARKET. EACH TYPE OF STOCK
TENDS TO GO THROUGH CYCLES OF DOING BETTER--OR WORSE--THAN COMMON STOCKS IN
GENERAL. THESE PERIODS HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL
YEARS.
[FLAG] BECAUSE THE FUND IS NONDIVERSIFIED (WHICH MEANS IT MAY INVEST A GREATER
PERCENTAGE OF ITS ASSETS IN THE SECURITIES OF FEWER ISSUERS AS COMPARED
WITH OTHER MUTUAL FUNDS), THE FUND IS SUBJECT TO THE RISK THAT ITS
PERFORMANCE MAY BE HURT DISPROPORTIONATELY BY THE POOR PERFORMANCE OF
RELATIVELY FEW SECURITIES.
SECURITY SELECTION
The Fund seeks to provide investment results that correspond to the Calvert
Social Index. The correlation between the performance of the Fund and the Index
is expected to be at least 95%, (a correlation of 100% would indicate perfect
correlation). Keep in mind that the social screening policies employed by the
Index may result in economic sector weightings that are significantly different
from those of the overall market. For example, as of May 1, 2000 technology
stocks represented .% of the Calvert Social Index, while that sector represented
.% of the Russell 1000 Index. In addition, as of the same date, stocks within
the integrated oils sector represented .% of the Calvert Social Index, while
that sector represented .% of the Russell 1000 Index.
<PAGE>
7
INDEXING METHODS
In seeking to track a particular index, a fund generally uses one of two methods
to select the securities in which it invests.
REPLICATION METHOD. Many stock funds--but not bond funds--use the
replication method of indexing. This means that a fund holds each security found
in its target index in about the same proportions as represented in the index
itself. For example, if 5% of the S&P 500 Index were made up of the stock of a
specific company, a fund tracking that index would invest about 5% of its assets
in that company. For bond funds, replication is an inefficient and costly method
of indexing, since there is no liquid market for many of the corporate and
agency bonds typically found in a broad bond index.
STRAIGHT SAMPLING METHOD. Funds tracking larger indexes sometimes use a
"straight sampling" technique. Using sophisticated computer programs, a fund
selects, from the target index, a representative sample of securities that will
resemble the full target index in terms of key risk factors.
TURNOVER RATE
Generally, a passively managed fund sells securities only to respond to
redemption requests or to adjust the number of shares held to reflect a change
in the fund's target index.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
TURNOVER RATE
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs could affect the fund's future
returns. In general, the greater the volume of buying and selling by the fund,
the greater the impact that brokerage commissions and other transaction costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate capital gains that must be distributed to shareholders as income
subject to taxes. As of March 31, 2000, the average turnover rate for all
passively managed domestic equity index funds investing in common stocks is
roughly 19%; for all domestic stock funds, the average turnover rate is
approximately 89, according to Morningstar, Inc.(A turnover rate of 100% would
occur, for example, if a fund sold and replaced securities valued at 100% of its
net assets within a one-year period.)
- --------------------------------------------------------------------------------
OTHER INVESTMENT POLICIES AND RISKS
The Fund reserves the right to substitute a different index for the Calvert
Social Index if the Calvert Social Index is discontinued, or for any other
reason determined in good faith by the Fund's Board of Trustees. In such
instance, the substitute index will measure the same general market as the
current index.
The Fund may invest in foreign securities to the extent necessary to carry
out its investment strategy of holding all of the stocks that comprise the index
it tracks.
To match its target index as closely as possible, the Fund attempts to
remain fully invested in stocks. The Fund intends to invest at least 95% of its
total assets in the stocks of the Index. To help stay fully invested, and to
reduce transaction costs, the Fund may invest, to a limited extent, in stock
index futures and options contracts, warrants, convertible securities, and swap
agreements, which are types of derivatives. These investments will not be
screened based on social or environmental criteria.
<PAGE>
8
Losses (or gains) involving futures can sometimes be substantial--in part
because a relatively small price movement in a futures contract may result in an
immediate and substantial loss (or gain) for the Fund. Similar risks exist for
warrants (securities that permit their owners to purchase a specific number of
stock shares at a predetermined price), convertible securities (securities that
may be exchanged for another asset), and swap agreements (contracts in which
each party agrees to make payments to the other based on the return of a
specified index or asset).
For this reason, the Fund will not use futures, options, warrants,
convertible securities, or swap agreements for speculative purposes or as
leveraged investments that magnify the gains or losses of an investment.
The Fund's obligation to purchase securities under futures contracts will
not exceed 20% of its total assets.
The reasons for which the Fund will invest in futures and options are:
- - To keep cash on hand to meet shareholder redemptions or other needs while
simulating full investment in stocks.
- - To reduce the Fund's transaction costs or add value when these instruments
are favorably priced.
Although index funds, by their nature, tend to be tax-efficient investment
vehicles, the Fund generally is managed without regard to tax ramifications.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
DERIVATIVES
A derivative is a financial contract whose value is based on (or "derived" from)
a traditional security (such as a stock or a bond), an asset (such as a
commodity like gold), or a market index (such as the S&P 500 Index). Futures and
options are derivatives that have been trading on regulated exchanges for more
than two decades. These "traditional" derivatives are standardized contracts
that can easily be bought and sold, and whose market values are determined and
published daily. It is these characteristics that differentiate futures and
options from the relatively new types of derivatives. If used for speculation or
as leveraged investments, derivatives can carry considerable risks.
- --------------------------------------------------------------------------------
THE FUND AND VANGUARD
The Fund is a member of The Vanguard Group, a family of more than 35 investment
companies with more than 100 funds holding assets worth more than $550 billion.
All of the Vanguard funds share in the expenses associated with business
operations, such as personnel, office space, equipment, and advertising.
Vanguard also provides marketing services to the funds. Although
shareholders do not pay sales commissions or 12b-1 distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.
<PAGE>
9
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
VANGUARD'S UNIQUE CORPORATE STRUCTURE
The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by for-profit management companies that may
be owned by one person, by a group of individuals, or by investors who own the
management company's stock. By contrast, Vanguard provides its services on an
"at-cost" basis, and the funds' expense ratios reflect only these costs. No
separate management company reaps profits or absorbs losses from operating the
funds.
- --------------------------------------------------------------------------------
INVESTMENT ADVISER
The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1975, serves as the Fund's adviser through its Quantitative Equity Group. As of
December 31, 1999, Vanguard served as adviser for about $371.4 billion in
assets. Vanguard manages the fund on an at-cost basis, subject to the control of
the Trustees and officers of the Fund.
The Fund has authorized Vanguard to choose brokers or dealers to handle the
purchase and sale of securities for the Fund, and to get the best available
price and most favorable execution from these brokers with respect to all
transactions. Also, the Fund may direct the adviser to use a particular broker
for certain transactions in exchange for commission rebates or research services
provided to the Fund.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
THE FUND'S ADVISER
The individual primarily responsible for overseeing the Fund's investments is:
GEORGE U. SAUTER, Managing Director of Vanguard, and head of Vanguard's
Quantitative Equity Group; has worked in investment management since 1985;
primary responsibility for Vanguard's stock indexing policy and strategy since
joining the company in 1987; has served as the Fund's portfolio manager since
inception; A.B., Dartmouth College; M.B.A., University of Chicago.
- --------------------------------------------------------------------------------
DIVIDENDS, CAPITAL GAINS, AND TAXES
FUND DISTRIBUTIONS
The Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses), as well as any capital gains realized from the
sale of its holdings. Distributions generally occur in December. In addition,
the Fund may occasionally be required to make supplemental dividend or capital
gains distributions at some other time during the year. You can receive
distributions of income dividends or capital gains in cash, or you can have them
automatically reinvested in more shares of the Fund.
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
DISTRIBUTIONS
As a shareholder, you are entitled to your share of the fund's income from
interest and dividends, and gains from the sale of investments. You receive such
earnings as either an income dividend or a capital gains distribution. Income
dividends come from both the dividends that the fund earns from its holdings and
the interest it receives from its money market and bond investments. Capital
gains are realized whenever the fund sells securities for higher prices than it
paid for them. These capital gains are either short-term or long-term, depending
on whether the fund held the securities for one year or less, or more than one
year.
- --------------------------------------------------------------------------------
BASIC TAX POINTS
Vanguard will send you a statement each year showing the tax status of all your
distributions. In addition, taxable investors should be aware of the following
basic tax points:
- - Distributions are taxable to you for federal income tax purposes whether or
not you reinvest these amounts in additional Fund shares.
- - Distributions declared in December--if paid to you by the end of
January--are taxable for federal income tax purposes as if received in
December.
<PAGE>
10
- - Any dividends and short-term capital gains that you receive are taxable to
you as ordinary income for federal income tax purposes.
- - Any distributions of net long-term capital gains are taxable to you as
long-term capital gains for federal income tax purposes, no matter how long
you've owned shares in the Fund.
- - Capital gains distributions may vary considerably from year to year as a
result of the Fund's normal investment activities and cash flows.
- - A sale or exchange of Fund shares is a taxable event. This means that you
may have a capital gain to report as income, or a capital loss to report as
a deduction, when you complete your federal income tax return.
- - Dividend and capital gains distributions that you receive, as well as your
gains or losses from any sale or exchange of Fund shares, may be subject to
state and local income taxes.
GENERAL INFORMATION
BACKUP WITHHOLDING. By law, Vanguard must withhold 31% of any taxable
distributions or redemptions from your account if you do not:
- - provide us with your correct taxpayer identification number;
- - certify that the taxpayer identification number is correct; and
- - confirm that you are not subject to backup withholding.
Similarly, Vanguard must withhold from your account if the IRS instructs us to
do so.
FOREIGN INVESTORS. The Vanguard funds generally do not offer their shares for
sale outside of the United States. Foreign investors should be aware that U.S.
withholding and estate taxes may apply to any investments in Vanguard funds.
INVALID ADDRESSES. If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest all future distributions until you provide us with a valid mailing
address.
TAX CONSEQUENCES. This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax adviser for detailed information about
a fund's tax consequences for you.
<PAGE>
11
- --------------------------------------------------------------------------------
PLAIN TALK ABOUT
"BUYING A DIVIDEND"
Unless you are investing through a tax-deferred retirement account (such as an
IRA), it is not to your advantage to buy shares of a fund shortly before it
makes a distribution, because doing so can cost you money in taxes. This is
known as "buying a dividend." For example: on December 15, you invest $5,000,
buying 250 shares for $20 each. If the fund pays a distribution of $1 per share
on December 16, its share price would drop to $19 (not counting market change).
You still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250
shares x $1 = $250 in distributions), but you owe tax on the $250 distribution
you received--even if you reinvest it in more shares. To avoid "buying a
dividend," check a fund's distribution schedule before you invest.
- --------------------------------------------------------------------------------
SHARE PRICE
The Fund's share price, called its net asset value, or NAV, is calculated each
business day after the close of trading on the New York Stock Exchange (the NAV
is not calculated on holidays or other days when the Exchange is closed). The
Fund computes a separate net asset value for each of its share classes. This is
done by adding up the total value of the Fund's investments and other assets
attributed to each share class, subtracting any of its liabilities (debts)
attributed to each share class and then dividing by the number of Fund shares
outstanding for each share class.
NET ASSET VALUE = TOTAL ASSETS - LIABILITIES
-------------------------------
NUMBER OF SHARES OUTSTANDING
Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the number of shares
you own, gives you the dollar amount you would have received had you sold all of
your shares back to the Fund that day.
A NOTE ON PRICING: The Fund's investments will be priced at their market
value when market quotations are readily available. When these quotations are
not readily available, investments will be priced at their fair value,
calculated according to procedures adopted by the Fund's Board of Trustees.
The Fund's share price can be found daily in the mutual fund listings of
most major newspapers under the heading "Vanguard Index Funds." Different
newspapers use different abbreviations of the Fund's name, but the most common
is CALSCINST.
"Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc., and have been licensed
for use by The Vanguard Group.
<PAGE>
12
- --------------------------------------------------------------------------------
INVESTING WITH VANGUARD
Are you looking for the most convenient way to open or add money to a Vanguard
account? Obtain instant access to fund information?
Vanguard can help. Our goal is to make it easy and pleasant for you to do
business with us.
The following sections of the prospectus briefly explain the many services
we offer. Booklets providing detailed information are available on the services
marked with a [BOOKLET]. Please call us to request copies.
- --------------------------------------------------------------------------------
SERVICES AND ACCOUNT FEATURES
Vanguard offers many services that make it convenient to buy, sell, or exchange
shares, or to obtain fund or account information.
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically set up for this Fund unless you notify us otherwise.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOKLET]
Automatic method for moving a fixed amount of money from one Vanguard fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD)[BOOKLET]
Toll-free 24-hour access to Vanguard fund and account information--as well as
some transactions--by using any touch-tone phone. Tele-Account provides total
return, share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution); and allows you to sell or exchange shares to and from most
Vanguard funds.
- --------------------------------------------------------------------------------
www.vanguard.com [COMPUTER]
You can use your personal computer to perform certain transactions for most
Vanguard funds by accessing our website. To establish this service, you must
register through our website. We will then mail you an account access password
that allows you to process the following financial and administrative
transactions online:
- - Open a new account.*
- - Buy, sell, or exchange shares of most funds.
- - Change your name/address.
- - Add/change fund options (including dividend options, bank instructions,
checkwriting, and Vanguard Automatic Exchange Service). (Some restrictions
may apply.) Please call our Client Services Department for assistance.
*Only current Vanguard shareholders can open a new account online, by exchanging
shares from other existing Vanguard accounts.
- --------------------------------------------------------------------------------
SERVICES FOR CLIENTS OF VANGUARD'S INSTITUTIONAL DIVISION: 1-888-809-8102
Vanguard's Institutional Division offers a variety of specialized services for
large institutional investors, including the ability to effect account
transactions through private electronic networks and third-party recordkeepers.
- --------------------------------------------------------------------------------
<PAGE>
13
TYPES OF ACCOUNTS
Individuals and institutions can establish a variety of accounts with Vanguard.
- --------------------------------------------------------------------------------
FOR ONE OR MORE PEOPLE
Open an account in the name of one (individual) or more (joint tenants) people.
- --------------------------------------------------------------------------------
FOR HOLDING PERSONAL TRUST ASSETS [BOOKLET]
Invest assets held in an existing personal trust.
- --------------------------------------------------------------------------------
FOR AN ORGANIZATION [BOOKLET]
Open an account as a corporation, partnership, endowment, foundation, or other
entity.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
A NOTE ON INVESTING WITH VANGUARD THROUGH OTHER FIRMS
You may purchase or sell Fund shares through a financial intermediary such as a
bank, broker, or investment adviser. If you invest with Vanguard through an
intermediary, please read that firm's program materials carefully to learn of
any special rules that may apply. For example, special terms may apply to
additional service features, fees, or other policies. Consult your intermediary
to determine when your order will be priced.
- --------------------------------------------------------------------------------
BUYING SHARES
You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request. As long as your request is received before the close of
trading on the New York Stock Exchange, generally 4 p.m. Eastern time, you will
buy your shares at that day's net asset value. You may convert Investor Shares
of the Fund into Institutional Shares, provided that you meet the minimum
initial investment requirements for Institutional Shares.
- --------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$10 million
add to an existing account
$100 by mail or exchange; $1,000 by wire.
- --------------------------------------------------------------------------------
BY WIRE TO OPEN A NEW ACCOUNT OR ADD TO AN EXISTING ACCOUNT [WIRE]
Call your assigned Service Assoicate to arrange your wire transaction.
Wire to:
FRB ABA 021001088
HSBC Bank USA
For credit to:
Account: 000112046
Vanguard Incoming Wire Account
In favor of:
Vanguard Calvert Social Index Fund Institutional Shares-223.
[Account number, or temporary number for a new account]
[Registered account owner(s)]
[Registered address]
<PAGE>
14
- --------------------------------------------------------------------------------
BY MAIL TO . . .[ENVELOPE]
open a new account
Complete and sign the account registration form and enclose your check.
add to an existing account
Mail your check with an Invest-By-Mail form detached from your confirmation
statement to the address listed on the form. Please do not alter Invest-By-Mail
forms, since they are fund- and account-specific.
Make your check payable to: The Vanguard Group-Institutional Shares-223.
All purchases must be made in U.S. dollars, and checks must be drawn on U.S.
banks.
First-class mail to: Express or Registered mail to:
The Vanguard Group The Vanguard Group
P.O. Box 2900 100 Vanguard Boulevard
Valley Forge, PA 19482-2900 Malvern, PA 19355-2331
- --------------------------------------------------------------------------------
IMPORTANT NOTE: To prevent check fraud, Vanguard will not accept checks made
payable to third parties.
- --------------------------------------------------------------------------------
BY TELEPHONE TO . . .[TELEPHONE]
open a new account
Call Vanguard Tele-Account* 24 hours a day--or your assigned Service Associate
during business hours--to exchange from another Vanguard fund account with the
same registration (name, address, taxpayer identification number, and account
type). (Note that some restrictions apply to index fund accounts.)
add to an existing account
Call Vanguard Tele-Account* 24 hours a day--or your assigned Service Associate
during business hours--to exchange from another Vanguard fund account with the
same registration (name, address, taxpayer identification number, and account
type). (Note that some restrictions apply to index fund accounts.)
Vanguard Tele-Account
1-800-662-6273
*You must obtain a Personal Identification Number (PIN) through Tele-Account at
least seven days before you request your first exchange.
- --------------------------------------------------------------------------------
IMPORTANT NOTE: Once you have initiated a telephone transaction and a
confirmation number has been assigned, the transaction cannot be revoked. We
reserve the right to refuse any purchase request.
- --------------------------------------------------------------------------------
You can redeem (that is, sell or exchange) shares purchased by check at any
time. However, while your redemption request will be processed at the
next-determined net asset value after it is received, your redemption proceeds
will not be available until payment for your purchase is collected, which may
take up to ten calendar days.
- --------------------------------------------------------------------------------
A NOTE ON LARGE PURCHASES
It is important that you call Vanguard before you invest a large dollar amount.
It is our responsibility to consider the interests of all Fund shareholders, and
so we reserve the right to refuse any purchase that may disrupt the Fund's
operation or performance.
- --------------------------------------------------------------------------------
<PAGE>
15
REDEEMING SHARES
This section describes how you can redeem--that is, sell or exchange--the Fund's
shares.
When Selling Shares:
- - Vanguard sends the redemption proceeds to you or a designated third party.*
- - You can sell all or part of your Fund shares at any time.
*May require a signature guarantee; see footnote on page 17.
When Exchanging Shares:
- - The redemption proceeds are used to purchase shares of a different Vanguard
fund.
- - You must meet the receiving fund's minimum investment requirements.
- - Vanguard reserves the right to revise or terminate the exchange privilege,
limit the amount of an exchange, or reject an exchange at any time, without
notice.
- - In order to exchange into an acount with a different registration
(including a different name, address, or taxpayer identification number),
you must include the guaranteed signatures of all current account owners on
your written instructions.
In both cases, your transaction will be based on the Fund's next-determined
share price, subject to any special rules discussed in this "Redeeming Shares"
section of the prospectus.
- --------------------------------------------------------------------------------
NOTE: Once a redemption is initiated and a confirmation number given, the
transaction CANNOT be canceled.
- --------------------------------------------------------------------------------
HOW TO REQUEST A REDEMPTION
You can request a redemption from your Fund account in any one of three ways:
online, by telephone, or by mail.
The Vanguard funds whose shares you cannot exchange online or by telephone
are: VANGUARD U.S. STOCK INDEX FUNDS, VANGUARD BALANCED INDEX FUND, VANGUARD
INTERNATIONAL STOCK INDEX FUNDS, VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however, permit telephone exchanges within IRAs
and some other retirement accounts.If you sell shares of these funds online, a
redemption check will be sent to your address of record.
- --------------------------------------------------------------------------------
ONLINE REQUESTS [COMPUTER]
at www.vanguard.com
You can use your personal computer to sell or exchange shares of most Vanguard
funds by accessing our website. To establish this service, you must register
through our website. We will then mail you an account access password that will
enable you to sell or exchange shares online (as well as perform other
transactions).
- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [TELEPHONE]
Call Vanguard Tele-Account 24 hours a day--or your assigned Service Associate
during business hours--to sell or exchange shares. You can exchange shares from
this Fund to open an account in another Vanguard fund or to add to an existing
Vanguard fund account with an identical registration.
- --------------------------------------------------------------------------------
SPECIAL INFORMATION: We will automatically establish the telephone redemption
option for your account, unless you instruct us otherwise in writing. While
telephone redemption is easy and convenient, this account feature involves a
risk of loss from unauthorized or fraudulent transactions. Vanguard will take
reasonable precautions to protect your account from fraud. You should do the
same by keeping your account information private and immediately reviewing any
account statements that we send to you. Make sure to contact Vanguard
immediately about any transaction you believe to be unauthorized.
- --------------------------------------------------------------------------------
<PAGE>
16
We reserve the right to refuse a telephone redemption if the caller is unable to
provide:
- - The ten-digit account number.
- - The name and address exactly as registered on the account.
- - The primary Social Security or employer identification number as registered
on the account.
- - The Personal Identification Number (PIN), if applicable (for instance,
Tele-Account).
Please note that Vanguard will not be responsible for any account losses
due to telephone fraud, so long as we have taken reasonable steps to verify the
caller's identity. If you wish to remove the telephone redemption feature from
your account, please notify us in writing.
- --------------------------------------------------------------------------------
A NOTE ON UNUSUAL CIRCUMSTANCES
Vanguard reserves the right to revise or terminate the telephone redemption
privilege at any time, without notice. In addition, Vanguard can stop selling
shares or postpone payment at times when the New York Stock Exchange is closed
or under any emergency circumstances as determined by the U.S. Securities and
Exchange Commission. If you experience difficulty making a telephone redemption
during periods of drastic economic or market change, you can send us your
request by regular or express mail. Follow the instructions on selling or
exchanging shares by mail in this section.
- --------------------------------------------------------------------------------
MAIL REQUESTS [ENVELOPE]
Send a letter of instruction signed by all registered account holders. Include
the fund name and account number and (if you are selling) a dollar amount or
number of shares OR (if you are exchanging) the name of the fund you want to
exchange into and a dollar amount or number of shares. To exchange into an
account with a different registration (including a different name, address,
taxpayer identification number, or account type), you must provide Vanguard with
written instructions that include the guaranteed signatures of all current
owners of the fund from which you wish to redeem.
First-class mail to: Express or Registered mail to:
The Vanguard Group The Vanguard Group
P.O. Box 2900 100 Vanguard Boulevard
Valley Forge, PA 19482-2900 Malvern, PA 19355-2331
- --------------------------------------------------------------------------------
A NOTE ON LARGE REDEMPTIONS
It is important that you call Vanguard before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay delivery of your redemption proceeds--up to
seven days--if the amount may disrupt the Fund's operation or performance.
If you redeem more than $250,000 worth of Fund shares within any 90-day
period, the Fund reserves the right to pay part or all of the redemption
proceeds above $250,000 in-kind, i.e., in securities, rather than in cash. If
payment is made in-kind, you may incur brokerage commissions if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------
OPTIONS FOR REDEMPTION PROCEEDS
You may receive your redemption proceeds in one of two ways: check, or exchange
to another Vanguard fund.
- --------------------------------------------------------------------------------
CHECK REDEMPTIONS
Normally, Vanguard will mail your check within two business days of a
redemption.
- --------------------------------------------------------------------------------
<PAGE>
17
- --------------------------------------------------------------------------------
EXCHANGE REDEMPTIONS
As described above, an exchange involves using the proceeds of your redemption
to purchase shares of another Vanguard fund.
- --------------------------------------------------------------------------------
FOR OUR MUTUAL PROTECTION
For your best interests and ours, Vanguard applies these additional requirements
to redemptions:
REQUEST IN "GOOD ORDER"
All redemption requests must be received by Vanguard in "good order." This means
that your request must include:
- - The Fund name and account number.
- - The amount of the transaction (in dollars or shares).
- - Signatures of all owners exactly as registered on the account (for mail
requests).
- - Signature guarantees (if required).*
- - Any supporting legal documentation that may be required.
- - Any outstanding certificates representing shares to be redeemed.
*For instance, a signature guarantee must be provided by all registered account
shareholders when redemption proceeds are to be sent to a different person or
address. A signature guarantee can be obtained from most commercial and savings
banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
TRANSACTIONS ARE PROCESSED AT THE NEXT-DETERMINED SHARE PRICE AFTER VANGUARD HAS
RECEIVED ALL REQUIRED INFORMATION.
- --------------------------------------------------------------------------------
LIMITS ON ACCOUNT ACTIVITY
Because excessive account transactions can disrupt the management of the Fund
and increase the Fund's costs for all shareholders, Vanguard limits account
activity as follows:
- - You may make no more than TWO SUBSTANTIVE "ROUND TRIPS" THROUGH THE FUND
during any 12-month period.
- - Your round trips through the Fund must be at least 30 days apart.
- - The Fund may refuse a share purchase at any time, for any reason.
- - Vanguard may revoke an investor's telephone exchange privilege at any time,
for any reason.
A "round trip" is a redemption from the Fund followed by a purchase back into
the Fund. Also a "round trip" covers transactions accomplished by any
combination of methods, including transactions conducted by check, wire, or
exchange to/from another Vanguard fund. "Substantive" means a dollar amount that
Vanguard determines, in its sole discretion, could adversely affect the
management of the Fund.
- --------------------------------------------------------------------------------
ALL TRADES ARE FINAL
Vanguard will not cancel any transaction request (including any purchase or
redemption) that we believe to be authentic once the request has been initiated
and a confirmation number assigned.
- --------------------------------------------------------------------------------
UNCASHED CHECKS
Please cash your distribution or redemption checks promptly. Vanguard will not
pay interest on uncashed checks.
- --------------------------------------------------------------------------------
<PAGE>
18
TRANSFERRING REGISTRATION
You can transfer the registration of your Fund shares to another owner by
completing a transfer form and sending it to Vanguard.
First-class mail to: Express or Registered mail to:
The Vanguard Group The Vanguard Group
P.O. Box 2900 100 Vanguard Boulevard
Valley Forge, PA 19482-2900 Malvern, PA 19355-2331
- --------------------------------------------------------------------------------
FUND AND ACCOUNT UPDATES
STATEMENTS AND REPORTS
We will send you account and tax statements to help you keep track of your Fund
account throughout the year as well as when you are preparing your income tax
returns.
In addition, you will receive financial reports about the Fund twice a
year. These comprehensive reports include an assessment of the Fund's
performance (and a comparison to its industry benchmark), an overview of the
financial markets, a report from the adviser, and the Fund's financial
statements which include a listing of the Fund's holdings.
To keep the Fund's costs as low as possible (so that you and other
shareholders can keep more of the Fund's investment earnings), Vanguard attempts
to eliminate duplicate mailings to the same address. When two or more Fund
shareholders have the same last name and address, we send just one Fund report
to that address--instead of mailing separate reports to each shareholder. If you
want us to send separate reports, you may notify our Institutional Division at
1-800-809-8102.
- --------------------------------------------------------------------------------
CONFIRMATION STATEMENT
Sent each time you buy, sell, or exchange shares; confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY [BOOKLET]
Mailed quarterly for most accounts; shows the market value of your account at
the close of the statement period, as well as distributions, purchases, sales,
and exchanges for the current calendar year.
- --------------------------------------------------------------------------------
FUND FINANCIAL REPORTS
Mailed in October and April for this Fund.
- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally mailed in January; report previous year's dividend and capital gains
distributions, and proceeds from the sale of shares.
- --------------------------------------------------------------------------------
MANDATORY CONVERSION TO INVESTOR SHARES
The Fund reserves the right to convert an investor's Institutional Shares into
Investor Shares of the Fund if the investor's account balance falls below $10
million. Any such conversion will be preceded by written notice to the investor.
<PAGE>
GLOSSARY OF INVESTMENT TERMS
ACTIVE MANAGEMENT
An investment approach that seeks to exceed the average returns of the financial
markets. Active managers rely on research, market forecasts, and their own
judgment and experience in selecting securities to buy and sell.
CAPITAL GAINS DISTRIBUTION
Payment to mutual fund shareholders of gains realized on securities that a fund
has sold at a profit, minus any realized losses.
CASH RESERVES
Cash deposits, short-term bank deposits, and money market instruments which
include U.S. Treasury bills, bank certificates of deposit (CDs), repurchase
agreements, commercial paper, and banker's acceptances.
COMMON STOCK
A security representing ownership rights in a corporation. A stockholder is
entitled to share in the company's profits, some of which may be paid out as
dividends.
DIVIDEND INCOME
Payment to shareholders of income from interest or dividends generated by a
fund's investments.
EXPENSE RATIO
The percentage of a fund's average net assets used to pay its expenses. The
expense ratio includes management fees, administrative fees, and any 12b-1
distribution fees.
INDEX
An unmanaged group of securities whose overall performance is used as a standard
to measure investment performance.
INVESTMENT ADVISER
An organization that makes the day-to-day decisions regarding a fund's
investments.
MUTUAL FUND
An investment company that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.
NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities, divided by
the number of shares outstanding. The value of a single share is called its
share value or share price.
PASSIVE MANAGEMENT
A low-cost investment strategy in which a mutual fund attempts to match--rather
than outperform--a particular stock or bond market index. Also known as
indexing.
PRINCIPAL
The amount of your own money you put into an investment.
SECURITIES
Stocks, bonds, money market instruments, and interests in other investment
vehicles.
TOTAL RETURN
A percentage change, over a specified time period, in a mutual fund's net asset
value, with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.
VOLATILITY
The fluctuations in value of a mutual fund or other security. The greater a
fund's volatility, the wider the fluctuations between its high and low prices.
YIELD
Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
<PAGE>
[SHIP]
[THE VANGUARD GROUP LOGO]
Institutional Division
Post Office Box 2900
Valley Forge, PA 19482-2900
FOR MORE INFORMATION
If you'd like more information about
Vanguard Calvert Social Index Fund,
the following documents are
available free upon request:
ANNUAL/SEMIANNUAL REPORT TO SHAREHOLDERS
Additional information about the
Fund's investments is available in
the Fund'sannual and semiannual
reports to shareholders.
Statement of
Additional Information (SAI)
The SAI provides more detailed
information about the Fund.
The current annual and semiannual
reports and the SAI are incorporated
by reference into (and are thus
legally a part of) this prospectus.
To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Fund or other
Vanguard funds, pleasecontact us
as follows:
If you are an Individual Investor:
THE VANGUARD GROUP
INVESTOR INFORMATION
DEPARTMENT
P.O. BOX 2900
VALLEY FORGE, PA
19482-2900
TELEPHONE: 1-800-662-7447 (SHIP)
TEXT TELEPHONE: 1-800-952-3335
If you are a client of Vanguard's
Institutional Division:
THE VANGUARD GROUP
INSTITUTIONAL
INVESTOR INFORMATION
P.O. BOX 2900
VALLEY FORGE, PA 19482-2900
TELEPHONE:
1-888-809-8102
WORLD WIDE WEB:
WWW.VANGUARD.COM
If you are a current Fund shareholder
and would like information about
your account, account transactions,
and/or account statements, please call:
CLIENT SERVICES DEPARTMENT
TELEPHONE:
1-800-662-2739 (CREW)
TEXT TELEPHONE:
1-800-749-7273
INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-942-8090. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by electronic request at the
following e-mail address:
[email protected], or
by writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC 20549-0102.
Fund's Investment Company Act file
number: 811-1027
(C) 2000 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation,
Distributor.
I223N-042000
<PAGE>
The Vanguard U.S. Growth and Vanguard International Growth Prospectuses from PEA
# 76 are incorporated by reference.
<PAGE>
PART B
VANGUARD(R) WORLD FUNDS
(THE TRUST)
STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 17, 1999;
REVISED APRIL 28, 2000
This Statement is not a prospectus but should be read in conjunction with the
Trust's current Prospectuses (dated December 17, 1999, and April 28, 2000). To
obtain, without charge, the Prospectuses or the most recent Annual Report to
Shareholders, which contains the Funds' Financial Statements as hereby
incorporated by reference, please call:
INVESTOR INFORMATION DEPARTMENT 1-800-662-7447
TABLE OF CONTENTS
PAGE
DESCRIPTION OF THE TRUST.........................................B-1
INVESTMENT POLICIES..............................................B-3
YIELD AND TOTAL RETURN...........................................B-9
SHARE PRICE......................................................B-11
PURCHASE OF SHARES...............................................B-12
REDEMPTION OF SHARES.............................................B-12
FUNDAMENTAL INVESTMENT LIMITATIONS...............................B-13
MANAGEMENT OF THE FUNDS..........................................B-14
INVESTMENT ADVISORY SERVICES.....................................B-18
PORTFOLIO TRANSACTIONS...........................................B-21
FINANCIAL STATEMENTS.............................................B-22
COMPARATIVE INDEXES..............................................B-22
DESCRIPTION OF THE TRUST
ORGANIZATION
The Trust was organized as Ivest Fund, a Massachusetts corporation, in 1959. It
became a Maryland corporation in 1973, and was reorganized as a Delaware
business trust in June 1998. Prior to its reorganization as a Delaware business
trust, the Trust was known as Vanguard World Fund, Inc.
The Trust has the ability to offer additional funds or classes of shares.
There is no limit on the number of full and fractional shares that each Fund may
issue. Vanguard Calvert Social Index Fund offers two classes of shares, Investor
Shares and Institutional Shares. Institutional Shares of the Fund are avaialbe
only to those investing at least $10 million in the Fund. The Trust currently
offers the following funds:
Vanguard(R) U.S. Growth Fund
Vanguard(R) International Growth Fund
Vanguard(R) Calvert Social Index(TM) Fund
(individually, the Fund; collectively, the Funds)
The Vanguard U.S. Growth Fund and Vanguard International Growth Fund are
registered with the United States Securities and Exchange Commission (the
Commission) under the Investment Company Act of 1940 (the 1940 Act) as open-end
diversified management investment companies.
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Vanguard Calvert Social Index Fund is registered with the Commission as an
open-end nondiversified management investment company.
SERVICE PROVIDERS
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110 (for Vanguard U.S. Growth Fund), The Chase Manhattan
Bank, N.A., 4 Chase MetroTech Center, Brooklyn, New York 11245 (for Vanguard
International Growth Fund), and . (for Vanguard Calvert Social Index Fund),
serve as the custodians. The custodians are responsible for maintaining the
Funds' assets and keeping all necessary accounts and records of each Fund's
assets.
INDEPENDENT ACCOUNTANTS. PricewaterhouseCoopers LLP, 30 South 17th Street,
Philadelphia, Pennsylvania 19103, serves as the Funds' independent accountants.
The accountants audit each Fund's financial statements and provide other related
services.
TRANSFER AND DIVIDEND-PAYING AGENT. The Funds' transfer agent and
dividend-paying agent is The Vanguard Group, Inc., 100 Vanguard Boulevard,
Malvern, Pennsylvania 19355.
CHARACTERISTICS OF THE FUNDS SHARES
RESTRICTIONS ON HOLDING OR DISPOSING OF SHARES. There are no restrictions
on the right of shareholders to retain or dispose of the Funds' shares, other
than the possible future termination of the Funds. Each Fund may be terminated
by reorganization into another mutual fund or by liquidation and distribution of
the assets of the affected series. Unless terminated by reorganization or
liquidation, each Fund will continue indefinitely.
SHAREHOLDER LIABILITY. The Funds are organized under Delaware law, which
provides that shareholders of a business trust are entitled to the same
limitations of personal liability as shareholders of a corporation organized
under Delaware law. Effectively, this means that a shareholder of a Fund will
not be personally liable for payment of the Fund's debts except by reason of his
or her own conduct or acts. In addition, a shareholder could incur a financial
loss on account of a Fund obligation only if the Fund itself had no remaining
assets with which to meet such obligation. We believe that the possibility of
such a situation arising is extremely remote.
DIVIDEND RIGHTS. The shareholders of a Fund are entitled to receive any
dividends or other distributions declared for such Fund. No shares have priority
or preference over any other shares of the same Fund with respect to
distributions. Distributions will be made from the assets of a Fund, and will be
paid ratably to all shareholders of the Fund (or class) according to the number
of shares of such Fund (or class) held by shareholders on the record date. The
amount of income dividends per share may vary between separate share classes of
the same Fund based upon differences in the way that expenses are allocated
between share classes pursuant to a multiple class plan.
VOTING RIGHTS. Shareholders are entitled to vote on a matter if: (i) a
shareholder vote is required under the 1940 Act; (ii) the matter concerns an
amendment to the Declaration of Trust that would adversely affect to a material
degree the rights and preferences of the shares of any Fund or any class of a
Fund; or (iii) the Trustees determine that it is necessary or desirable to
obtain a shareholder vote. The 1940 Act requires a shareholder vote under
various circumstances, including to elect or remove Trustees upon the written
request of shareholders representing 10% or more of a Fund's net assets, and to
change any fundamental policy of a Fund. Shareholders of each Fund receive one
vote for each dollar of net asset value owned on the record date, and a
fractional vote for each fractional dollar of net asset value owned on the
record date. However, only the shares of the Fund affected by a particular
matter are entitled to vote on that matter. Voting rights are non-cumulative and
cannot be modified without a majority vote.
LIQUIDATION RIGHTS. In the event of liquidation, shareholders will be
entitled to receive a pro rata share of the applicable Fund's net assets.
PREEMPTIVE RIGHTS. There are no preemptive rights associated with shares of
each Fund.
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CONVERSION RIGHTS. Shareholders of a Fund may convert their shares into
another class of shares of the same Fund upon the satisfaction of any then
applicable eligibility requirements.
REDEMPTION PROVISIONS. Each Fund's redemption provisions are described in
its current prospectuses and elsewhere in this Statement of Additional
Information.
SINKING FUND PROVISIONS. The Funds have no sinking fund provisions.
CALLS OR ASSESSMENT. Each Fund's shares, when issued, are fully paid and
non-assessable.
TAX STATUS OF THE FUNDS
Each Fund intends to continue to qualify as a "regulated investment company"
under Subchapter M of the Internal Revenue Code. This special tax status means
that a Fund will not be liable for federal tax on income and capital gains
distributed to shareholders. In order to preserve its tax status, each Fund must
comply with certain requirements. If a Fund fails to meet these requirements in
any taxable year, it will be subject to tax on its taxable income at corporate
rates, and all distributions from earnings and profits, including any
distributions of net tax-exempt income and net long-term capital gains, will be
taxable to shareholders as ordinary income. In addition, the Fund could be
required to recognize unrealized gains, pay substantial taxes and interest, and
make substantial distributions before regaining its tax status as a regulated
investment company.
INVESTMENT POLICIES
The following policies supplement each Fund's investment policies set forth in
the Prospectus for each Fund.
FUTURES CONTRACTS AND OPTIONS. Each Fund may enter into stock futures
contracts, options, and options on futures contracts for the following reasons:
to maintain cash reserves while simulating full investment, to facilitate
trading, to reduce transaction costs, or to seek higher investment returns when
a futures contract is priced more attractively than the underlying equity
security or index. Vanguard Calvert Social Index Fund's investments in futures
contracts and options will not be screened based on social or environmental
criteria. Futures contracts provide for the future sale by one party and
purchase by another party of a specified amount of a specific security at a
specified future time and at a specified price. Futures contracts which are
standardized as to maturity date and underlying financial instrument are traded
on national futures exchanges. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the Commodity Futures Trading Commission (CFTC), a
U.S. Government Agency. Assets committed to futures contracts will be segregated
to the extent required by law.
Although futures contracts by their terms call for actual delivery or
acceptance of the underlying securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery. Closing
out an open futures position is done by taking an opposite position ("buying" a
contract which has previously been "sold," "selling" a contract previously
purchased) in an identical contract to terminate the position. Brokerage
commissions are incurred when a futures contract is bought or sold.
Futures traders are required to make a good faith initial margin deposit in
cash or government securities with a broker or custodian to initiate and
maintain open positions in futures contracts. A margin deposit is intended to
assure completion of the contract (delivery or acceptance of the underlying
security) if it is not terminated prior to the specified delivery date. Minimal
initial margin requirements are established by the futures exchange and may be
changed. Brokers may establish deposit requirements which are higher than the
exchange minimums. Futures contracts are customarily purchased and sold on
margin that may range upward from less than 5% of the value of the contract
being traded.
After a futures contract position is opened, the value of the contract is
marked to market daily. If the futures contract price changes to the extent that
the margin on deposit does not satisfy margin requirements, payment of
additional "variation" margin will be required. Conversely, change in the
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<PAGE>
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. Each Fund
expects to earn interest income on its margin deposits.
Traders in futures contracts may be broadly classified as either "hedgers"
or "speculators." Hedgers use the futures markets primarily to offset
unfavorable changes in the value of securities otherwise held for investment
purposes or expected to be acquired by them. Speculators are less inclined to
own the securities underlying the futures contracts which they trade, and use
futures contracts with the expectation of realizing profits from fluctuations in
the market value of the underlying securities. Each Fund intends to use futures
contracts only for bona fide hedging purposes.
Regulations of the CFTC applicable to each Fund require that all of its
futures transactions constitute bona fide hedging transactions except to the
extent that the aggregate initial margins and premiums required to establish any
non-hedging positions do not exceed five percent of the value of the respective
Fund's portfolio. Each Fund will only sell futures contracts to protect
securities it owns against price declines or purchase contracts to protect
against an increase in the price of securities it intends to purchase. As
evidence of this hedging interest, each Fund expects that approximately 75% of
its futures contract purchases will be "completed"; that is, equivalent amounts
of related securities will have been purchased or are being purchased by each
Fund upon sale of open futures contracts.
Although techniques other than the sale and purchase of futures contracts
could be used to control the exposure of a Fund's income to fluctuations in the
market value of the underlying securities, the use of futures contracts may be a
more effective means of hedging this exposure. While the Funds will incur
commission expenses in both opening and closing out futures positions, these
costs are lower than transaction costs incurred in the purchase and sale of
portfolio securities.
RESTRICTIONS ON THE USE OF FUTURES CONTRACTS. Each Fund will not enter into
futures contract transactions to the extent that, immediately thereafter, the
sum of its initial margin deposits on open contracts exceeds 5% of the Fund's
total assets. In addition, each Fund will not enter into futures contracts to
the extent that its outstanding obligations to purchase securities under these
contracts would exceed 20% of the Fund's total assets.
RISK FACTORS IN FUTURES TRANSACTIONS. Positions in futures contracts may be
closed out only on an exchange which provides a secondary market for such
futures. However, there can be no assurance that a liquid secondary market will
exist for any particular futures contract at any specific time. Thus, it may not
be possible to close a futures position. In the event of adverse price
movements, each Fund would continue to be required to make daily cash payments
to maintain its required margin. In such situations, if the Fund has
insufficient cash, it may have to sell portfolio securities to meet daily margin
requirements at a time when it may be disadvantageous to do so. In addition,
each Fund may be required to make delivery of the instruments underlying futures
contracts it holds. The inability to close options and futures positions also
could have an adverse impact on the ability to effectively hedge. Each Fund will
minimize the risk that it will be unable to close out a futures contract by only
entering into futures contracts which are traded on national futures exchanges
and for which there appears to be a liquid secondary market.
The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if, at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount invested in the contract. However, because the futures
strategies of each Fund are engaged in only for hedging purposes, the
B-4
<PAGE>
investment advisers do not believe that the Funds are subject to the risks of
loss frequently associated with futures transactions. Each Fund would presumably
have sustained comparable losses if, instead of the futures contract, it had
invested in the underlying financial instrument and sold it after the decline.
Utilization of futures transactions by a Fund does involve the risk of
imperfect or no correlation where the securities underlying futures contracts
have different maturities than the portfolio securities being hedged. It is also
possible that a Fund could both lose money on futures contracts and experience a
decline in the value of its portfolio securities. There is also the risk of loss
by a Fund of margin deposits in the event of bankruptcy of a broker with whom
the Fund has an open position in a futures contract or related option.
Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond that limit. The daily limit governs only
price movement during a particular trading day and therefore does not limit
potential losses, because the limit may prevent the liquidation of unfavorable
positions. Futures contract prices have occasionally moved to the daily limit
for several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of future positions and subjecting some futures
traders to substantial losses.
FEDERAL TAX TREATMENT OF FUTURES CONTRACTS. Each Fund is required for
federal income tax purposes to recognize as income for each taxable year its net
unrealized gains and losses on futures contracts as of the end of the year as
well as those actually realized during the year. In these cases, any gain or
loss recognized with respect to a futures contract is considered to be 60%
long-term capital gain or loss and 40% short-term capital gain or loss, without
regard to the holding period of the contract. Gains and losses on certain other
futures contracts (primarily non-U.S. futures contracts) are not recognized
until the contracts are closed and are treated as long-term or short-term
depending on the holding period of the contract. Sales of futures contracts
which are intended to hedge against a change in the value of securities held by
each Fund may affect the holding period of such securities and, consequently,
the nature of the gain or loss on such securities upon disposition. The Funds
may be required to defer the recognition of losses on futures contracts to the
extent of any unrecognized gains on related positions held by the Funds.
In order for each Fund to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities, and gains from the sale of
securities or foreign currencies, or other income derived with respect to each
Fund's business of investing in securities or currencies. It is anticipated that
any net gain recognized on futures contracts will be considered qualifying
income for purposes of the 90% requirement.
Each Fund will distribute to shareholders annually any net capital gains
which have been recognized for federal income tax purposes (including unrealized
gains at the end of the Fund's fiscal year) on futures transactions. Such
distributions will be combined with distributions of capital gains realized on
the Fund's other investments and shareholders will be advised on the nature of
the transactions.
FOREIGN INVESTMENTS. Vanguard International Growth Fund seeks to diversify
its assets among various foreign stock markets and, with respect to 65% of its
total assets, will invest in the securities of at least three different
countries. Vanguard U.S. Growth Fund may invest up to 20% of its assets in
securities of foreign companies. Vanguard Calvert Social Index Fund may invest
in foreign securities to the extent necessary to carry out its investment
strategy of holding the stocks that comprise the index it tracks. Investors
should recognize that investing in foreign companies involves certain special
considerations which are not typically associated with investing in U.S.
companies.
CURRENCY RISK. Since the stocks of foreign companies are frequently
denominated in foreign currencies, and since the Funds may temporarily hold
uninvested reserves in bank deposits in
B-5
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foreign currencies, the Funds will be affected favorably or unfavorably by
changes in currency rates and in exchange control regulations, and may incur
costs in connection with conversions between various currencies. The investment
policies of Vanguard International Growth Fund and Vanguard Calvert Social Index
Fund permit it to enter into forward foreign currency exchange contracts in
order to hedge the Fund's holdings and commitments against changes in the level
of future currency rates. Such contracts involve an obligation to purchase or
sell a specific currency at a future date at a price set at the time of the
contract.
FEDERAL TAX TREATMENT OF NON-U.S. TRANSACTIONS. Special rules govern the
Federal income tax treatment of certain transactions denominated in terms of a
currency other than the U.S. dollar or determined by reference to the value of
one or more currencies other than the U.S. dollar. The types of transactions
covered by the special rules include the following: (i) the acquisition of, or
becoming the obligor under, a bond or other debt instrument (including, to the
extent provided in Treasury regulations, preferred stock); (ii) the accruing of
certain trade receivables and payables; and (iii) the entering into or
acquisition of any forward contract, futures contract, option or similar
financial instrument if such instrument is not marked to market. The disposition
of a currency other than the U.S. dollar by a U.S. taxpayer whose functional
currency is the U.S. dollar is also treated as a transaction subject to the
special currency rules. However, foreign currency-related regulated futures
contracts and nonequity options are generally not subject to the special
currency rules if they are or would be treated as sold for their fair market
value at year-end under the marking-to-market rules applicable to other futures
contracts unless an election is made to have such currency rules apply. With
respect to transactions covered by the special rules, foreign currency gain or
loss is calculated separately from any gain or loss on the underlying
transaction and is normally taxable as ordinary gain or loss. A taxpayer may
elect to treat as capital gain or loss foreign currency gain or loss arising
from certain identified forward contracts, futures contracts and options that
are capital assets in the hands of the taxpayer and which are not part of a
straddle. The Treasury Department issued regulations under which certain
transactions subject to the special currency rules that are part of a "section
988 hedging transaction" (as defined in the Internal Revenue Code of 1986, as
amended, and the Treasury regulations) will be integrated and treated as a
single transaction or otherwise treated consistently for purposes of the Code.
Any gain or loss attributable to the foreign currency component of a transaction
engaged in by a Fund which is not subject to the special currency rules (such as
foreign equity investments other than certain preferred stocks) will be treated
as capital gain or loss and will not be segregated from the gain or loss on the
underlying transaction. It is anticipated that some of the non-U.S.
dollar-denominated investments and foreign currency contracts the Funds may make
or enter into will be subject to the special currency rules described above.
FOREIGN TAX CREDIT. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may also
impose taxes on other payments or gains with respect to foreign securities. If,
at the close of its fiscal year, more than 50% of a Fund's total assets are
invested in securities of foreign issuers, the Fund may elect to pass through
foreign taxes paid, and thereby allow shareholders to take a tax credit or
deduction on their tax returns. If shareholders meet certain holding period
requirements with respect to Fund shares, an offsetting tax credit may be
available. If shareholders do not meet the holding period requirements, they may
still be entitled to a deduction for certain foreign taxes. In either case, a
shareholder's tax statement will show more taxable income or capital gains than
was actually distributed by the Fund, but will also show the amount of the
available offsetting credit or deduction.
A shareholder that is a nonresident alien for U.S. tax purposes may be
subject to adverse U.S. tax consequences. For example, dividends and short-term
capital gains paid by the Fund will generally be subject to U.S. federal
withholding tax at a rate of 30% (or lower treaty rate if applicable). Foreign
investors are urged to consult their tax advisers regarding the U.S. tax
treatment of ownership of shares in the Fund.
COUNTRY RISK. As foreign companies are not generally subject to uniform
accounting, auditing and financial reporting standards and practices comparable
to those applicable to domestic
B-6
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companies, there may be less publicly available information about certain
foreign companies than about domestic companies. Securities of some foreign
companies are generally less liquid and more volatile than securities of
comparable domestic companies. There is generally less government supervision
and regulation of stock exchanges, brokers and listed companies than in the U.S.
In addition, with respect to certain foreign countries, there is the possibility
of expropriation or confiscatory taxation, political or social instability, or
diplomatic developments which could affect U.S. investments in those countries.
Although the Funds will endeavor to achieve most favorable execution costs
in their portfolio transactions, fixed commissions on many foreign stock
exchanges are generally higher than negotiated commissions on U.S. exchanges. In
addition, it is expected that the expenses for custodian arrangements of the
Funds' foreign securities will be somewhat greater than the expenses for the
custodian arrangements for handling U.S. securities of equal value.
Certain foreign governments levy withholding taxes against dividend and
interest income. Although in some countries a portion of these taxes is
recoverable, the non-recovered portion of foreign withholding taxes will reduce
the income received from foreign companies held by the Funds. However, these
foreign withholding taxes are not expected to have a significant impact on the
Funds, since each Fund seeks long-term capital appreciation and any income
should be considered incidental.
TURNOVER RATE. While the turnover rate is not a limiting factor when
management deems changes appropriate, it is anticipated that the annual turnover
rate for each Fund will not normally exceed 100%. A rate of turnover of 100%
could occur, for example, if all of the securities held by a Fund are replaced
within a period of one year. The portfolio turnover rate for each Fund for each
of the fiscal years presented is set forth under "Financial Highlights," in each
Fund's Prospectus.
ILLIQUID SECURITIES. Each Fund may invest up to 15% of its net assets in
illiquid securities. Illiquid securities are securities that may not be sold or
disposed of in the ordinary course of business within seven business days at
approximately the value at which they are being carried on the Fund's books.
Each Fund may invest in restricted, privately placed securities that, under
the securities laws, may be sold only to qualified institutional buyers. Because
these securities can be resold only to qualified institutional buyers, or after
they have been held for a number of years, they may be considered illiquid
securities--meaning that they could be difficult for the Fund to convert to cash
if needed.
If a substantial market develops for a restricted security held by the
Fund, it will be treated as a liquid security, in accordance with procedures and
guidelines approved by the Fund's Board of Trustees. This generally includes
securities that are unregistered that can be sold to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of 1933 (the 1933
Act). While the Fund's investment adviser determines the liquidity of restricted
securities on a daily basis, the Board oversees and retains ultimate
responsibility for the adviser's decisions. Several factors that the Board
considers in monitoring these decisions include the valuation of a security, the
availability of qualified institutional buyers, and the availability of
information on the security's issuer.
REPURCHASE AGREEMENTS. Each Fund along with other members of the Vanguard
Group may invest in repurchase agreements with commercial banks, brokers or
dealers either for defensive purposes due to market conditions or to generate
income from its excess cash balances. A repurchase agreement is an agreement
under which the Fund acquires a fixed-income security (generally a security
issued by the U.S. Government or an agency thereof, a banker's acceptance or a
certificate of deposit) from a commercial bank, broker or dealer, subject to
resale to the seller at an agreed upon price and date (normally, the next
business day). A repurchase agreement may be considered a loan collateralized by
securities. The resale price reflects an agreed upon interest rate effective for
the period the instrument is held by the Fund and is unrelated to the interest
rate on the underlying instrument. In these transactions, the securities
acquired by the Fund (including accrued interest earned thereon) must have a
total value in excess of the value of the repurchase agreement
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and are held by a custodian bank until repurchased. In addition, the Trust's
Board of Trustees monitors repurchase agreement transactions generally and has
established guidelines and standards for review by the investment adviser of the
creditworthiness of any bank, broker or dealer party to a repurchase agreement.
The use of repurchase agreements involves certain risks. For example, if
the other party to the agreement defaults on its obligation to repurchase the
underlying security at a time when the value of the security has declined, the
Fund may incur a loss upon disposition of the security. If the other party to
the agreement becomes insolvent and subject to liquidation or reorganization
under the bankruptcy or other laws, a court may determine that the underlying
security is collateral for a loan by the Fund not within the control of the Fund
and therefore the realization by the Fund on such collateral may be
automatically stayed. Finally, it is possible that the Fund may not be able to
substantiate its interest in the underlying security and may be deemed an
unsecured creditor of the other party to the agreement. While the adviser
acknowledges these risks, it is expected that they will be controlled through
careful monitoring procedures.
LENDING OF SECURITIES. Each Fund may lend its investment securities to
qualified institutional investors (typically brokers, dealers, banks, or other
financial institutions) who need to borrow securities in order to complete
certain transactions, such as covering short sales, avoiding failures to deliver
securities or completing arbitrage operations. By lending its investment
securities, a Fund attempts to increase its net investment income through the
receipt of interest on the loan. Any gain or loss in the market price of the
securities loaned that might occur during the term of the loan would be for the
account of the Fund. The terms and the structure and the aggregate amount of
such loans must be consistent with the 1940 Act, and the Rules or
interpretations of the Commission thereunder. These provisions limit the amount
of securities a Fund may lend to 33 1/3% of the Fund's total assets, and require
that (a) the borrower pledge and maintain with the Fund collateral consisting of
cash, an irrevocable letter of credit or securities issued or guaranteed by the
United States Government having at all times not less than 100% of the value of
the securities loaned, (b) the borrower add to such collateral whenever the
price of the securities loaned rises (i.e., the borrower "marks to the market"
on a daily basis), (c) the loan be made subject to termination by the Fund at
any time, and (d) the Fund receive reasonable interest on the loan (which may
include the Fund's investing any cash collateral in interest bearing short-term
investments), any distribution on the loaned securities and any increase in
their market value. Loan arrangements made by each Fund will comply with all
other applicable regulatory requirements, including the rules of the New York
Stock Exchange, which presently require the borrower, after notice, to redeliver
the securities within the normal settlement time of three business days. All
relevant facts and circumstances, including the creditworthiness of the broker,
dealer or institution, will be considered in making decisions with respect to
the lending of securities, subject to review by the Trust's Board of Trustees.
At the present time, the Staff of the Commission does not object if an
investment company pays reasonable negotiated fees in connection with loaned
securities, so long as such fees are set forth in a written contract and
approved by the investment company's Trustees. In addition, voting rights pass
with the loaned securities, but if a material event will occur affecting an
investment on loan, the loan must be called and the securities voted.
VANGUARD INTERFUND LENDING PROGRAM. The Commission has issued an exemptive
order permitting the Funds and other Vanguard funds to participate in Vanguard's
interfund lending program. This program allows the Vanguard funds to borrow
money from and loan money to each other for temporary or emergency purposes. The
program is subject to a number of conditions, including the requirement that no
fund may borrow or lend money through the program unless it receives a more
favorable interest rate than is available from a typical bank for a comparable
transaction. In addition, a Vanguard fund may participate in the program only if
and to the extent that such participation is consistent with the fund's
investment objective and other investment policies. The
B-8
<PAGE>
Boards of Trustees of the Vanguard funds are responsible for ensuring that the
interfund lending program operates in compliance with all conditions of the
Commission's exemptive order.
TEMPORARY INVESTMENTS. The Funds may take temporary investment measures
that are inconsistent with the Funds' normal fundamental or non-fundamental
investment policies and strategies in response to adverse market, economic,
political or other conditions. Such measures could include investments in (a)
highly liquid short-term fixed income securities issued by or on behalf of
municipal or corporate issuers, obligations of the U.S. Government and its
agencies, commercial paper, and bank certificates of deposit; (b) shares of
other investment companies which have investment objectives consistent with
those of the Fund; (c) repurchase agreements involving any such securities; and
(d) other money market instruments. There is no limit on the extent to which the
Funds may take temporary defensive measures. In taking such measures, each Fund
may fail to achieve its investment objective.
YIELD AND TOTAL RETURN
The yield of Vanguard U.S. Growth Fund for the 30-day period ended August 31,
1999, was 0.32%.
The average annual total return of each Fund for certain periods ended
August 31, 1999, is set forth below:
1 YEAR 5 YEARS 10 YEARS
ENDED ENDED ENDED
8/31/1999 8/31/1999 8/31/1999
---------- ----------- -----------
Vanguard U.S. Growth Fund +37.38% +26.12% +18.21%
Vanguard International Growth Fund +21.70% +9.85% +8.98%
Vanguard Calvert Social Index Fund N/A N/A N/A
AVERAGE ANNUAL TOTAL RETURN
Average annual total return is the average annual compounded rate of return for
the periods of one year, five years, ten years or the life of the Fund, all
ended on the last day of a recent month. Average annual total return quotations
will reflect changes in the price of the Fund's shares and assume that all
dividends and capital gains distributions during the respective periods were
reinvested in Fund shares. Average annual total return is calculated by finding
the average annual compounded rates of return of a hypothetical investment over
such periods according to the following formula (average annual total return is
then expressed as a percentage):
T = (ERV/P)1/N-1
Where:
T =average annual total return
P =a hypothetical initial investment of $1,000
n =number of years
ERV =ending redeemable value: ERV is the value, at the end
of the applicable period, of a hypothetical $1,000
investment made at the beginning of the applicable
period.
AVERAGE ANNUAL AFTER-TAX TOTAL RETURN QUOTATION
We calculate the Fund's average annual after-tax total return by finding the
average annual compounded rate of return over the 1-, 5-, and 10-year periods
(or for periods of the Fund's
B-9
<PAGE>
operations) that would equate the initial amount invested to the after-tax
value, according to the following formulas:
After-tax return:
P (1+T)N=ATV
Where:
P =a hypothetical initial payment of $1,000
T =average annual after-tax total return
n =number of years
ATV =after-tax value at the end of the 1-,5-, or 10-year
periods of a hypothetical $1,000 payment made at the
beginning of the time period, assuming no liquidation
of the investment at the end of the measurement
periods.
Instructions:
1. Assume all distributions by the Fund are reinvested--less the taxes due on
such distributions--at the price on the reinvestment dates during the
period. Adjustments may be made for subsequent re-characterizations of
distributions.
2. Calculate the taxes due on distributions by the Fund by applying the
highest federal marginal tax rates to each component of the distributions
on the reinvestment date (e.g., ordinary income, short-term capital gain,
long-term capital gain, etc.). For periods after December 31, 1997, the
federal marginal tax rates used for the calculations are 39.6% for ordinary
income and short-term capital gains and 20% for long-term capital gains.
Note that the applicable tax rates may vary over the measurement period.
Assume no taxes are due on the portions of any distributions classified as
exempt interest or non-taxable (i.e. return of capital). Ignore any
potential tax liabilities other than federal tax liabilities (e.g., state
and local taxes).
3. Include all recurring fees that are charged to all shareholder accounts.
For any account fees that vary with the size of the account, assume an
account size equal to the Fund's mean (or median) account size. Assume that
no additional taxes or tax credits result from any redemption of shares
required to pay such fees.
4. State the total return quotation to the nearest hundreth of one percent.
CUMULATIVE TOTAL RETURN
Cumulative total return is the cumulative rate of return on a hypothetical
initial investment of $1,000 for a specified period. Cumulative total return
quotations reflect changes in the price of the Fund's shares and assume that all
dividends and capital gains distributions during the period were reinvested in
Fund shares. Cumulative total return is calculated by finding the cumulative
rates of a return of a hypothetical investment over such periods, according to
the following formula (cumulative total return is then expressed as a
percentage):
C = (ERV/P)-1
Where:
C =cumulative total return
P =a hypothetical initial investment of $1,000
ERV =ending redeemable value: ERV is the value, at the end
of the applicable period, of a hypothetical $1,000
investment made at the beginning of the applicable
period.
SEC YIELDS
Yield is the net annualized yield based on a specified 30-day (or one month)
period assuming semiannual compounding of income. Yield is calculated by
dividing the net investment income per share earned during the period by the
maximum offering price per share on the last day of the period, according to the
following formula:
B-10
<PAGE>
YIELD = 2[((A-B)/CD+1)6-1]
Where:
a =dividends and interest earned during the period.
b =expenses accrued for the period (net of reimbursements).
c =the average daily number of shares outstanding during
the period that were entitled to receive dividends.
d =the maximum offering price per share on the last day of
the period.
SHARE PRICE
Each Fund's share price, or "net asset value" per share, is calculated by
dividing the total assets of each Fund, less all liabilities, by the total
number of shares outstanding. The net asset value for each share class of a Fund
is calculated by dividing the net assets attributable to each share class by the
total number of shares outstanding for that share class. The net asset value is
determined as of the close of the New York Stock Exchange (the Exchange)
generally 4:00 p.m. Eastern time on each day the Exchange is open for trading.
Portfolio securities for which market quotations are readily available
(includes those securities listed on national securities exchanges, as well as
those quoted on the NASDAQ Stock Market) will be valued at the last quoted sales
price on the day the valuation is made. Such securities which are not traded on
the valuation date are valued at the mean of the bid and ask prices. Price
information on exchange-listed securities is taken from the exchange where the
security is primarily traded. Securities may be valued on the basis of prices
provided by a pricing service when such prices are believed to reflect the fair
market value of such securities.
Short-term instruments (those acquired with remaining maturities of 60 days
or less) may be valued at cost, plus or minus any amortized discount or premium,
which approximates market value.
Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. The prices provided by a pricing
service may be determined without regard to bid or last sale prices of each
security, but take into account institutional-size transactions in similar
groups of securities as well as any developments related to specific securities.
Foreign securities are valued at the last quoted sales price, or the most
recently determined closing price calculated according to local market
convention, available at the time a Fund is valued. Prices are obtained from the
broadest and most representative market on which the securities trade. If events
which materially affect the value of each Fund's investments occur after the
close of the securities markets on which such securities are primarily traded,
those investments may be valued by such methods as the Board of Trustees deems
in good faith to reflect fair value.
In determining each Fund's net asset value per share, all assets and
liabilities initially expressed in foreign currencies will be converted into
U.S. dollars using the officially quoted daily exchange rates used by Morgan
Stanley Capital International in calculating various benchmarking indices. This
officially quoted exchange rate may be determined prior to or after the close of
a particular securities market. If such quotations are not available, the rate
of exchange will be determined in accordance with policies established in good
faith by the Board of Trustees.
Other assets and securities for which no quotations are readily available
or which are restricted as to sale (or resale) are valued by such methods as the
Board of Trustees deems in good faith to reflect fair value.
The share price for each Fund can be found daily in the mutual fund
listings of most major newspapers under the heading of Vanguard Funds.
B-11
<PAGE>
PURCHASE OF SHARES
The purchase price of shares of each Fund is the net asset value per share next
determined after the order is received. The net asset value per share is
calculated as of the close of the New York Stock Exchange on each day the
Exchange is open for business. An order received prior to the close of the
Exchange will be executed at the price computed on the date of receipt; and an
order received after the close of the Exchange will be executed at the price
computed on the next day the Exchange is open.
Each Fund reserves the right in its sole discretion (i) to suspend the
offering of its shares, (ii) to impose a transaction fee on a purchase of a
Fund's shares if the purchase, in the opinion of Vanguard, would disrupt the
efficient management of the Fund, (iii) to reject purchase orders when in the
judgment of management such rejection is in the best interest of each Fund, and
(iv) to reduce or waive the minimum investment for or any other restrictions on
initial and subsequent investments for certain fiduciary accounts such as
employee benefit plans or under circumstances where certain economies can be
achieved in sales of a Fund's shares.
TRADING SHARES THROUGH CHARLES SCHWAB
Each Fund has authorized Charles Schwab & Co., Inc. (Schwab) to accept on its
behalf purchase and redemption orders under certain terms and conditions. Schwab
is also authorized to designate other intermediaries to accept purchase and
redemption orders on each Fund's behalf subject to those terms and conditions.
Under this arrangement, the Fund will be deemed to have received a purchase or
redemption order when Schwab or, if applicable, Schwab's authorized designee,
accepts the order in accordance with each Fund's instructions. Customer orders
that are properly transmitted to each Fund by Schwab, or if applicable, Schwab's
authorized designee, will be priced as follows:
Orders received by Schwab before 3 p.m. Eastern time on any business day,
will be sent to Vanguard that day and your share price will be based on the
Fund's net asset value calculated at the close of trading that day. Orders
received by Schwab after 3 p.m. Eastern time, will be sent to Vanguard on the
following business day and your share price will be based on the Fund's net
asset value calculated at the close of trading that day.
REDEMPTION OF SHARES
The Funds may suspend redemption privileges or postpone the date of payment (i)
during any period that the New York Stock Exchange is closed, or trading on the
Exchange is restricted as determined by the Commission, (ii) during any period
when an emergency exists as defined by the Commission as a result of which it is
not reasonably practicable for a Fund to dispose of securities owned by it, or
fairly to determine the value of its assets, and (iii) for such other periods as
the Commission may permit.
The Funds have made an election with the Commission to pay in cash all
redemptions requested by any shareholder of record limited in amount during any
90-day period to the lesser of $250,000 or 1% of the net assets of the Fund at
the beginning of such period.
No charge is made by a Fund for redemptions. Shares redeemed may be worth
more or less than what was paid for them, depending on the market value of the
securities held by the Fund.
If the Board of Trustees determines that it would be detrimental to the
best interests of the remaining shareholders of a Fund to make payment wholly or
partly in cash, a Fund may pay the redemption price in whole or in part by a
distribution in kind of readily marketable securities held by the Fund in lieu
of cash in conformity with applicable rules of the Commission. Investors may
incur brokerage charges on the sale of such securities so received in payment of
redemptions.
SIGNATURE GUARANTEES. To protect your account, the Funds and Vanguard from
fraud, signature guarantees are required for certain redemptions. Signature
guarantees enable the Funds to verify the identity of a person who has
authorized a redemption from your account. Signature guarantees are required in
connection with: (1) all redemptions, regardless of the amount involved,
B-12
<PAGE>
when the proceeds are to be paid to someone other than the registered owner(s);
and (2) share transfer requests. These requirements are not applicable to
redemptions in Vanguard's prototype plans except in connection with: (1)
distributions made when the proceeds are to be paid to someone other than the
plan participant; (2) certain authorizations to effect exchanges by telephone;
and (3) when proceeds are to be wired. These requirements may be waived by the
Funds in certain instances.
Signature guarantees can be obtained from a bank, broker or any other
guarantor that Vanguard deems acceptable. Notaries public are not acceptable
guarantors.
The signature guarantees must appear either: (1) on the written request for
redemption; (2) on a separate instrument for assignment (stock power) which
should specify the total number of shares to be redeemed; or (3) on all stock
certificates tendered for redemption and, if shares held by the Fund are also
being redeemed, on the letter or stock power.
FUNDAMENTAL INVESTMENT LIMITATIONS
Each Fund is subject to the following fundamental investment limitations, which
cannot be changed in any material way without the approval of the holders of a
majority of the affected Fund's shares. For these purposes, a "majority" of
shares means shares representing the lesser of: (i) 67% or more of the votes
cast to approve a change so long as shares representing more than 50% of the
Fund's net asset value are present or represented by proxy; or (ii) more than
50% of the Fund's net asset value.
BORROWING. Each Fund may not borrow money, except for temporary or
emergency purposes in an amount not exceeding 15% of the Fund's net assets. Each
Fund may borrow money through banks, or Vanguard's interfund lending program
only, and must comply with all applicable regulatory conditions. Each Fund may
not make any additional investments whenever its outstanding borrowings exceed
5% of net assets.
COMMODITIES. Each Fund may not invest in commodities, except that each Fund
may invest in stock futures contracts, stock options, and options on stock
futures contracts and, in the case of Vanguard International Growth Fund and
Vanguard Calvert Social Index Fund, foreign currency futures contracts and
options. No more than 5% of a Fund's total assets may be used as initial margin
deposit for futures contracts, and no more than 20% of a Fund's total assets may
be invested in futures contracts or options at any time.
DIVERSIFICATION. With respect to 75% of its total assets, Vanguard U.S.
Growth Fund and Vanguard International Growth Fund may not: (i) purchase more
than 10% of the outstanding voting securities of any one issuer, or (ii)
purchase securities of any issuer if, as a result, more than 5% of the Fund's
total assets would be invested in that issuer's securities. This limitation does
not apply to obligations of the United States Government, its agencies, or
instrumentalities. Vanguard Calvert Social Index Fund will limit the aggregate
value of all holdings (except U.S. Government and cash items, as defined under
subchapter M of the Internal Revenue Code (the "Code")), each of which exceeds
5% of the Fund's total assets, to an aggregate of 50% of such assets.
Additionally, the Fund will limit the aggregate value of holdings of a single
issuer (except U.S. Government and cash items, as defined in the Code) to a
maximum of 25% of the Fund's total assets.
ILLIQUID SECURITIES. Each Fund may not acquire any security if, as a
result, more than 15% of its net assets would be invested in securities that are
illiquid.
INDUSTRY CONCENTRATION. Each Fund may not invest more than 25% of its total
assets in any one industry.
INVESTING FOR CONTROL. Each Fund may not invest in a company for the
purpose of controlling its management.
INVESTMENT COMPANIES. Each Fund may not invest in any other investment
company, except through a merger, consolidation or acquisition of assets, or to
the extent permitted by Section 12 of
B-13
<PAGE>
the 1940 Act. Investment companies whose shares the Fund acquires pursuant to
Section 12 must have investment objectives and investment policies consistent
with those of the Fund.
LOANS. Each Fund may not lend money to any person except by purchasing
fixed income securities that are publicly distributed, lending its portfolio
securities, or through Vanguard's interfund lending program
MARGIN. Each Fund may not purchase securities on margin or sell securities
short, except as permitted by the Funds' investment policies relating to
commodities.
PLEDGING ASSETS. Each Fund may not pledge, mortgage or hypothecate more
than 15% of its net assets.
REAL ESTATE. Each Fund may not invest directly in real estate, although it
may invest in securities of companies that deal in real estate and bonds secured
by real estate.
SENIOR SECURITIES. Each Fund may not issue senior securities, except in
compliance with the 1940 Act.
UNDERWRITING. Each Fund may not engage in the business of underwriting
securities issued by other persons. The Fund will not be considered an
underwriter when disposing of its investment securities.
None of these limitations prevents the Fund from participating in The
Vanguard Group (Vanguard). Because each Fund is a member of Vanguard, each Fund
may own securities issued by Vanguard, make loans to Vanguard, and contribute to
Vanguard's costs or other financial requirements. See "Management of the Funds"
for more information.
The investment limitations set forth above are considered at the time
investment securities are purchased. If a percentage restriction is adhered to
at the time the investment is made, a later increase in percentage resulting
from a change in the market value of assets will not constitute a violation of
such restriction.
MANAGEMENT OF THE FUNDS
OFFICERS AND TRUSTEES
The officers of the Funds manage its day-to-day operations and are responsible
to the Funds Board of Trustees. The Trustees set broad policies for each Fund
and choose its officers. The following is a list of the Trustees and officers of
the Funds and a statement of their present positions and principal occupations
during the past five years. As a group, the Funds Trustees and officers own less
than 1% of the outstanding shares of each Fund. Each Trustee also serves as a
Director of The Vanguard Group, Inc., and as a Trustee of each of the 103 funds
administered by Vanguard (102 in the case of Mr. Malkiel and 93 in the case of
Mr. MacLaury). The mailing address of the Trustees and officers of the Trust is
Post Office Box 876, Valley Forge, PA 19482.
JOHN J. BRENNAN, (DOB: 7/29/1954) Chairman, Chief Executive Officer &
Trustee*
Chairman, Chief Executive Officer and Director of The Vanguard Group, Inc., and
Trustee of each of the investment companies in The Vanguard Group.
JOANN HEFFERNAN HEISEN, (DOB: 1/25/1950) Trustee
Vice President, Chief Information Officer, and member of the Executive Committee
of Johnson & Johnson (Pharmaceuticals/Consumer Products), Director of Johnson &
Johnson*MERCK Consumer Pharmaceuticals Co., The Medical Center at Princeton, and
Women's Research and Education Institute.
BRUCE K. MACLAURY, (DOB: 5/7/1931) Trustee
President Emeritus of The Brookings Institution (Independent Non-Partisan
Research Organization); Director of American Express Bank, Ltd., The St. Paul
Companies, Inc. (Insurance and Financial Services), and National Steel Corp.
B-14
<PAGE>
BURTON G. MALKIEL, (DOB: 8/28/1932) Trustee
Chemical Bank Chairman's Professor of Economics, Princeton University; Director
of Prudential Insurance Co. of America, Banco Bilbao Gestinova, Baker Fentress &
Co. (Investment Management), The Jeffrey Co. (Holding Company), and Select
Sector SPDR Trust (Exchange-Traded Mutual Fund).
ALFRED M. RANKIN, JR., (DOB: 10/8/1941) Trustee
Chairman, President, Chief Executive Officer, and Director of NACCO Industries
(Machinery/Coal/ Appliances); and Director of The BFGoodrich Co. (Aircraft
Systems/Manufacturing/Chemicals).
JOHN C. SAWHILL, (DOB: 6/12/1936) Trustee
President and Chief Executive Officer of The Nature Conservancy (Non-Profit
Conservation Group); Director of Pacific Gas and Electric Co., Procter & Gamble
Co., NACCO Industries (Machinery/Coal/ Appliances), and Newfield Exploration Co.
(Energy); formerly, Director and Senior Partner of McKinsey & Co., and President
of New York University.
JAMES O. WELCH, JR., (DOB: 5/13/1931) Trustee
Retired Chairman of Nabisco Brands, Inc. (Food Products); retired Vice Chairman
and Director of RJR Nabisco (Food and Tobacco Products); Director of TECO
Energy, Inc., and Kmart Corp.
J. LAWRENCE WILSON, (DOB: 3/2/1936) Trustee
Retired Chairman of Rohm & Haas Co. (Chemicals); Director of Cummins Engine Co.
(Diesel Engine Company), and The Mead Corp. (Paper Products); and Trustee of
Vanderbilt University.
RAYMOND J. KLAPINSKY, (DOB: 12/7/1938) Secretary*
Managing Director of The Vanguard Group, Inc.; Secretary of The Vanguard Group,
Inc. and of each of the investment companies in The Vanguard Group.
THOMAS J. HIGGINS, (DOB: 5/21/1957) Treasurer*
Principal of The Vanguard Group, Inc.; Treasurer of each of the investment
companies in The Vanguard Group.
ROBERT D. SNOWDEN, (DOB: 9/14/1961) Controller*
Principal of The Vanguard Group, Inc.; Controller of each of the investment
companies in The Vanguard Group.
*Officers of the Trust are "interested persons" as defined in the Act.
THE VANGUARD GROUP
Each Fund is a member of The Vanguard Group of Investment Companies which
consists of more than 100 funds. Through their jointly-owned subsidiary, The
Vanguard Group, Inc. (Vanguard), the Funds and the other funds in the Vanguard
Group obtain at-cost virtually all of their corporate management, administrative
and distribution services. Vanguard also provides investment advisory services
on an at-cost basis to several of the funds.
Vanguard employs a supporting staff of management and administrative
personnel needed to provide the requisite services, furnishings and equipment.
Each fund pays its share of Vanguard's total expenses which are allocated among
the funds under methods approved by the Board of Trustees of each fund. In
addition, each fund bears its own direct expenses such as legal, auditing and
custodian fees. In order to generate additional revenues for Vanguard and
thereby reduce the funds' expenses, Vanguard also provides certain
administrative services to other organizations.
Each fund's officers are also officers and employees of Vanguard. No
officer or employee owns, or is permitted to own, any securities of any external
adviser for the funds.
Vanguard and each Fund's adviser have adopted Code of Ethics designed to
prevent employees who may have access to nonpublic information about the trading
activities of the Funds (access
B-15
<PAGE>
persons) from profiting from that information. The Codes permit access persons
to invest in securities for their own accounts, including securities that may be
held by the Funds, but place substantive and procedural restrictions on their
trading activities. For example, the Codes require that access persons receive
advance approval for every securities trade to ensure that there is no conflict
with the trading activities of the Funds.
Vanguard was established and operates under an Amended and Restated Funds'
Service Agreement which was approved by the shareholders of each of the funds.
The amounts which each of the funds have invested are adjusted from time to time
in order to maintain the proportionate relationship between each fund's relative
net assets and its contribution to Vanguard's capital. At August 31, 1999, each
fund had contributed capital to Vanguard representing 0.02% of each Fund's net
assets. The total amount contributed by the Funds was $5,111,000, which
represented 5.1% of Vanguard's capitalization. The Amended and Restated Funds'
Service Agreement provides as follows: (a) each Vanguard fund may be called upon
to invest up to 0.40% of its current assets in Vanguard, and (b) there is no
other limitation on the dollar amount each Vanguard fund may contribute to
Vanguard's capitalization.
MANAGEMENT. Corporate management and administrative services include: (1)
executive staff; (2) accounting and financial; (3) legal and regulatory; (4)
shareholder account maintenance; (5) monitoring and control of custodian
relationships; (6) shareholder reporting; and (7) review and evaluation of
advisory and other services provided to the Funds by third parties.
DISTRIBUTION. Vanguard Marketing Corporation, a wholly-owned subsidiary of
The Vanguard Group, Inc., provides all distribution and marketing activities for
the funds in the Group. The principal distribution expenses are for advertising,
promotional materials, and marketing personnel. Distribution services may also
include organizing and offering to the public, from time to time, one or more
new investment companies which will become members of The Vanguard Group. The
Trustees and officers of Vanguard determine the amount to be spent annually on
distribution activities, the manner and amount to be spent on each fund, and
whether to organize new investment companies.
One half of the distribution expenses of a marketing and promotional nature
is allocated among Vanguard funds based upon relative net assets. The remaining
one half of those expenses is allocated among the funds based upon each fund's
sales for the preceding 24 months relative to the total sales of the funds as a
Group, provided, however, that no fund's aggregate quarterly rate of
contribution for distribution expenses of a marketing and promotional nature
shall exceed 125% of the average distribution expense rate for The Vanguard
Group, and that no fund shall incur annual distribution expenses in excess of of
1% of its average month-end net assets.
During the last three fiscal years, the Funds incurred the following
approximate amounts of The Vanguard Group's management (including transfer
agency), distribution, and marketing expenses.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FUND FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED
8/31/1997 8/31/ 1998 8/31/1999
- ----------------------------------------------------------------------------------------------------------
U.S. Growth Fund $16,574,000 $24,303,000 $36,880,000
International Growth Fund 19,620,000 25,651,000 29,133,000
Calvert Social Index Fund N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------
</TABLE>
INVESTMENT ADVISORY SERVICES. Vanguard provides investment advisory
services to Vanguard Calvert Social Index Fund and several other Vanguard funds.
These services are provided on an at-cost basis from a money management staff
employed directly by Vanguard. The compensation and other expenses of this staff
are paid by the funds utilizing these services.
TRUSTEE COMPENSATION
The same individuals serve as Trustees of all Vanguard funds (with two
exceptions, which are noted in the table appearing on page B-17), and each fund
pays a proportionate share of the Trustees'
B-16
<PAGE>
compensation. The funds employ their officers on a shared basis, as well.
However, officers are compensated by The Vanguard Group, Inc., not the funds.
INDEPENDENT TRUSTEES. The funds compensate their independent Trustees--that
is, the ones who are not also officers of the funds--in three ways:
. The independent Trustees receive an annual fee for their service to the funds,
which is subject to reduction based on absences from scheduled Board meetings.
. The independent Trustees are reimbursed for the travel and other expenses that
they incur in attending Board meetings.
. Upon retirement, the independent Trustees receive an aggregate annual fee of
$1,000 for each year served on the Board, up to fifteen years of service. This
annual fee is paid for ten years following retirement, or until each Trustee's
death.
"INTERESTED" TRUSTEES. Mr. Brennan serves as a Trustee, but is not paid in
this capacity. He is however, paid in his role as officer of The Vanguard Group,
Inc.
COMPENSATION TABLE. The following table provides compensation details for
each of the Trustees. We list the amounts paid as compensation and accrued as
retirement benefits by each Fund for each Trustee. In addition, the table shows
the total amount of benefits that we expect each Trustee to receive from all
Vanguard funds upon retirement, and the total amount of compensation paid to
each Trustee by all Vanguard funds. All information shown is for the fiscal year
ended August 31, 1999.
<TABLE>
<CAPTION>
TRUSTEES COMPENSATION TABLE
<S> <C> <C> <C> <C>
PENSION OR
RETIREMENT TOTAL
BENEFITS COMPENSATION
AGGREGATE ACCRUED AS ESTIMATED FROM ALL
COMPENSATION PART OF THESE ANNUAL VANGUARD
FROM THESE FUNDS' BENEFITS UPON FUNDS PAID TO
NAMES OF TRUSTEES FUNDS(1) EXPENSES(1) RETIREMENT TRUSTEES(2)
- ---------------------------------------------------------------------------------------------------------------
John C. Bogle (3). . . . None None None None
John J. Brennan . . . None None None None
Barbara Barnes Hauptfuhrer(4). . . $1,477 $187 $15,000 $0
JoAnn Heffernan Heisen $4,430 $244 $15,000 $80,000
Bruce K. MacLaury . . $4,590 $413 $12,000 $75,000
Burton G. Malkiel . . $4,462 $404 $15,000 $80,000
Alfred M. Rankin, Jr. $4,430 $295 $15,000 $80,000
John C. Sawhill . . . $4,430 $374 $15,000 $80,000
James O. Welch, Jr. . $4,430 $432 $15,000 $80,000
J. Lawrence Wilson. . $4,430 $312 $15,000 $80,000
</TABLE>
(1) The amounts shown in this column are based on the Funds' fiscal year ended
October 31, 1999.
(2) The amounts reported in this column reflect the total compensation paid to
each Trustee for his or her service as Trustee of 103 Vanguard funds (102
in the case of Mr. Malkiel; 93 in the case of Mr. MacLaury) for the 1999
calendar year.
(3) Mr. Bogle has retired from the Funds' Board, effective December 31, 1999.
(4) Mrs. Hauptfuhrer has retired from the Funds' Board, effective December 31,
1998.
B-17
<PAGE>
INVESTMENT ADVISORY SERVICES
VANGUARD U.S. GROWTH FUND INVESTMENT ADVISORY AGREEMENT
The Fund entered into an investment advisory agreement with Lincoln Capital
Management Company (Lincoln), under which Lincoln manages the investment and
reinvestment of the assets included in Vanguard U.S. Growth Fund and
continuously reviews, supervises and administers the Fund. Lincoln will invest
or reinvest such assets primarily in U.S. securities. Lincoln discharges its
responsibilities subject to the control of the officers and Trustees of the
Fund. Under this agreement the Fund pays Lincoln an advisory fee at the end of
each fiscal quarter, calculated by applying a quarterly rate, based on the
following annual percentage rates, to the Fund's average month-end net assets
for the quarter:
NET ASSETS RATE
---------- ----
First $25 million............... .40%
Next $125 million............... .35%
Next $350 million............... .25%
Next $500 million............... .20%
Next $1.5 billion............... .15%
Next $12.5 billion.............. .10%
Over $15 billion................ .08%
For the fiscal years ended August 31, 1997, 1998, and 1999, the Fund
incurred advisory fees of $8,475,000, $11,377,000, and $16,307,000 respectively.
DESCRIPTION OF LINCOLN
Lincoln is an Illinois corporation in which a controlling interest is held by
the following persons: Timothy H. Ubben, Chairman; J. Parker Hall III, Chief
Executive Officer; Kenneth R. Meyer, President; Ray B. Zemon, Executive Vice
President; David M. Fowler, Executive Vice President; Richard W. Knee, Executive
Vice President; and Jay H. Freedman, Executive Vice President.
The agreement with Lincoln is renewable for successive one-year periods,
only if each renewal is specifically approved by a vote of the Fund's Board of
Trustees, including the affirmative votes of a majority of the Trustees who are
not parties to the agreement or "interested persons" (as defined in the 1940
Act) of any such party, cast in person at a meeting called for the purpose of
considering such approval. The agreement is automatically terminated if
assigned, and may be terminated without penalty at any time (1) by vote of the
Board of Trustees of the Fund on sixty (60) days' written notice to Lincoln, or
(2) by Lincoln upon ninety (90) days' written notice to the Fund.
The Trustees may make any of these changes without the approval of
shareholders, however, any such change will be communicated to shareholders in
writing.
VANGUARD INTERNATIONAL GROWTH FUND INVESTMENT ADVISORY AGREEMENT
Vanguard International Growth Fund has entered into an investment advisory
agreement with Schroder Investment Management North America, Inc. (Schroder) to
manage the investment and reinvestment of Fund's assets and to continuously
review, supervise, and administer Vanguard International Growth Fund's
investment program. In this regard, it is the responsibility of Schroder to make
decisions relating to the Fund's investment in foreign securities and to place
the Fund's purchase and sale orders for such securities. Schroder will invest or
reinvest the assets of the Fund only in foreign (non-U.S.) securities. Schroder
discharges its responsibilities subject to the control of the officers and
Trustees of the Trust.
B-18
<PAGE>
As compensation for the services rendered by Schroder under the agreement,
the Fund pays Schroder a basic fee at the end of each fiscal quarter calculated
by applying a quarterly rate, based on the following annual percentage rates, to
the average month-end net assets of the Fund for the quarter:
NET ASSETS RATE
---------- ----
First $50 million............... .350%
Next $950 million............... .175%
Over $1 billion................. .125%
The Basic Fee, as provided above, shall be increased or decreased by
applying an adjustment formula based on the investment performance of Vanguard
International Growth Fund relative to that of the Morgan Stanley Capital
International Europe, Australasia, Far East (MSCI EAFE) Index as follows:
(a) On assets of the Fund of $1 billion or less:
THREE-YEAR PERFROMANCE
DIFFERENTIAL VS. MSCI ANNUAL INCENTIVE (+)/
EAFE INDEX PENALTY (-) FEE RATE
- --------------------------------------------------------------------------------
+12% or above +0.0750%
Between +6% and +12% +0.0375%
Between +6% and -6% -0-
Between -6% and -12% -0.0375%
-12% and below -0.0750%
(b) On assets of the Fund of more than $1 billion:
THREE-YEAR PERFROMANCE
DIFFERENTIAL VS. MSCI ANNUAL INCENTIVE (+)/
EAFE INDEX PENALTY (-) FEE RATE
- --------------------------------------------------------------------------------
+12% or above +0.0500%
Between +6% and +12% +0.0250%
Between +6% and -6% -0-
Between -6% and -12% -0.0250%
-12% and below -0.0500%
The incentive/penalty fee adjustment for assets in excess of $1 billion was
not fully operable until the quarter ended February 29, 1996, and, until that
date, was calculated according to certain transition rules. From April 1, 1993
through November 30, 1993, the incentive/penalty fee on assets in excess of $1
billion was not operable. For quarters ending after this period, the
incentive/penalty fee adjustment on assets in excess of $1 billion has been
computed based on a comparison of the investment performance of the Fund and
that of the MSCI EAFE Index over the number of months that have elapsed between
March 1, 1993 and the end of the quarter for which the fee is computed.
For the purpose of determining the fee adjustment for investment
performance, as described above, the net assets of Vanguard International Growth
Fund are averaged over the same period as the investment performance of the Fund
and the investment record of the MSCI EAFE Index are computed.
The investment performance of Vanguard International Growth Fund for such
period, expressed as a percentage of the net asset value per share of the Fund
at the beginning of such period, shall
B-19
<PAGE>
be the sum of: (i) the change in the net asset value per share of the Fund
during such period; (ii) the value of the cash distributions per share of the
Fund accumulated to the end of such period; and (iii) the value of capital gains
taxes per share paid or payable by the Fund on undistributed realized long-term
capital gains accumulated to the end of such period. For this purpose, the value
of distributions per share of realized capital gains, of dividends per share
paid from investment income and of capital gains taxes per share paid or payable
on undistributed realized long-term capital gains shall be treated as reinvested
in shares of the Fund at the net asset value per share in effect at the close of
business on the record date for the payment of such distributions and dividends
and the date on which provision is made for such taxes, after giving effect to
such distributions, dividends and taxes. The investment record of the MSCI EAFE
Index for any period, expressed as a percentage of the MSCI EAFE Index level at
the beginning of such period, shall be the sum of (i) the change in the level of
the MSCI EAFE Index during such period and (ii) the value, computed consistently
with the MSCI EAFE Index, of cash distributions made by companies whose
securities comprise the MSCI EAFE Index accumulated to the end of such period.
For this purpose cash distributions on the securities which comprise the MSCI
EAFE Index shall be treated as reinvested in the MSCI EAFE Index at least as
frequently as the end of each calendar quarter following the payment of the
dividend. The foregoing notwithstanding, any computation of the investment
performance of the Fund and the investment record of the MSCI EAFE Index shall
be in accordance with any then applicable rules of the Commission.
The Trustees believe that the MSCI EAFE Index is an appropriate standard
against which the investment performance of Vanguard International Growth Fund
can be measured. The MSCI EAFE Index is the only index available which covers
the major international markets outside North America. The weighting of
securities in the MSCI EAFE Index is based on each stock's relative total market
value, that is, its market price per share times the number of shares
outstanding.
The agreement with Schroder is renewable for successive one-year periods,
only if each renewal is specifically approved by a vote of the Fund's Board of
Trustees, including the affirmative votes of a majority of the Trustees who are
not parties to the agreement or "interested persons" (as defined in the 1940
Act) of any such party, cast in person at a meeting called for the purpose of
considering such approval. The agreement is automatically terminated if
assigned, and may be terminated without penalty at any time (1) by vote of the
Board of Trustees of the Fund on sixty (60) days' written notice to Schroder, or
(2) by Schroder upon ninety (90) days' written notice to the Fund.
During the three fiscal years ending August 31, 1997, 1998, and 1999,
respectively, the Fund paid Schroder the following advisory fees:
1997 1998 1999
---- ---- ----
Basic Fee $8,245,000 $9,793,000 $10,068,000
Increase/(Decrease) for Performance
Adjustment 1,980,000 2,526,000 418,000
Total $10,225,000 $12,319,000 $10,486,000
=========== =========== ===========
DESCRIPTION OF SCHRODER CAPITAL
Vanguard International Growth Fund is managed by the London branch office of
Schroder Investment Management North America, Inc. (SIMNA). SIMNA is a
wholly-owned subsidiary of Schroders Incorporated, 787 7th Avenue, New York, New
York. Schroders PLC is the holding company parent of a large world-wide group of
banks and financial service companies (referred to as "The Schroder Group") with
associated companies and branch and representative offices located in seventeen
countries. The Schroder Group specializes in providing investment management
services, with Group funds under management currently in excess of $200 billion.
B-20
<PAGE>
Vanguard Calvert Social Index Fund receives advisory services from Vanguard's
Core Management Group on an at-cost basis.
PORTFOLIO TRANSACTIONS
The investment advisory agreements with Lincoln and Schroder authorize the
investment advisers (with the approval of the Funds' Board of Trustees) to
select the brokers or dealers that will execute the purchases and sales of
portfolio securities for the Trust and direct each investment adviser to use its
best efforts to obtain the best available price and most favorable execution
with respect to all transactions for each Fund. Each investment adviser has
undertaken to execute each investment transaction at a price and commission
which provides the most favorable total cost or proceeds reasonably obtainable
under the circumstances.
In placing portfolio transactions, each Adviser will use its best judgment
to choose the broker most capable of providing the brokerage services necessary
to obtain the best available price and most favorable execution. The full range
and quality of brokerage services available will be considered in making these
determinations. In those instances where it is reasonably determined that more
than one broker can offer the brokerage services needed to obtain the best
available price and most favorable execution, consideration may be given to
those brokers which supply investment research, statistical information, or
provide other services in addition to execution services to the Funds and/or the
investment advisers. Each investment adviser considers the investment services
it receives useful in the performance of its obligations under the agreement but
is unable to determine the amount by which such services may reduce its
expenses.
Currently, it is each Fund's policy that each investment adviser may at
times pay higher commissions in recognition of brokerage services felt necessary
for the achievement of better execution of certain securities transactions than
otherwise might not be available. An investment adviser will only pay such
higher commissions if it believes this to be in the best interest of a Fund.
Some brokers or dealers who may receive such higher commissions in recognition
of brokerage services related to execution of securities transactions are also
providers of research information to the investment advisers and/or the Funds.
However, each investment adviser has informed the Funds that it generally will
not pay higher commission rates specifically for the purpose of obtaining
research services.
During the fiscal years ending August 31, 1997, 1998, and 1999, the Funds
paid the following amounts in brokerage commissions:
FUND 1997 1998 1999
- --- ---- ---- ----
U.S. Growth Fund $4,076,812 $6,538,324 $11,950,441
International Growth Fund $7,912,581 $10,369,101 $10,770,933
Calvert Social Index Fund N/A N/A N/A
Some securities considered for investment by the Funds may also be
appropriate for other Vanguard funds or clients served by the investment
advisers. If purchase or sale of securities consistent with the investment
policies of the Funds and one or more of these other funds or clients served by
the investment advisers are considered at or about the same time, transactions
in such securities will be allocated among the Funds and the several funds and
clients in a manner deemed equitable by the respective investment adviser.
Although there will be no specified formula for allocating such transactions,
the allocation methods used, and the results of such allocations, will be
subject to periodic review by the Fund's Board of Trustees.
FINANCIAL STATEMENTS
The Financial Statements of Vanguard U.S. Growth Fund and Vanguard International
Growth Fund as of and for the year ended August 31, 1999, including the
financial highlights for each of the five years in the period ended August 31,
1999, appearing in the Funds' respective 1999 Annual Reports
B-21
<PAGE>
to Shareholders, and the reports thereon of PricewaterhouseCoopers LLP,
independent accountants, also appearing therein, are incorporated by reference
in this Statement of Additional Information. For a more complete discussion of
the performance, please see the Funds' Annual Reports to Shareholders, which may
be obtained without charge.
COMPARATIVE INDEXES
Vanguard may use reprinted material discussing The Vanguard Group, Inc. or any
of the member funds of The Vanguard Group of Investment Companies.
Each of the investment company members of The Vanguard Group, including
Vanguard World Fund, may from time to time, use one or more of the following
unmanaged indexes for comparative performance purposes.
STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX--includes stocks selected by
Standard & Poor's Index Committee to include leading industries and to reflect
the U.S. stock market.
STANDARD & POOR'S MIDCAP 400 INDEX--is composed of 400 medium sized domestic
stocks.
STANDARD & POOR'S SMALL CAP 600/BARRA VALUE INDEX--contains stocks of the S&P
SmallCap 600 Index which have a lower than average price-to-book ratio.
STANDARD & POOR'S SMALL CAP 600/BARRA GROWTH INDEX--contains stocks of the S&P
SmallCap 600 Index which have a higher than average price-to-book ratio.
RUSSELL 1000 VALUE INDEX--consists of the stocks in the Russell 1000 Index
(comprising the 1,000 largest U.S.-based companies measured by total market
capitalization) with the lowest price-to-book ratios, comprising 50% of the
market capitalization of the Russell 1000.
WILSHIRE 5000 TOTAL MARKET INDEX--consists of more than 7,000 common equity
securities, covering all stocks in the U.S. for which daily pricing is
available.
WILSHIRE 4500 COMPLETION INDEX--consists of all stocks in the Wilshire 5000
except for the 500 stocks in the Standard & Poor's 500 Index.
RUSSELL 3000 STOCK INDEX--a diversified portfolio of approximately 3,000 common
stocks accounting for over 90% of the market value of publicly traded stocks in
the U.S.
RUSSELL 2000 STOCK INDEX--composed of the 2,000 smallest stocks contained in the
Russell 3000, representing approximately 7% of the Russell 3000 total market
capitalization.
RUSSELL 2000+ VALUE INDEX--contains stocks from the Russell 2000 Index with a
less-than-average growth orientation.
MORGAN STANLEY CAPITAL INTERNATIONAL EAFE INDEX--is an arithmetic, market
value-weighted average of the performance of over 900 securities listed on the
stock exchanges of countries in Europe, Australasia and the Far East.
GOLDMAN SACHS 100 CONVERTIBLE BOND INDEX--currently includes 71 bonds and 29
preferreds. The original list of names was generated by screening for
convertible issues of $100 million or greater in market capitalization. The
index is priced monthly.
SALOMON BROTHERS GNMA INDEX--includes pools of mortgages originated by private
lenders and guaranteed by the mortgage pools of the Government National Mortgage
Association.
SALOMON BROTHERS HIGH-GRADE CORPORATE BOND INDEX--consists of publicly issued,
non-convertible corporate bonds rated AA or AAA. It is a value-weighted, total
return index, including approximately 800 issues with maturities of 12 years or
greater.
LEHMAN LONG-TERM TREASURY BOND INDEX--is a market weighted index that contains
individually priced U.S. Treasury securities with maturities of ten years or
greater.
MERRILL LYNCH CORPORATE & GOVERNMENT BOND--consists of over 4,500 U.S. Treasury,
Agency and investment grade corporate bonds.
B-22
<PAGE>
LEHMAN CORPORATE (BAA) BOND INDEX--all publicly offered fixed-rate,
nonconvertible domestic corporate bonds rated Baa by Moody's, with a maturity
longer than one year and with more than $100 million outstanding. This index
includes over 1,500 issues.
LEHMAN BROTHERS LONG-TERM CORPORATE BOND INDEX--is a subset of the Lehman
Corporate Bond Index covering all corporate, publicly issued, fixed-rate,
nonconvertible U.S. debt issues rated at least Baa, with at least $100 million
principal outstanding and maturity greater than ten years.
BOND BUYER MUNICIPAL BOND INDEX--is a yield index on current coupon high-grade
general obligation municipal bonds.
STANDARD & POOR'S PREFERRED INDEX--is a yield index based upon the average yield
of four high-grade, non-callable preferred stock issues.
NASDAQ INDUSTRIAL INDEX--is composed of more than 3,000 industrial issues. It is
a value-weighted index calculated on price change only and does not include
income.
COMPOSITE INDEX--70% Standard & Poor's 500 Index and 30% NASDAQ Industrial
Index.
COMPOSITE INDEX--65% Standard & Poor's 500 Index and 35% Lehman Long-Term
Corporate AA or Better Bond Index.
COMPOSITE INDEX--65% Lehman Brothers Corporate AA or Better Bond Index and a 35%
weighting in a blended equity composite (75% Standard & Poor's/BARRA Value
Index, 12.5% Standard & Poor's Utilities Index and 12.5% Standard & Poor's
Telephone Index).
LEHMAN BROTHERS LONG-TERM CORPORATE AA OR BETTER BOND INDEX--consists of all
publicly issued, fixed rate, nonconvertible investment grade,
dollar-denominated, SEC-registered corporate debt rated AA or AAA.
LEHMAN BROTHERS AGGREGATE BOND INDEX--is a market weighted index that contains
individually priced U.S. Treasury, agency, corporate, and mortgage pass-through
securities corporate rated Baa-or better. The Index has a market value of over
$5 trillion.
LEHMAN BROTHERS CORPORATE A OR BETTER BOND INDEX--consists of all publicly
issued, investment grade corporate bonds rated A or better, of all maturity
levels.
LEHMAN BROTHERS MUTUAL FUND SHORT (1-5) GOVERNMENT/CORPORATE INDEX--is a market
weighted index that contains individually priced U.S. Treasury, agency, and
corporate investment grade bonds rated BBB-or better with maturities between one
and five years. The index has a market value of over $1.6 trillion.
LEHMAN BROTHERS MUTUAL FUND INTERMEDIATE (5-10) GOVERNMENT/CORPORATE INDEX--is a
market weighted index that contains individually priced U.S. Treasury, agency,
and corporate securities rated BBB-or better with maturities between five and
ten years. The index has a market value of over $800 billion.
LEHMAN BROTHERS LONG (10+) GOVERNMENT/CORPORATE INDEX--is a market weighted
index that contains individually priced U.S. Treasury, agency, and corporate
securities rated BBB-or better with maturities greater than ten years. The index
has a market value of over $1.1 trillion.
LIPPER SMALL COMPANY GROWTH FUND AVERAGE--the average performance of 25 largest
small company growth funds as defined by Lipper Inc. Lipper defines a small
company growth fund as a fund that by prospectus or portfolio practice, limits
its investments to companies on the basis of the size of the company. From time
to time, Vanguard may advertise using the average performance and/or the average
expense ratio of the small company growth funds. (This fund category was first
established in 1982. For years prior to 1982, the results of the Lipper Small
Company Growth category were estimated using the returns of the Funds that
constituted the Group at its inception.)
LIPPER BALANCED FUND AVERAGE--an industry benchmark of average balanced funds
with similar investment objectives and policies, as measured by Lipper Inc.
B-23
<PAGE>
LIPPER NON-GOVERNMENT MONEY MARKET FUND AVERAGE--an industry benchmark of
average non-government money market funds with similar investment objectives and
policies, as measured by Lipper Inc.
LIPPER GOVERNMENT MONEY MARKET FUND AVERAGE--an industry benchmark of average
government money market funds with similar investment objectives and policies,
as measured by Lipper Inc.
SAI023-4/28/2000
B-24
<PAGE>
PART C
VANGUARD WORLD FUNDS
OTHER INFORMATION
ITEM 23. EXHIBITS
EXHIBITS DESCRIPTION
- -------- -----------
(a) Declaration of Trust*
(b) By-Laws*
(c) Reference is made to Articles III and V of the Registrant's Declaration
of Trust
(d) Investment Advisory Contracts*
(e) Not applicable
(f) Reference is made to the section entitled "Management of the Trust" in
the Registrant's Statement of Additional Information
(g) Custodian Agreement+
(h) Amended and Restated Funds' Service Agreement*
(i) Legal Opinion*
(j) Consent of Independent Accountants**
(k) Not Applicable
(l) Not Applicable
(m) Not Applicable
(n) Not Applicable
(o) Rule 18f-3Plan**
(p) Codes of Ethics**
*Filed Previously
**Filed Herewith
+Filed prevously for the Vanguard U.S. Growth & Vanguard International Growth
Funds. Filed herewith for the Vanguard Calvert Social Index Fund.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Registrant is not controlled by or under common control with any person.
ITEM 25. INDEMNIFICATION
The Registrant's organizational documents contain provisions indemnifying
Trustees and officers against liability incurred in their official capacity.
Article VII, Section 2 of the 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. However, this provision does not cover any liability to
which a Trustee or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his or her office. 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 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Lincoln Capital Management Company (Lincoln), is an investment adviser
registered under the Investment Advisers Act of 1940, as amended (the Advisers
Act). The list required by this Item 26 of officers and directors of Lincoln,
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 to Schedules B
and D of Form ADV filed by Lincoln pursuant to the Advisers Act (SEC File No.
801-11417).
C-1
<PAGE>
Schroder Investment Management North America, Inc. (Schroder), is an
investment adviser registered under the Investment Advisers Act of 1940, as
amended (the Advisers Act). The list required by this Item 26 of officers and
directors of Schroder, 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 to Schedules B and D of Form ADV filed by Schroder pursuant to the
Advisers Act (SEC File No. 801-15834).
ITEM 27. PRINCIPAL UNDERWRITERS
a. Not Applicable
b. Not Applicable
c. Not Applicable
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by Section 31
(a) of the 1940 Act and the Rules thereunder will be maintained at the offices
of Registrant; Registrant's Transfer Agent, The Vanguard Group, Inc., 100
Vanguard Boulevard, Malvern, Pennsylvania 19355; and the Registrant's
custodians, State Street Bank and Trust Company, Boston, Massachusetts, The
Chase Manhattan Bank, N.A., New York, New York, and First Union National Bank,
PA4943, 530 Walnut Street, Philadelphia, PA 19106.
ITEM 29. MANAGEMENT SERVICES
Other than as set forth under the description of The Vanguard Group in Part B of
this Registration Statement, the Registrant is not a party to any
management-related service contract.
ITEM 30. UNDERTAKINGS
Not Applicable
C-2
<PAGE>
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 on this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and 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 28th day of April, 2000.
VANGUARD WORLD FUNDS
BY:_____________(signature)________________
(HEIDI STAM) JOHN J. BRENNAN* 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
- --------------------------------------------------------------------------------
By:/S/ JOHN J. BRENNAN President, Chairman, Chief April 28, 2000
---------------------------Executive Officer, and Trustee
(Heidi Stam)
John J. Brennan*
By:/S/ JOANN HEFFERNAN HEISEN Trustee April 28, 2000
---------------------------
(Heidi Stam)
JoAnn Heffernan Heisen*
By:/S/ BRUCE K. MACLAURY Trustee April 28, 2000
---------------------------
(Heidi Stam)
Bruce K. MacLaury*
By:/S/ BURTON G. MALKIEL Trustee April 28, 2000
---------------------------
(Heidi Stam)
Burton G. Malkiel*
By:/S/ ALFRED M. RANKIN, JR. Trustee April 28, 2000
---------------------------
(Heidi Stam)
Alfred M. Rankin, Jr.*
By:/S/ JOHN C. SAWHILL Trustee April 28, 2000
---------------------------
(Heidi Stam)
John C. Sawhill*
By:/S/ JAMES O. WELCH, JR. Trustee April 28, 2000
---------------------------
(Heidi Stam)
James O. Welch, Jr.*
By:/S/ J. LAWRENCE WILSON Trustee April 28, 2000
---------------------------
(Heidi Stam)
J. Lawrence Wilson*
By:/S/ THOMAS J. HIGGINS Treasurer and Principal April 28, 2000
---------------------------
(Heidi Stam) Financial Officer and Principal
Thomas J. Higgins* Accounting Officer
*By Power of Attorney. See File Number 33-4424, filed on January 25, 1999.
Incorporated by Reference.
<PAGE>
INDEX TO EXHIBITS
Custodian Agreement..................................................Ex-99.BG
Consent of Independent Accountants...................................Ex-99.BJ
Rule 18f-3 Plan......................................................Ex-99.BO
Codes of Ethics......................................................Ex-99.BP
CUSTODY AGREEMENT
This Agreement made this 25 th day of April , 2000 between VANGUARD Calvert
Social Index Fund (herein after called Owner) and FIRST UNION NATIONAL BANK
(hereinafter called Agent).
W I T N E S S E T H
1. APPOINTMENT OF AGENT. Owner hereby appoints Agent as its
agent and custodian, and Agent hereby accepts such appointment and agrees to act
as agent and custodian, on the terms hereinafter specified.
2. CUSTODY OF ASSETS. Agent shall act as custodian of all
cash, securities, evidences of indebtedness and other property, including all
income thereon and proceeds from the sale of maturity thereof (collectively, the
Assets), from time to time delivered to or received by it for Owner. The Assets
shall be held in the appropriate account or accounts as may be established from
time to time upon Owner's written request and shall be segregated at all times
(except for cash and Assets held in book-entry form) from the securities and
property of any other person or entity.
3. ASSETS HELD IN SECURITIES DEPOSITORY OR BOOK-ENTRY SYSTEM.
As used herein, the term `Assets' shall also include all securities held on
behalf of Owner in The Depository Trust Company (DTC) and registered in the
account of Agent or Agent's subagent or subcustodian with DTC or Cede & Co., as
its nominee, and all securities held on behalf of Owner in The Participant Trust
Company (PTC) and registered in the account of Agent or Agent's subagent or
subcustodian in such book-entry system, and all securities held on behalf of
Owner, in the Federal Reserve/Treasury book-entry system and registered in the
account of Agent or Agent's subagent or subcustodian in such book-entry system,
PROVIDED that, in either case, Agent shall provide Owner with the name of any
such subagent or subcustodian promptly following any appointment thereof
hereunder and shall at all times be fully responsible for all actions or
omissions of any such subagent or subcustodian to the same extent as if such
actions or omissions where those of Agent.
4. REGISTRATION OF ASSETS. All Assets which are in registered
form shall, unless Agent is otherwise Instructed (as hereafter defined) in
writing, be registered in accordance with paragraph 3 above or in the name of
Agent of Agent's subagent or subcustodian or nominees thereof, PROVIDED that
Agent shall provide Owner with the name of any such subagent or subcustodian or
nominee promptly following any appointment thereof hereunder and shall at all
times be fully responsible for all actions or omissions of any such subagent or
subcustodian or nominee to the same extent s if such actions or omissions were
those of Agent. For purposes of this Agreement, the term Nominees shall refer to
Agent and such other entities or persons in whose name(s) Assets may be
registered in accordance herewith.
1
<PAGE>
5. REPORTS. Agent shall forward or cause to be forwarded to
Owner any financial reports, proxy statements, tender offers or other materials
received by it with respect to Assets registered in the name of the Nominees.
Agent shall promptly forward or cause to be forwarded to Owner all proxies with
respect to such Assets executed in blank by the appropriate Nominees together
with all pertinent information and documents received by Agent in connection
with such proxies.
6. INCOME OF ASSETS. (a) Agent shall take all steps necessary
to collect the dividends, interest and other income on the Assets and shall
credit said income on payable date to the appropriate account designated by
Owner from time to time in Clearinghouse or Available Funds as determined by the
Assets. All income credited to Owner's account shall be promptly reinvested or
distributed to Owner in accordance with Owner's Instructions given from time to
time.
(b) Unless otherwise instructed in writing, Agent shall
retain in the appropriate account of Owner any stock
dividends, subscription rights and other non-cash
distributions on the Assets, or the proceeds from the sale
of any distributions. Agent shall notify Owner upon the
receipt of any such non-cash item.
(c) Agent or its Nominee is hereby authorized to sign
any declarations, endorsements, affidavits, certificates of
ownership or other documents which may be required with
respect to all coupons, registered interest, dividends or
other income on the Assets.
7. PURCHASES AND SALES OF ASSETS. (a) Agent shall promptly
effect purchases and sales of the Assets in accordance with Owner's Instructions
from time to time and shall take all steps necessary to collect the proceeds of
any Assets which are sold, redeemed or which have matured and shall promptly
deposit or withdraw said proceeds in Clearinghouse or Available Funds as
determined by the Assets in the appropriate account designated by Fund from time
to time, PROVIDED that agent shall not be responsible for the collection of
Assets called for redemption or otherwise payable (other than by reason of sale
or other disposition by Agent) unless notice thereof is published in a national
financial reporting services Agent subscribes, including but not limited to,
Financial Information Services, JJ Kenney, or Wall Street Journal or notice is
otherwise received by Agent. Agent shall not be under any duty to advise or
recommend any sales or purchases of Assets for Owner's account.
(b) Agent shall effect the Corporate Actions in
accordance with the Owner's Instructions and shall take all
steps necessary to collect the proceeds in Cash and/or
assets resulting from any Corporate Action as long as notice
of such Corporate Action is published in the national
reporting services described above.
(c) Agent shall not be under any duty to advise or
recommend any sales, or purchases of assets or response to
Corporate Actions notifications for Owner's account.
2
<PAGE>
8. LIMITATION OF LIABILITY; Responsibilities. (a) Agent shall
not be liable for any loss or damage suffered by Owner as the result of any act
or omission of any broker or other agent engaged by Owner in effecting
purchases, sales or exchanges of Assets except to the extent of any liability
caused by (I) the negligence, of Agent or its subagent or subcustodian, or (ii)
the failure of Agent or its subagent or subcustodian to perform any acts
required in this Agreement. Agent shall not be liable for loss or damage caused
either directly or indirectly by invasion by a foreign power, insurrection,
riot, war, nuclear disaster, order of civil authority, unrelated to any act or
omission by agent, or subagent or subcustodian, or any causes beyond its control
which cannot be covered by Agent's insurance.
(b) Agent shall not be responsible to file any tax
returns or pay any taxes due in connection with the Assets
held hereunder and the income therefrom.
(c) Agent shall be under no obligation to advise the
Owner of due or tender dates for those Assets which have
tender options attached to, stamped on, or incorporated in
the Asset itself.
9. STATEMENTS. Agent shall deliver to Owner no less frequently
than monthly, a statement of all accounts maintained hereunder showing all
receipts, disbursements and other transactions affecting the Assets during the
preceding month and a statement of the cost and market value of each of the
Assets at the end of the preceding month. The scope, content and frequency of
the statements required hereunder may be changed from time to time upon the
mutual written agreement of the parties hereto.
10. OTHER ACQUISITIONS. Owner authorizes Agent to act, and
Agent agrees that it shall act for Owner from time to time, in the acceptance of
the delivery from a fiduciary or a donor to the Owner of securities, cash or
other property. Upon delivery to it of securities, cash or other property to be
credited to Owner's account, whether as the result of a purchase or distribution
of a bequest or gift, Agent shall promptly notify Owner and issue to it a
receipt setting forth an accurate description of each item received, together
with the face value thereof in the case of an evidence of indebtedness and the
number of shares in the case of stock.
11. WITHDRAWAL OF ASSETS. (a) Any securities and evidence of
indebtedness included in the Assets may be withdrawn from Agent in accordance
with Owner's Instructions; provided; however that except as provided below, such
Instructions shall direct that the delivery of any such securities and evidences
of indebtedness by Agent shall be made only to (I) a bank or trust company or
its nominee, (ii) a broker or its nominee, (iii) the DTC or its nominee, (iv)
the PTC, or its nominee, (v) The Federal Reserve, or (vi) in the case of
commercial paper, to the obligor upon payment. In the event the Instructions
direct the delivery of Assets to any person or entity other than as set forth
above, such Instructions shall be in writing by the Owner or otherwise be
authorized pursuant to a resolution duly adopted by the Owner and provided to
agent in accordance with paragraph 14(c) below.
3
<PAGE>
(b) Upon receipt of such Instructions and subject to
the terms and conditions thereof, Agent shall deliver the
items specified therein to the person or entity designated
and shall obtain a proper receipt therefor.
(c) In connection with the sale of any Assets, Agent
shall make delivery of such Assets only against payment
therefor in federal funds or by certified or bank cashier's
check, provided that, consistent with customary practice at
the place of delivery, Agent may (I) make delivery for
inspection prior to sale at buyer's location, upon delivery
to Agent of a proper receipt therefor, to a member of a
registered national securities exchange or bank or trust
company, and (ii) may accept as payment for such delivered
assets an uncertified check of such an entity. In no event
shall Agent be liable hereunder for not delivering Assets in
accordance with Owner's Instructions where such delivery is
withheld by reason of the purchaser's inability or
unwillingness to make a payment therefor in federal funds or
by certified or bank cashier's check or as otherwise
provided in this paragraph 11(c).
(d) Any cash included in the Assets may be withdrawn
from Agent in accordance with the Owner's Instructions,
provided, however, that subject to a transfer or other
disposition of securities by bookkeeping entry in connection
with Agent's participation (through its agent) in DTC, PTC,
or the Federal Reserve/Treasury book-entry system, Agent
shall make payments of cash to, or from the account of,
Owner only (I) upon the purchase of securities or other
Assets and delivery of such securities or other Assets to
Agent in proper form for transfer; (ii) to Owner's account
with First Union National Bank or with such other bank as
Owner may designate by written Instructions from time to
time; (iii) for the payment of Agent's expenses and fees
authorized with this Agreement; and (iv) for payments in
connection with the conversion, exchange or surrender of
securities included in the Assets. In making any cash
payments, Agent shall receive written Instructions
authorized by the Owner.
(e) Agent shall promptly notify the Owner of all
withdrawals from or deliveries to Bank for Owner's account
hereunder.
12. ADVANCEMENT OF FUNDS. If at any time the Owner has a
negative cash balance, Agent shall be deemed to have made an advance to Owner in
the amount of such negative cash balance. To secure any such advance, the Owner
hereby grants to Agent a continuing lien upon and security interest in all
Investments (as hereinafter defined) which are (a) held in, evidenced by or
identified with the Account, or (b) otherwise held by Agent in custody for the
Owner or held by Agent or any third party in the name of Agent on behalf of the
Owner. As used in the preceding sentence the term `Investments' means
instruments and securities (whether in certificated, book entry or
uncertificated form), deposit accounts, other investments, however classified
under applicable law, and all proceeds of all of the foregoing. Said lien and
security interest is in addition to any right of setoff which Agent may have.
13. INDEMNITY. With respect to any Assets received by Agent
and registered in the name of Agent or Agent's subagent or subcustodian or
nominee or held on behalf of Owner in DTC, PTC, or the Federal Reserve/Treasury
book-entry system, Agent shall be fully responsible and
4
<PAGE>
liable for and shall indemnify and hold Owner harmless against any loss, damage
or expense (including attorney's fees and amounts paid with Agent's consent in
settlement of any claim or action) which Owner may sustain resulting from (I)
any act of Agent, its subagent or subcustodian or nominee, or any employee or
other agent of any of them which has not been authorized hereunder, or (ii) any
failure by Agent, or its subagent or subcustodian or nominee to perform any of
its obligations under this Agreement. Except with respect to the extent same may
result, directly or indirectly from any negligent act or omission or willful
misconduct of Agent, its subagent or subcustodian or nominee, or any employee or
other agent of any of them or any failure of Agent or its subagent or
subcustodian or nominee, to perform any of Agent's obligations under this
Agreement, Owner shall indemnify and hold Agent or any subagent, subcustodian or
nominee harmless against any liability, loss, damage or expense (including
attorney's fees and amounts paid, with Owner's consent, in settlement of any
claim or action) with Agent or any subagent, subcustodian or nominee may sustain
resulting from its performance in accordance with this Agreement.
14. INSTRUCTIONS, NOTICES AND AUTHORIZED PERSONS.
(a) As used in this Agreement, the term `Instructions' or `Instructed'
means a request or order given or delivered to Agent by the Owner. Unless
specifically required herein to be in writing, Instructions shall be promptly
confirmed in writing. Failure to provide a written confirmation of oral
Instructions shall not invalidate any such Instructions.
(b) Any notices, confirmations and receipts required hereunder to be
delivered by Agent to Owner, unless otherwise specifically provided, shall be
delivered by Agent to the Owner. The Owner shall certify to Agent, as required,
the names of the persons who, from time to time, shall have been duly appointed
to act as Owner.
(c) Owner will from time to time file with Agent a certified copy of a
corporate resolution or similar document as appropriate authorizing person or
persons to give proper instructions and specifying the class of instructions
that may be given by each person to Agent under this Agreement.
(d) Agent may rely and shall be protected in acting upon any oral or
written (including telegraph and other mechanical) instructions, request, letter
of transmittal, certificate, opinion of counsel, statement, instrument, report,
notice, consent, order, or other paper or document reasonably believed by it to
be genuine and to have been signed forwarded or presented by Owner or designee.
15. AUDIT OF ACCOUNT. Owner, or its designated representative,
shall have at all reasonable times free access to the books and records of Agent
relating to the accounts created b or pursuant to its Agreement for the purpose
of audit, or otherwise, and to the Assets held by Agent hereunder and its
records relating to Agent's or its subagent's or subcustodian's accounts with
DTC, PTC and the Federal Reserve/Treasury book-entry system or otherwise on
behalf of Owner for the purpose of examination.
5
<PAGE>
16. FEES AND EXPENSES. Agent shall notify Owner of any changes
and out-of- pocket expenses in connection with the performance of its duties
hereunder and Owner shall pay Agent all prior charges and expenses of Agent and
its Nominee. Agent's compensation for its services hereunder shall be charged at
the rate agreed upon in Addendum A. There may not be any change to this Addendum
unless mutually agreed upon in writing by the Owner and the custodian.
17. AMENDMENTS OR TERMINATION. This Agreement contains the
entire understanding between the Owner and the Agent concerning the subject
matter of this Agreement, supersedes all other Custody Agreements of dates
previous and may be amended only in writing signed by both parties. No term or
provision of this Agreement may be modified or waived unless in writing and
signed by the party against whom such waiver or modification is sought to
enforce. Either parties failure to insist at any time upon strict compliance
with this Agreement or with any of the terms hereunder, or any continued course
of such conduct on the part of either party shall in no event constitute or be
considered a waiver by either party of any of its rights hereunder. This
Agreement may be terminated at any time provided such effective time shall be
not less than 60 days and not more than 90 days from the date of written notice
of termination.
18. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Pennsylvania.
Accepted:
Attest: Vanguard Calvert Social Index Fund
By:/s/ Sarah Buescher By: /s/ Robert Snowden
------------------ -------------------
Date: April 26, 2000
---------------
FIRST UNION NATIONAL BANK
By:/s/ Mark Dillon By:/s/ Paul Cahill
--------------- ---------------
Date: April 26, 2000
---------------
6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 79 to the Registration Statement on Form N-1A (the "Registration
Statement") of our reports dated September 30, 1999, relating to the financial
statements and financial highlights appearing in the August 31, 1999 Annual
Reports to Shareholders of Vanguard U.S. Growth Fund and Vanguard International
Growth Fund, which are also incorporated by reference into the Registration
Statement. We also consent to the references to us under the heading "Financial
Highlights" in the Prospectuses and under the headings "Financial Statements"
and "Service Providers--Independent Accountants" in the Statement of Additional
Information.
PricewaterhouseCoopers LLP
Philadelphia, PA
April 27, 2000
VANGUARD WORLD FUNDS
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
UNDER THE INVESTMENT COMPANY ACT OF 1940
This Multiple Class Plan ("Plan") has been adopted by a majority of the
Board of Trustees of Vanguard World Funds (the "Trust"), including a majority of
the Trustees who are not interested persons of the Trust, on behalf of Vanguard
Calvert Social Index Fund (the "Fund"). The Plan will take effect upon the
effectiveness of the Fund.
I. SHARE CLASSES
-------------
The Fund will offer two classes of shares as follows:
- Investor Shares (or "Class A Shares"); and
- Institutional Shares (or "Class C Shares").
II. CLASS ELIGIBILITY REQUIREMENTS AND DISTRIBUTION
-----------------------------------------------
The eligibility requirements for Class A Shares and Class C Shares are
as follows:
A. CLASS A SHARES
--------------
Class A Shares will be available to all investors. At present,
the minimum initial investment requirement for Class A Shares is expected to be
$3,000 for non-retirement accounts and $1,000 for most retirement accounts and
Uniform Gifts/Transfers to Minors Act accounts.
B. CLASS C SHARES
--------------
Class C Shares will be available only to investors who, due to
the substantial size of their investments, are expected to afford the Fund
certain economies of scale with respect to the servicing of their accounts. It
is expected that most investors eligible for Class C Shares will be
institutional entities, such as employee benefit plans, foundations, endowments,
trusts, bank nominees and corporations. At present, the minimum initial
investment requirement for Class C Shares is expected to be at least $10
million.
III. SERVICE ARRANGEMENTS
---------------------
Holders of both Class A Shares and Class C Shares will receive certain
"core" services, including transaction processing services, account statements,
shareholder reports, proxy materials
<PAGE>
and other mailings. However, certain servicing arrangements for the Fund
will differ between Class A and Class C Shares as follows:
A. CLASS A SHARES
--------------
Class A Shares will be serviced primarily through Vanguard's
Individual Investor Services Group. Employee benefit plan investors utilizing
Vanguard's participant recordkeeping system (VISTA) will be serviced through
Vanguard's Institutional Investor Services Group. The Funds will make certain
supplementary services available to holders of Class A Shares, including trustee
services, defined contribution plan participant education services and defined
contribution plan participant telephone services. It is anticipated that the
aggregate amount of account-based services that are provided to Class A Shares
(including transaction processing, shareholder recordkeeping, and the mailing of
shareholder reports, proxy materials, and other items) will materially exceed
the amount of such services for Class C Shares.
B. CLASS C SHARES
--------------
Class C Shares will be serviced primarily through Vanguard's
Institutional Investor Services Group. Due to the higher minimum initial
investment requirement, it is expected that Class C Shares will be held by fewer
investors than Class A Shares. It is anticipated that the aggregate amount of
account-based services that are provided to Class C Shares will be materially
less than the amount of such services provided to Class A Shares.
IV. EXCHANGES AND CONVERSIONS
-------------------------
A. EXCHANGES
---------
1. CLASS A SHARES
--------------
Class A Shares may be exchanged for Class C Shares of
the Fund provided that all purchase eligibility requirements for Class
C Shares are satisfied. In addition, Class A Shares of the Fund may be
exchanged for shares of other Vanguard funds, subject to such other
Vanguard funds' normal policies and applicable law.
2. CLASS C SHARES
--------------
Class C Shares may be exchanged for Class A Shares of
the Fund provided that all purchase eligibility requirements for Class
C shares are satisfied. In addition, Class C Shares of the Fund may be
exchanged for shares of other Vanguard funds, subject to such other
Vanguard funds' normal policies and applicable law.
2
<PAGE>
B. CONVERSIONS OF CLASS C SHARES INTO CLASS A SHARES
-------------------------------------------------
The Trust may convert an investor's Class C Shares into Class
A Shares of the Fund if such investor's account falls below the then-applicable
minimum initial investment amount to be eligible to purchase Class C Shares. Any
such conversion will be preceded by written notice to the investor and will be
effected on the basis of the relative net asset values of Class A Shares and
Class C Shares of the Fund without the imposition of any sales load, fee or
other charge.
V. EXPENSE ALLOCATION BETWEEN CLASSES
----------------------------------
A. BACKGROUND
----------
The Trust is a member of The Vanguard Group of Investment
Companies (the "Group"). Through their jointly-owned subsidiary, The Vanguard
Group, Inc. ("Vanguard"), the Trust and the other funds in the Group obtain
at-cost virtually all of their corporate management, administrative and
distribution services. Vanguard also provides investment advisory services on an
at-cost basis to the member funds. Vanguard was established and operates
pursuant to a Funds' Service Agreement ("Agreement") between itself and the
Vanguard Funds, and pursuant to an exemptive order granted by the U.S.
Securities and Exchange Commission. Vanguard's direct and indirect expenses of
providing corporate management, administrative and distribution services to the
funds in the Group are allocated among those funds in accordance with methods
specified in the Agreement.
B. CLASS-SPECIFIC EXPENSES
-----------------------
1. MARKETING AND DISTRIBUTION EXPENSES
-----------------------------------
Expenses associated with Vanguard's marketing and
distribution activities will be allocated to a share class on behalf of
which the expenses were incurred by making such allocations to the
Fund's Class A Shares and Class C Shares as if each such share class
were a separate Vanguard Fund under the Agreement.
2. EXPENSES FOR ACCOUNT-BASED SERVICES
-----------------------------------
Expenses associated with Vanguard's provision of
account-based services will be allocated between Class A Shares and
Class C Shares of the Fund on the basis of the amount incurred by each
such share class as follows:
3
<PAGE>
(a) ACCOUNT MAINTENANCE EXPENSES
----------------------------
Expenses associated with the maintenance of
investor accounts will be proportionately allocated between
Class A Shares and Class C Shares based upon a monthly
determination of (i) the percentage of total shareholder
accounts represented by each class, and (ii) the percentage of
total account transactions performed by Vanguard for each
class. In allocating account maintenance expenses between the
classes, the figure based on determination (i), above, will be
given a 75% weighting and the figure based on determination
(ii), above, will be given a 25% weighting.
(b) LITERATURE PRODUCTION AND MAILING EXPENSES
------------------------------------------
Expenses associated with shareholder
reports, proxy materials and other literature will be
allocated between Class A Shares and Class C Shares based upon
the number of such items produced and mailed for each class of
shares.
3. OTHER CLASS SPECIFIC EXPENSES
-----------------------------
Expenses for the primary benefit of a particular
share class will be allocated to that share class. Such expenses
include the following: each class' share of Vanguard's operating
expenses (not including expenses related to management of the Fund's
assets allocated under subparagraph (C) below); blue sky fees; and
legal fees attributable to a particular class.
C. FUND EXPENSES
-------------
1. ASSET MANAGEMENT EXPENSES
-------------------------
Expenses associated with management of the Fund's
assets (including all advisory, tax preparation and custody fees) will
be allocated between Class A Shares and Class C Shares on the basis of
their relative net assets.
2. OTHER FUND EXPENSES
-------------------
Any other expenses not described above will be
allocated between Class A Shares and Class C Shares on the basis of
their relative net assets.
VI. ALLOCATION OF INCOME, GAINS AND LOSSES
--------------------------------------
Income, gains and losses will be allocated between Class A Shares and
Class C Shares on the basis of their relative net assets. As a result of
differences in allocated expenses, it is expected that the net income of, and
dividends payable to, each class of shares will vary. Dividends and
distributions paid to each class of shares will be calculated in the same
manner, on the same day, and at the same time.
VII. VOTING AND OTHER RIGHTS
-----------------------
Class A Shares and Class C Shares will each have: (i) exclusive voting
rights on any matter submitted to shareholders that relates solely to its
service or distribution arrangements; and (ii) separate voting rights on any
matter submitted to shareholders in which the interests of one class differ
materially from the interests of the other class; and (iii) in all other
respects the same rights, obligations and privileges as each other, except as
described in this Plan.
VIII. AMENDMENTS
----------
All material amendments to this Plan must be approved by a majority of
the Board of Trustees of the Trust, including a majority of the Trustees who are
not interested persons of the Trust.
THE VANGUARD GROUP, INC.
------------------------
CODE OF ETHICS
--------------
SECTION 1: BACKGROUND
This Code of Ethics has been approved and adopted by the Board of Directors of
The Vanguard Group, Inc. ("Vanguard") and the Boards of Trustees of each of the
Vanguard funds in compliance with Rule 17j-1 under the Investment Company Act of
1940. The Code has been amended and restated effective as of May 1, 1999. Except
as otherwise provided, the Code applies to all "Vanguard personnel," which term
includes all employees, officers, Directors and Trustees of Vanguard and the
Vanguard funds. The Code also contains provisions which apply to the investment
advisers to the Vanguard funds (see section 11).
SECTION 2: STATEMENT OF GENERAL FIDUCIARY STANDARDS
This Code of Ethics is based on the overriding principle that Vanguard personnel
act as fiduciaries for shareholders' investments in the Vanguard funds.
Accordingly, Vanguard personnel must conduct their activities at all times in
accordance with the following standards:
a) SHAREHOLDERS' INTERESTS COME FIRST. In the course of fulfilling their
duties and responsibilities to Vanguard fund shareholders, Vanguard personnel
must at all times place the interests of Vanguard fund shareholders first. In
particular, Vanguard personnel must avoid serving their own personal interests
ahead of the interests of Vanguard fund shareholders.
b) CONFLICTS OF INTEREST MUST BE AVOIDED. Vanguard personnel must avoid
any situation involving an actual or potential conflict of interest or possible
impropriety with respect to their duties and responsibilities to Vanguard fund
shareholders.
c) COMPROMISING SITUATIONS MUST BE AVOIDED. Vanguard personnel must not
take advantage of their position of trust and responsibility at Vanguard.
Vanguard personnel must avoid any situation that might compromise or call into
question their exercise of full independent judgment in the best interests of
Vanguard fund shareholders.
<PAGE>
All activities of Vanguard personnel should be guided by and adhere to these
fiduciary standards. The remainder of this Code sets forth specific rules and
procedures which are consistent with these fiduciary standards. However, all
activities by Vanguard personnel are required to conform with these fiduciary
standards regardless of whether the activity is specifically covered in this
Code.
SECTION 3: DUTY OF CONFIDENTIALITY
Vanguard personnel must keep confidential at all times any nonpublic information
they may obtain in the course of their employment at Vanguard. This information
includes but is not limited to:
1) information on the vanguard funds, including recent or impending
securities transactions by the funds, activities of the
funds' advisers, offerings of new funds, and closings of funds;
2) information on Vanguard fund shareholders and prospective
shareholders, including their identities, investments, and account
transactions;
3) information on other vanguard personnel, including their pay,
benefits, position level, and performance ratings; and
4) information on Vanguard business activities, including new services,
products, technologies, and business initiatives.
Vanguard personnel have the highest fiduciary obligation not to reveal
confidential Vanguard information to any party that does not have a clear and
compelling need to know such information.
SECTION 4: GIFT POLICY
Vanguard personnel are prohibited from seeking or accepting gifts of material
value from any person or entity, including any Vanguard fund shareholder or
Vanguard client, when such gift is in relation to doing business with Vanguard.
In certain cases, Vanguard PERSONNEL MAY ACCEPT GIFTS OF DE MINIMIS value (as
determined in accordance with guidelines set forth in Vanguard's Human Resources
Policy Manual) but only if they obtain the approval of a Vanguard officer.
<PAGE>
SECTION 5: OUTSIDE ACTIVITIES
a) PROHIBITIONS ON SECONDARY EMPLOYMENT. Vanguard employees are
prohibited from working for any business or enterprise in the financial services
industry that competes with Vanguard. In addition, Vanguard employees are
prohibited from working for any organization that could possibly benefit from
the employee's knowledge of confidential Vanguard information, such as new
Vanguard services and technologies. Beyond these prohibitions, Vanguard
employees may accept secondary employment, but only with prior approval from the
Vanguard Compliance Department. Vanguard officers are prohibited from accepting
or serving in any form of secondary employment unless they have received
approval from a Vanguard Managing Director or the Vanguard Chairman and Chief
Executive Officer.
b) PROHIBITION ON SERVICE AS DIRECTOR OR PUBLIC OFFICIAL. Vanguard
officers and employees are prohibited from serving on the board of directors of
any publicly traded company or in an official capacity for any federal, state,
or local government (or governmental agency or instrumentality) without prior
approval from the Vanguard Compliance Department.
c) PROHIBITION ON MISUSE OF VANGUARD TIME OR PROPERTY. Vanguard personnel
are prohibited from using Vanguard time, equipment, services, personnel or
property for any purposes other than the performance of their duties and
responsibilities at Vanguard.
SECTION 6: GENERAL PROHIBITIONS ON TRADING
a) TRADING ON KNOWLEDGE OF VANGUARD FUNDS ACTIVITIES. All Vanguard
personnel are prohibited from taking personal advantage of their knowledge of
recent or impending securities activities of the Vanguard funds or the funds'
investment advisers. In particular, Vanguard personnel are prohibited from
purchasing or selling, directly or indirectly, any security when they have
actual knowledge that the security is being purchased or sold, or considered for
purchase or sale, by a Vanguard fund. This prohibition applies to all securities
in which the person has acquired or will acquire "beneficial ownership." For
these purposes, a person is considered to have beneficial ownership in all
securities over which the person enjoys economic benefits substantially
equivalent to ownership (for example, securities held in trust for the person's
benefit), regardless of who is the registered owner. Under this Code of Ethics,
Vanguard personnel are considered to have beneficial ownership of all securities
owned by their spouse or minor children.
<PAGE>
b) VANGUARD INSIDER TRADING POLICY. All Vanguard personnel are subject
to Vanguard's Insider Trading Policy, which is considered an integral part of
this Code of Ethics. Vanguard's Insider Trading Policy prohibits Vanguard
personnel from buying or selling any security while in the possession of
material nonpublic information about the issuer of the security. The policy also
prohibits Vanguard personnel from communicating to third parties any material
nonpublic information about any security or issuer of securities. Any violation
of Vanguard's Insider Trading Policy may result in penalties which could include
termination of employment with Vanguard.
SECTION 7: ADDITIONAL TRADING RESTRICTIONS FOR ACCESS PERSONS
a) APPLICATION. The restrictions of this section 7 apply to all Vanguard
access persons. For purposes of the Code of Ethics, "access persons" include:
1) any Director or Trustee of Vanguard or a Vanguard fund, excluding
disinterested Directors and Trustees (i.e., any Director or Trustee
who is not an "interested person" of a Vanguard fund within the
meaning of Section 2(a)(19) of the Investment Company Act of 1940);
2) any officer of Vanguard or a Vanguard fund; and
3) any employee of Vanguard or a Vanguard fund who in the course of his
or her regular duties participates in the selection of a Vanguard
fund's securities or who works in a Vanguard department or unit that
has access to information regarding a Vanguard fund's impending
purchases or sales of securities.
The Vanguard Compliance Department will notify all Vanguard personnel who
qualify as access persons of their duties and responsibilities under this Code
of Ethics. The restrictions of this section 7 apply to all transactions in which
a Vanguard access person has or will acquire beneficial ownership (see section
6a) of a security, including transactions by a spouse or minor child. However,
the restrictions do not apply to transactions involving: (i) direct obligations
of the Government of the United States; (ii) high quality short-term debt
instruments, including bankers' acceptances, bank certificates of deposit,
commercial paper, and repurchase agreements; and (iii) shares of registered
open-end investment companies (including shares of
<PAGE>
any Vanguard fund). In addition, the restrictions do not apply to transactions
in accounts over which the access person has no direct or indirect control or
influence.
b) GENERAL RESTRICTIONS FOR ACCESS PERSONS. Vanguard access persons are
subject to the following restrictions with respect to their securities
transactions:
1) PRE-CLEARANCE OF SECURITIES TRANSACTIONS. Vanguard access persons must
receive approval from the Vanguard Compliance Department before
purchasing or selling any securities. The Vanguard Compliance
Department will notify Vanguard access persons if their proposed
securities transactions are permitted under this Code of Ethics.
2) TRADING THROUGH VANGUARD BROKERAGE SERVICES. Vanguard access persons
must conduct all their securities transactions through Vanguard
Brokerage Services. Vanguard Brokerage Services will send a
confirmation notice of any purchase or sale of securities by a
Vanguard access person to the Vanguard Compliance Department.
3) PROHIBITION ON INITIAL PUBLIC OFFERINGS. Vanguard access persons are
prohibited from acquiring securities in an initial public offering.
4) PROHIBITION ON PRIVATE PLACEMENTS. Vanguard access persons are
prohibited from acquiring securities in a private placement without
prior approval from the Vanguard Compliance Department. In the event
an access person receives approval to purchase securities in a private
placement, the access person must disclose that investment if he or
she plays any part in a Vanguard fund's later consideration of an
investment in the issuer.
5) PROHIBITION ON OPTIONS. Vanguard access persons are prohibited from
acquiring or selling any option on any security.
6) PROHIBITION ON SHORT-SELLING. Vanguard access persons are prohibited
from selling any security that the access person does not own or
otherwise engaging in "short-selling" activities.
7) PROHIBITION ON SHORT-TERM TRADING PROFITS. Vanguard access persons are
prohibited from profiting in the purchase and sale, or sale and
purchase, of the same (or related) securities within 60 calendar days.
In the event that an access person realizes profits on
<PAGE>
such short-term trades, the access person must relinquish such profits
to The Vanguard Group Foundation.
c) BLACKOUT RESTRICTIONS FOR ACCESS PERSONS. All Vanguard access persons
are subject to the following restrictions when their purchases and sales of
securities coincide with trades by the Vanguard funds:
1) PURCHASES AND SALES WITHIN THREE DAYS FOLLOWING A FUND TRADE. Vanguard
access persons are prohibited from purchasing or selling any security
within three calendar days after a Vanguard fund has traded in the
same (or a related) security. In the event that an access person makes
a prohibited purchase or sale within the three-day period, the access
person must unwind the transaction and relinquish any gain from the
transaction to The Vanguard Group Foundation.
2) PURCHASES WITHIN SEVEN DAYS BEFORE A FUND PURCHASE. A Vanguard access
person who purchases a security within seven calendar days before a
Vanguard fund purchases the same (or a related) security is prohibited
from selling the security for a period of six months following the
fund's trade. In the event that an access person makes a prohibited
sale within the six-month period, the access person must relinquish to
The Vanguard Group Foundation any gain from the transaction.
3) SALES WITHIN SEVEN DAYS BEFORE A FUND SALE. A Vanguard access person
who sells a security within seven days before a Vanguard fund sells
the same (or a related) security must relinquish to The Vanguard Group
Foundation the difference between the access person's sale price and
the Vanguard fund's sale price (assuming the access person's sale
price is higher).
4) RESTRICTIONS NOT APPLICABLE TO TRADES BY VANGUARD INDEX FUNDS. The
restrictions of this section 7c do not apply to purchases and sales of
securities by Vanguard access persons which would otherwise violate
section 7c solely because the transactions coincide with trades by any
Vanguard index funds.
SECTION 8: ADDITIONAL TRADING RESTRICTIONS FOR INSTITUTIONAL CLIENT CONTACTS
<PAGE>
a) APPLICATION. The restrictions of this section 8 apply to all Vanguard
Institutional client contacts. For purposes of the Code of Ethics, an
"Institutional client contact" includes any Vanguard employee who works in a
department or unit at Vanguard that has significant levels of interaction or
dealings with the management of clients of Vanguard's Institutional Investor
Group. The Vanguard Compliance Department will notify Vanguard employees who
qualify as Institutional client contacts of the restrictions of this Section 8.
b) PROHIBITION ON TRADING SECURITIES OF INSTITUTIONAL CLIENTS. Vanguard
Institutional client contacts are prohibited from acquiring securities issued by
clients of the Vanguard Institutional Investor Group (including any options or
futures contracts based on such securities). In the event that any individual
who becomes subject to this prohibition already owns securities issued by
Institutional clients, the individual will be prohibited from disposing of those
securities without prior approval from the Vanguard Compliance Department. The
restrictions of this section 8 apply to all transactions in which Institutional
client contacts have acquired or would acquire beneficial ownership (see section
6a) of a security, including transactions by a spouse or minor child. However,
the restrictions do not apply to transactions in any account over which an
individual does not possess any direct or indirect control or influence. The
Vanguard Compliance Department will maintain a list of the Institutional clients
to which the prohibitions of this section 8 apply. The Vanguard Compliance
Department may waive the prohibition on acquiring securities of Institutional
clients in appropriate cases (including, for example, cases in which an
individual acquires securities as part of an inheritance or through an
employer-sponsored employee benefits or compensation program).
SECTION 9: COMPLIANCE PROCEDURES
a) APPLICATION. The requirements of this section 9 apply to all Vanguard
personnel other than disinterested Directors and Trustees (see section 7a). The
requirements apply to all transactions in which Vanguard personnel have acquired
or would acquire beneficial ownership (see section 6a) of a security, including
transactions by a spouse or minor child. However, the requirements do not apply
to transactions involving: (i) direct obligations of the Government of the
United States; (ii) high quality short-term debt instruments, including bankers'
acceptances, bank certificates of deposit, commercial paper, and repurchase
agreements; and (iii) shares of registered open-end investment companies
(including shares of any Vanguard fund). In addition, the requirements do not
apply to securities acquired for accounts over which the person has no direct or
indirect control or influence.
<PAGE>
b) DISCLOSURE OF PERSONAL HOLDINGS. All Vanguard personnel must disclose
their personal securities holdings to the Vanguard Compliance Department upon
commencement of employment with Vanguard. These disclosures must identify the
title, number of shares, and principal amount with respect to each security
holding.
c) RECORDS OF SECURITIES TRANSACTIONS. All Vanguard personnel must notify
the Vanguard Compliance Department if they have opened or intend to open a
brokerage account. Vanguard personnel must direct their brokers to supply the
Vanguard Compliance Department with duplicate confirmation statements of their
securities transactions and copies of all periodic statements for their
brokerage accounts.
d) CERTIFICATION OF COMPLIANCE. All Vanguard personnel must certify
annually to the Vanguard Compliance Department that: (i) they have read and
understand this Code of Ethics; (ii) they have complied with all requirements of
the Code of Ethics; and (3) they have reported all transactions required to be
reported under the Code of Ethics.
SECTION 10: REQUIRED REPORTS BY DISINTERESTED DIRECTORS AND TRUSTEES
Disinterested Directors and Trustees (see section 7a) are required to report
their securities transactions to the Vanguard Compliance Department only in
cases where the Director or Trustee knew or should have known during the 15-day
period immediately preceding or following the date of the transaction that the
security had been purchased or sold, or was being considered for purchase or
sale, by a Vanguard fund.
SECTION 11: APPLICATION TO INVESTMENT ADVISERS
a) ADOPTION OF CODE OF ETHICS. Each investment adviser to a Vanguard fund
must adopt a code of ethics in compliance with Rule 17j-1 and provide the
Vanguard Compliance Department with a copy of the code of ethics and any
subsequent amendments. Each investment adviser is responsible for enforcing its
code of ethics and reporting to the Vanguard Compliance Department on a timely
basis any violations of the code of ethics and resulting sanctions.
<PAGE>
b) PREPARATION OF ANNUAL REPORTS. Each investment adviser to a Vanguard
fund must prepare an annual report on its code of ethics for review by the Board
of Trustees of the Vanguard fund. This report must contain the following:
1) a description of any issues arising under the adviser's code of ethics
including, but not limited to, information about any violations of the
code, sanctions imposed in response to such violations, changes made
to the code's provisions or procedures, and any recommended changes to
the code; and
2) a certification that the investment adviser has adopted such
procedures as are reasonably necessary to prevent access persons from
violating the code of ethics.
SECTION 12: REVIEW BY BOARDS OF DIRECTORS AND TRUSTEES
a) REVIEW OF INVESTMENT ADVISERS' CODE OF ETHICS. Prior to retaining the
services of any investment adviser for a Vanguard fund, the Board of Trustees of
the Vanguard fund must review the code of ethics adopted by the investment
adviser pursuant to Rule 17j-1 under the Investment Company Act of 1940. The
Board of Trustees must receive a certification from the investment adviser that
the adviser has adopted such procedures as are reasonably necessary to prevent
access persons from violating the adviser's code of ethics. A majority of the
Trustees of the Vanguard fund, including a majority of the disinterested
Trustees of the Fund, must determine whether the adviser's code of ethics
contains such provisions as are reasonably necessary to prevent access persons
from engaging in any act, practice, or course of conduct prohibited by the
anti-fraud provisions of Rule 17j-1.
b) REVIEW OF VANGUARD ANNUAL REPORTS. The Vanguard Compliance Department
must prepare an annual report on this Code of Ethics for review by the Board of
Directors of Vanguard and the Boards of Trustees of the Vanguard funds. The
report must contain the following:
1) a description of issues arising under the Code of Ethics since the
last report including, but not limited to, information about any
violations of the Code, sanctions imposed in response to such
violations, changes made to the Code's provisions or procedures, and
any recommended changes to the Code; and
<PAGE>
2) a certification that Vanguard and the Vanguard Funds have adopted such
procedures as are reasonably necessary to prevent access persons from
violating the Code of Ethics.
SECTION 13: SANCTIONS
In the event of any violation of this Code of Ethics, Vanguard senior management
will impose such sanctions as deemed necessary and appropriate under the
circumstances and in the best interests of Vanguard fund shareholders. In the
case of any violations by Vanguard employees, the range of sanctions could
include a letter of censure, suspension of employment without pay, or permanent
termination of employment.
SECTION 14: RETENTION OF RECORDS
Vanguard must maintain all records required by Rule 17j-1 including: (i) copies
of this Code of Ethics and the codes of ethics of all investment advisers to the
Vanguard funds; (ii) records of any violations of the codes of ethics and
actions taken as a result of the violations; (iii) copies of all certifications
made by Vanguard personnel pursuant to section 9d; (iv) lists of all Vanguard
personnel who are, or within the past five years have been, access persons
subject to the trading restrictions of section 8 and lists of the Vanguard
compliance personnel responsible for monitoring compliance with those trading
restrictions; and (v) copies of the annual reports to the Boards of Directors
and Trustees pursuant to section 12.
<PAGE>
FRANKLIN PORTFOLIO ASSOCIATES
CORPORATE POLICIES & PROCEDURES MANUAL
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Chapter Document Number
CORPORATE OBJECTIVES AND STANDARDS CPP-102-1
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Section Revised Date
CODE OF CONDUCT 12/8/95
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Subject Page Number
Introduction and Responsibilities 1 of 3
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Issuing Department
Legal Affairs
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INTRODUCTION:
Today's financial services marketplace is filled with a host of new challenges,
changes and opportunities. Amidst these changes, one constant guides Mellon Bank
Corporation and will continue to be central to all that we do: the mandate for
integrity.
Only by conducting ourselves and our business in accordance with the highest
standards of legal, ethical and moral integrity can we achieve our vision of
excellence and our goals for the future.
This Code of Conduct will familiarize you with the general guidelines of
professional conduct expected from associates in their interactions with
customers, prospective customers, competitors, suppliers, the communities we
serve, and one another. As Mellon associates, we can settle for nothing less
than full adherence to the Code.
Please read the Code carefully and retain it for your records. From time to
time, you may be asked to certify in writing that you have followed the Code, so
be sure you understand it. Appropriate officers should periodically reinforce
the importance of the Code to their associates, pointing out provisions of
particular relevance.
The penalty for violating any provision of this Code may be disciplinary action
up to and including dismissal. In addition, all violations of criminal laws
applicable to Mellon's business will be reported to the appropriate authorities
for prosecution.
Certain topics addressed in this Code of Conduct are addressed in greater detail
in Mellon's Confidential Information and Securities Trading Policies (CPP-903,
1-5). These topics include the treatment of confidential information,
restrictions on securities trading by associates and the "Chinese Wall" policy.
If you have any questions about this Code, ask your supervisor or consult with
Legal Affairs. If you suspect a violation of the Code of Conduct, contact the
General Counsel or Chief Compliance Officer.
All communications will be handled in a confidential manner.
Terms frequently used in the Code are defined as follows:
o appropriate officer - head of the affected group, department or subsidiary
o approval - formal written consent
o employee - any employee of Mellon Bank Corporation or any of its subsidiaries
o Bank - any bank or savings and loan association subsidiary, direct or
indirect, of Mellon Bank Corporation
o Chief Compliance Officer - Chief Compliance Officer of Mellon Bank Corporation
o Confidential Information and Securities Trading Policy - Mellon Bank
Corporation's Confidential Information and Securities Trading Policies
(CPP-903)
o Corporation - Mellon Bank Corporation
o General Counsel - General Counsel of Mellon Bank Corporation
o Mellon - Mellon Bank Corporation and all its subsidiaries and affiliates
<PAGE>
YOUR RESPONSIBILITIES:
As an associate, your personal conduct should reflect the highest professional
standards of behavior. You are obliged to monitor your personal and professional
affairs so as not to discredit yourself or Mellon. Your behavior at work
reflects Mellon's ethics, so you are expected to:
o obey all laws and regulations that apply to Mellon's business
o avoid activities that could create conflicts of interest or even the
appearance of conflicts of interest with Mellon; and
o respect the confidentiality of Mellon business information and information
about those with whom Mellon has business relationships.
Details of the above obligations are presented in the remainder of this Code of
Conduct. Remember, these standards and examples serve as guidelines.
Mellon has established the Questionable Activities Hotline (800-234-MELN, Ext.
4-8477) so associates may call to report suspected violations of the Code or
criminal activity involving Mellon. Calls may be made anonymously.
<PAGE>
[OBJECT OMITTED]
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Chapter Document Number
LEGAL AND REGULATORY CPP-903-1
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Section Revised Date
CONFIDENTIAL INFORMATION AND SECURITIES TRADING 10/2/95
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Subject Page Number
Introduction and Definitions 1 of 7
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Issuing Department
Legal Affairs
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INTRODUCTION :
Mellon Bank Corporation ("Mellon") and its associates, and the registered
investment companies for which The Dreyfus Corporation ("Dreyfus") and/or Mellon
serves as investment adviser, sub-investment adviser or administrator, are
subject to certain laws and regulations governing the use of confidential
information and personal securities trading. Mellon has developed Corporate
Policies CPP-903, 1-5, to establish specific standards to promote compliance
with applicable laws. Further, the Policies are intended to protect Mellon's
business secrets and proprietary information as well as that of its customers
and any entity for which it acts in a fiduciary capacity.
Corporate Policies CPP-903, 1-5, set forth procedures and limitations which
govern the personal securities transactions of every Mellon associate and
certain other individuals associated with the registered investment companies
for which Dreyfus and/or Mellon serves as investment adviser, sub-investment
adviser or administrator. The Policies are designed to reinforce Mellon's
reputation for integrity by avoiding even the appearance of impropriety in the
conduct of Mellon's business.
Associates should be aware that they may be held personally liable for any
improper or illegal acts committed during the course of their employment, and
that "ignorance of the law" is not a defense. Associates may be subject to civil
penalties such as fines, regulatory sanctions including suspensions, as well as
criminal penalties.
Associates outside the United States are also subject to applicable laws of
foreign jurisdictions, which may differ substantially from U.S. law and which
may subject such associates to additional requirements. Such associates must
comply with applicable requirements of pertinent foreign laws as well as with
the provisions of the Corporate Policies. To the extent any particular portion
of the Policies are inconsistent with foreign law, associates should consult the
General Counsel or the Manager of Corporate Compliance.
Any provision of the Policies may be waived or exempted at the discretion of the
Manager of Corporate Compliance. Any such waiver or exemption will be evidenced
in writing and maintained in the Risk Management and Compliance Department.
Associates must read the Policies and must comply with them. Failure to comply
with the provisions of the Policies may result in the imposition of serious
sanctions, including but not limited to disgorgement of profits, dismissal,
substantial personal liability and referral to law enforcement agencies or other
regulatory agencies. Associates should retain the Policies in their records for
future reference. Any questions regarding the Policies should be referred to the
Manager of Corporate Compliance or his/her designee.
DEFINITIONS:
Terms frequently used in the Policies are defined as follows:
Approval - written consent or written notice of nonobjection.
Associate - any employee of Mellon Bank Corporation or its direct or indirect
subsidiaries; does not include outside consultants or temporary help.
Beneficial Ownership - securities owned of record or held in the associate's
name are generally considered to be beneficially owned by the associate.
Securities held in the name of any other person are deemed to be beneficially
owned by the associate if by reason of any contract, understanding,
relationship, agreement or other arrangement, the associate obtains therefrom
benefits substantially equivalent to those of ownership, including the power to
vote, or to direct the disposition of, such securities. Beneficial ownership
includes securities held by others for the associate's benefit (regardless of
record ownership), e.g. securities held for the associate or members of the
associate's immediate family, defined below, by agents, custodians, brokers,
trustees, executors or other administrators; securities owned by the associate,
but which have not been transferred into the associate's name on the books of
the company; securities which the associate has pledged; or securities owned by
a corporation that should be regarded as the associate's personal holding
corporation. As a natural person, beneficial ownership is deemed to include
securities held in the name or for the benefit of the associate's immediate
family, which includes the associate's spouse, the associate's minor children
and stepchildren and the associate's relatives or the relatives of the
associate's spouse who are sharing the associate's home, unless because of
countervailing circumstances, the associate does not enjoy benefits
substantially equivalent to those of ownership. Benefits substantially
equivalent to ownership include, for example, application of the income derived
from such securities to maintain a common home, meeting expenses that such
person otherwise would meet from other sources, and the ability to exercise a
controlling influence over the purchase, sale or voting of such securities. An
associate is also deemed the beneficial owner of securities held in the name of
some other person, even though the associate does not obtain benefits of
ownership, if the associate can vest or revest title in himself at once, or at
some future time.
In addition, a person will be deemed the beneficial owner of a security if he
has the right to acquire beneficial ownership of such security at any time
(within 60 days) including but not limited to any right to acquire: (1) through
the exercise of any option, warrant or right; (2) through the conversion of a
security; or (3) pursuant to the power to revoke a trust, nondiscretionary
account or similar arrangement.
With respect to ownership of securities held in trust, beneficial ownership
includes ownership of securities as a trustee in instances where either the
associate as trustee or a member of the associate's "immediate family" has a
vested interest in the income or corpus of the trust, the ownership by the
associate of a vested beneficial interest in the trust and the ownership of
securities as a settlor of a trust in which the associate as the settlor has the
power to revoke the trust without obtaining the consent of the beneficiaries.
Certain exemptions to these trust beneficial ownership rules exist, including an
exemption for instances where beneficial ownership is imposed solely by reason
of the associate being settlor or beneficiary of the securities held in trust
and the ownership, acquisition and disposition of such securities by the trust
is made without the associate's prior approval as settlor or beneficiary.
"Immediate family" of an associate as trustee means the associate's son or
daughter (including any legally adopted children) or any descendant of either,
the associate's stepson or stepdaughter, the associate's father or mother or any
ancestor of either, the associate's stepfather or stepmother and his spouse.
To the extent that stockholders of a company use it as a personal trading or
investment medium and the company has no other substantial business,
stockholders are regarded as beneficial owners, to the extent of their
respective interests, of the stock thus invested or traded in. A general partner
in a partnership is considered to have indirect beneficial ownership in the
securities held by the partnership to the extent of his pro rata interest in the
partnership. Indirect beneficial ownership is not, however, considered to exist
solely by reason of an indirect interest in portfolio securities held by any
holding company registered under the Public Utility Holding Company Act of 1935,
a pension or retirement plan holding securities of an issuer whose employees
generally are beneficiaries of the plan and a business trust with over 25
beneficiaries.
Any person who, directly or indirectly, creates or uses a trust, proxy, power of
attorney, pooling arrangement or any other contract, arrangement or device with
the purpose or effect of divesting such person of beneficial ownership as part
of a plan or scheme to evade the reporting requirements of the Securities
Exchange Act of 1934 shall be deemed the beneficial owner of such security.
The final determination of beneficial ownership is a question to be determined
in light of the facts of a particular case. Thus, while the associate may
include security holdings of other members of his family, the associate may
nonetheless disclaim beneficial ownership of such securities.
"Chinese Wall" Policy - procedures designed to restrict the flow of information
within Mellon from units or individuals who are likely to receive material
nonpublic information to units or individuals who trade in securities or provide
investment advice. See CPP-903-2, Confidential Information and the Chinese Wall,
for more information.
Corporation - Mellon Bank Corporation.
Dreyfus - The Dreyfus Corporation and its subsidiaries.
Dreyfus Associate - any employee of Dreyfus; does not include outside
consultants or temporary help.
Exempt Securities - Exempt Securities are defined as:
o securities issued or guaranteed by the United States government or agencies or
instrumentalities;
o bankers' acceptances;
o bank certificates of deposit and time deposits;
o commercial paper;
o repurchase agreements; and
o securities issued by open-end investment companies.
General Counsel - General Counsel of Mellon Bank Corporation or any person to
whom relevant authority is delegated by the General Counsel.
Index Fund - an investment company which seeks to mirror the performance of the
general market by investing in the same stocks (and in the same proportion) as
a broad-based market index.
Initial Public Offering (IPO) - the first offering of a company's securities to
the public.
DEFINITIONS:
Investment Company - a company that issues securities that represent an
undivided interest in the net assets held by the company. Mutual funds are
investment companies that issue and sell redeemable securities representing an
undivided interest in the net assets of the company.
Manager of Corporate Compliance - the associate within the Risk Management and
Compliance Department of Mellon Bank Corporation who is responsible for
administering the Confidential Information and Securities Trading Policy, or
any person to whom relevant authority is delegated by the Manager of Corporate
Compliance.
Mellon - Mellon Bank Corporation and all of its direct and indirect
subsidiaries.
Naked Option - an option sold by the investor which obligates him or her to sell
a security which he or she does not own.
Nondiscretionary Trading Account - an account over which the associated person
has no direct or indirect control over the investment decision-making process.
Option - a security which gives the investor the right but not the obligation to
buy or sell a specific security at a specified price within a specified time.
Preclearance Compliance Officer - a person designated by the Manager of
Corporate Compliance, to administer, among other things, associates'
preclearance request for a specific business unit.
Private Placement - an offering of securities that is exempt from registration
under the Securities Act of 1933 because it does not constitute a public
offering.
Senior Management Committee - the Senior Management Committee of Mellon Bank
Corporation.
Short Sale - the sale of a security that is not owned by the seller at the time
of the trade.
<PAGE>
<TABLE>
<CAPTION> [OBJECT OMITTED]
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<S> <C>
Chapter Document Number
LEGAL AND REGULATORY CPP-903-3
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Section Revised Date
CONFIDENTIAL INFORMATION AND SECURITIES TRADING 6/14/99
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Subject Page Number
Security Transactions by Employees 1 of 6
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Issuing Department
Legal
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</TABLE>
POLICY:
Employees who engage in transactions involving Mellon securities should be aware
of their unique responsibilities with respect to such transactions arising from
the employment relationship and should be sensitive to even the appearance of
impropriety.
Purchases or sales by an employee of the securities of issuers with which Mellon
does business, or other third party issuers, could result in liability on the
part of such employee. Employees should be sensitive to even the appearance of
impropriety in connection with their personal securities transactions. Employees
should refer to the provisions under "Beneficial Ownership" below, which are
equally applicable to the restrictions on transactions in other securities.
The Mellon Code of Conduct contains certain restrictions on investments in
parties that do business with Mellon. Employees should refer to the Code of
Conduct and comply with such restrictions in addition to the restrictions and
reporting requirements set forth below.
MELLON
SECURITIES: The following restrictions apply to all transactions in Mellon's
publicly traded securities occurring in the employee's own account and in all
other accounts over which the employee could be expected to exercise influence
or control (see provisions under "Beneficial Ownership" below for more complete
discussion of the accounts to which these restrictions apply). These
restrictions are to be followed in addition to any restrictions that apply to
particular officers or directors (such as restrictions under Section 16 of the
Securities Exchange Act of 1934).
Short Sales - Short sales of Mellon securities by employees are prohibited.
Short Term Trading - Purchasing and selling, or selling and purchasing the same
(equivalent) Mellon securities within 60 days is prohibited. For purposes of
the 60-day holding period, securities will be equivalent if one is convertible
into the other, if one entails a right to purchase or sell the other, or if
the value of one is expressly dependent on the value of the other (e.g.,
derivative securities).
In cases of extreme hardship, employees (other than senior management) may
obtain permission to dispose of Mellon securities acquired within 60 days of the
proposed transaction, provided the transaction is pre-cleared with the Manager
of Corporate Compliance and any profits earned are disgorged in accordance with
procedures established by senior management. The Manager of Corporate Compliance
reserves the right to suspend the 60-day holding period restriction in the event
of severe market disruption.
Margin Transactions - Purchasing on margin of Mellon's publicly traded
securities by employees is prohibited. Margining Mellon securities in connect-
ion with a cashless exercise of an employee stock option through the Human
Resources Department is exempt from this restriction. Further, Mellon securi-
ties may be used to collateralize loans or the acquisition of securities other
than those issued by Mellon.
Option Transactions - Option transactions involving Mellon's publicly traded
securities are prohibited.Transactions under Mellon's Long-Term Incentive Plan
or other employee option plans are exempt from this restriction.
Major Mellon Events - Employees who have knowledge of major Mellon events that
have not yet been announced are prohibited from buying and selling Mellon's
publicly traded securities before such public announcements, even if the
employee believes the event does not constitute material nonpublic
information.
Mellon Blackout Period - Employees are prohibited from buying or selling
Mellon's publicly traded securities during a blackout period, which begins the
16th day of the last month of each calendar quarter and ends three business
days after Mellon publicly announces the financial results for that quarter.
In cases of extreme hardship, employees (other than senior management) may
request permission from the Manager of Corporate Compliance to dispose of
Mellon securities during the blackout period.
PLAN: For purposes of the blackout period and the short-term trading rule,
changing the investment in Mellon Common Stock accumulated pre-tax balance in
the Mellon 401(k) plan will be treated as a purchase or sale of Mellon Stock.
This means:
o Employees are prohibited from increasing or decreasing their accumulated
pre-tax balance in Mellon Common Stock during the blackout period.
o Employees are prohibited from increasing their accumulated pre-tax balance in
Mellon Common Stock and then decreasing it within 60 days.
o Employees are prohibited from decreasing their accumulated pre-tax balance in
Mellon Common Stock and then increasing it within 60 days. However, changes
to investments in Mellon Common Stock in the 401(k) plan will not be compared
to transactions in Mellon securities outside the 401(k) for purposes of the
60-day rule (Note: This does not apply to members of the Executive Management
Group, who should consult with the Legal Department.)
Except for the above there are no other restrictions applicable to the 401(k)
plan. This means, for example:
o Insider Risk and Investment Employees are not required to pre-clear any
elections or changes made in their 401(k) account.
o There is no restriction on employees' changing their salary deferral
contribution percentages with regard to either the blackout period or the
60-day rule.
o The regular salary deferral contribution to Mellon Common Stock in the 401(k)
that takes place with each pay will not be considered a purchase for the
purposes of either the blackout or the 60-day rule.
BENEFICIAL
OWNERSHIP:
The provisions discussed above apply to transactions in the employee's own name
and to all other accounts over which the employee could be expected to exercise
influence or control, including:
o accounts of a spouse, minor children or relatives to whom substantial support
is contributed;
o accounts of any other member of the employee's household (e.g., a relative
living in the same home);
o trust accounts for which the employee acts as trustee or otherwise exercises
any type of guidance or influence;
o Corporate accounts controlled, directly or indirectly, by the employee;
o arrangements similar to trust accounts that are established for bona fide
financial purposes and benefit the employee; and
o any other account for which the employee is the beneficial owner (see
CPP-903-1, Introduction and Definitions, for a complete legal definition of
Beneficial Ownership).
OTHER
SECURITIES:
The following restrictions apply to all securities transactions by employees:
Credit or Advisory Relationship - Employees may not buy or sell securities of a
company if they are considering granting, renewing or denying any credit
facility to that company or acting as an adviser to that company with respect
to its securities. In addition, lending employees who have assigned
responsibilities in a specific industry group are not permitted to trade
securities in that industry. This prohibition does not apply to transactions
in securities issued by open-end investment companies.
Customer Transactions - Trading for customers and Mellon accounts should always
take precedence over employees' transactions for their own or related
accounts.
OTHER
SECURITIES:
Front Running - Employees may not engage in "front running," that is, the
purchase or sale of securities for their own accounts on the basis of their
knowledge of Mellon's trading positions or plans.
Initial Public Offerings - Mellon prohibits its employees from acquiring any
securities in an initial public offering ("IPO").
Margin Transactions - Margin trading is a highly leveraged and relatively risky
method of investing that can create particular problems for financial services
employees. For this reason, all employees are urged to avoid margin trading.
Prior to establishing a margin account, the employee must obtain the written
permission of the Manager of Corporate Compliance. Any employee having a margin
account prior to the effective date of these Policies must notify the Manager of
Corporate Compliance of the existence of such account.
All employees having margin accounts, other than described below, must designate
the Manager of Corporate Compliance as an interested party on that account.
Employees must ensure that the Manager of Corporate Compliance promptly receives
copies of all trade confirmations and statements relating to the account
directly from the broker. If requested by a brokerage firm, please contact the
Manager of Corporate Compliance to obtain a letter (sometimes referred to as a
"407 letter") granting permission to maintain a margin account. Trade
confirmations and statements are not required on margin accounts established at
Dreyfus Investment Services Corporation for the sole purpose of cashless
exercises of employee stock options. In addition, products may be offered by a
broker/dealer that, because of their characteristics, are considered margin
accounts but have been determined by the Manager of Corporate Compliance to be
outside the scope of these Policies (e.g., a Cash Management Account that
provides overdraft protection for the customer). Any questions regarding the
establishment, use and reporting of margin accounts should be directed to the
Manager of Corporate Compliance (Refer to Exhibits B1 and B2 in the Confidential
Information and Securities Trading Policy booklet for an example of an
instruction letter to a broker).
OTHER
SECURITIES:
Material Nonpublic Information - Employees possessing material nonpublic
information regarding any issuer of securities must refrain from purchasing or
selling securities of that issuer until the information becomes public or is
no longer considered material.
Naked Options, Excessive Trading - Mellon discourages all employees from
engaging in short-term or speculative trading, in trading naked options, in
trading that could be deemed excessive or in trading that could interfere with
an employee's job responsibilities.
Private Placements - Employees are prohibited from acquiring any security in a
private placement unless they obtain the prior written approval of the
Pre-clearance Compliance Officer (applicable only to Investment Employees as
defined in PP-903-4, Classification of Employees), Manager of Corporate
Compliance and the employee's department head. Approval must be given by all
appropriate aforementioned persons for the acquisition to be considered
approved. After receipt of the necessary approvals and the acquisition,
employees are required to disclose that investment when they participate in
any subsequent consideration of an investment in the issuer for an advised
account. Final decision to acquire such securities for an advised account will
be subject to independent review.
Scalping - Employees may not engage in "scalping," that is, the purchase or sale
of securities for their own or Mellon's accounts on the basis of knowledge of
customers' trading positions or plans or Mellon's forthcoming investment
recommendations.
Short-Term Trading - Employees are discouraged from purchasing and selling, or
from selling and purchasing, the same (or equivalent) securities within 60
calendar days. With respect to Investment Employees only as defined in
CPP-903-4 (Classification of Employees), any profits realized on such short-
term trades must be disgorged in accordance with procedures established by
senior management.
<PAGE>
[OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter Document Number
LEGAL AND REGULATORY CPP-903-4 (A)
- --------------------------------------------------------------------------------
Section Revised Date
CONFIDENTIAL INFORMATION AND SECURITIES TRADING 10/2/95
- --------------------------------------------------------------------------------
Subject Page Number
Requirements Applicable to Insider Risk Associates Only 8 of 8
- --------------------------------------------------------------------------------
Issuing Department
Legal Affairs
- --------------------------------------------------------------------------------
POLICY:
No Insider Risk Associate may engage in or recommend any securities transaction
that places, or appears to place, his or her own interests above those of any
customer to whom investment services are rendered, including mutual funds and
managed accounts, or above the interests of Mellon.
EFFECTIVE
DATE:
The following restrictions will be effective upon adoption of Corporate Policies
CPP-903, 1-5. Securities of financial services organizations properly acquired
before the later of the effective date of these Policies or the date of hire may
be maintained or disposed of at the owner's discretion.
Additional securities of a financial services organization acquired through the
reinvestment of the dividends paid by such financial services organization
through a dividend reinvestment program (DRIP) are not subject to this
prohibition, provided your election to participate in the DRIP predates the
later of the effective date of these Policies or date of hire. Optional cash
purchases through a DRIP are subject to this prohibition.
Within 30 days of the later of the effective date of these Policies or date of
becoming subject to this prohibition, all holdings of securities of financial
services organizations must be disclosed in writing to the Manager of Corporate
Compliance. Periodically, you will be asked to file an updated disclosure of all
your holdings of securities of financial services organizations.
DEFINITIONS:
Security Issued by a Financial Services Organization - any security issued by:
o o
*COMMERCIAL BANKS (OTHER THAN MELLON) BANK HOLDING COMPANIES (OTHER THAN
MELLON)
o o
*THRIFTS SAVINGS AND LOAN ASSOCIATIONS
o o
*INSURANCE COMPANIES BROKER/DEALERS
o o
*INVESTMENT ADVISORY COMPANIES TRANSFER AGENTS
o o
*SHAREHOLDER SERVICING COMPANIES OTHER DEPOSITORY INSTITUTIONS
DEFINITIONS:
The term "securities issued by a financial services organization" does not
include securities issued by mutual funds, variable annuities or insurance
policies. Further, for purposes of determining whether a company is a financial
services organization, subsidiaries and parent companies are treated as separate
issuers.
RESTRICTIONS:
You are prohibited from acquiring any security issued by a financial services
organization if you are:
o a member of the Mellon Senior Management Committee. For purposes of this
restriction only, this prohibition also applies to those members of the Mellon
Senior Management Committee who are considered Investment Associates.
o employed in any of the following departments of a Mellon entity other than
Dreyfus (see CPP-903-1, Introduction and Definitions, for definition of
"Dreyfus"):
o o
* STRATEGIC PLANNING FINANCE
o o
* INSTITUTIONAL BANKING LEGAL
o an associate specifically designated by the Manager of Corporate Compliance
and informed that this prohibition is applicable to you.
PRECLEARANCE
REQUIREMENT:
All Insider Risk Associates must notify the Manager of Corporate Compliance in
writing and receive preclearance before they engage in any purchase or sale of a
security. Insider Risk Associates should refer to the provisions under
"Beneficial Ownership" (See CPP-903-3), which are equally applicable to these
provisions.
Exemptions from Requirement to Preclear - Preclearance is not required for the
following transactions:
o purchases or sales of Exempt Securities (see CPP-903-1,
Introduction and Definitions);
o purchases or sales of municipal bonds;
o purchases or sales effected in any account over which an associate has no
direct or indirect control over the investment decision-making process (e.g.,
nondiscretionary trading accounts). Nondiscretionary trading accounts may only
be maintained, without being subject to preclearance procedures, when the
Manager of Corporate Compliance, after a thorough review, is satisfied that
the account is truly nondiscretionary;
o transactions that are non-volitional on the part of an associate (such as
stock dividends);
o the sale of stock received upon the exercise of an associate stock option if
the sale is part of a "netting of shares" or "cashless exercise" administered
by the Human Resources Department (for which the Human Resources Department
will forward information to the Manager of Corporate Compliance);
o the automatic reinvestment of dividends under a DRIP (preclearance is required
for optional cash purchases under a DRIP);
o purchases effected upon the exercise of rights issued by an issuer pro rata to
all holders of a class of securities, to the extent such rights were acquired
from such issuer;
o sales of rights acquired from an issuer, as described above; and/or
PRECLEARANCE
REQUIREMENT:
o those situations where the Manager of Corporate Compliance determines, after
taking into consideration the particular facts and circumstances, that prior
approval is not necessary.
REQUESTS FOR
PRECLEARANCE:
All requests for preclearance for a securities transaction shall be submitted to
the Manager of Corporate Compliance by completing a Preclearance Request Form
(refer to Exhibit C1 in the Confidential Information and Securities Trading
Policy booklet).
The Manager of Corporate Compliance will notify the Insider Risk Associate
whether the request is approved or denied, without disclosing the reason for
such approval or denial.
Notifications may be given in writing or verbally by the Manager of Corporate
Compliance to the Insider Risk Associate. A record of such notification will be
maintained by the Manager of Corporate Compliance. However, it shall be the
responsibility of the Insider Risk Associate to obtain a written record of the
Manager of Corporate Compliance's notification within 24 hours of such
notification. The Insider Risk Associate should retain a copy of this written
record.
As there could be many reasons for preclearance being granted or denied, Insider
Risk Associates should not infer from the preclearance response anything
regarding the security for which preclearance was requested.
Although making a preclearance request does not obligate an Insider Risk
Associate to do the transaction, it should be noted that:
o preclearance authorization will expire at the end of the third business day
after it is received (the day authorization is granted is considered the first
business day);
o preclearance requests should not be made for a transaction that the Insider
Risk Associate does not intend to make; and
o Insider Risk Associates should not discuss with anyone else, inside or outside
Mellon, the response they received to a preclearance request. Every Insider
Risk Associate must follow these procedures or risk serious sanctions,
including dismissal. If you have any questions about these procedures you
should consult the Manager of Corporate Compliance. Interpretive issues that
arise under these procedures shall be decided by, and are subject to the
discretion of, the Manager of Corporate Compliance.
RESTRICTED
LIST:
The Manager of Corporate Compliance will maintain a list (the "Restricted List")
of companies whose securities are deemed appropriate for implementation of
trading restrictions for Insider Risk Associates. Restricted List(s) will not be
distributed outside of the Risk Management and Compliance Department. From time
to time, such trading restrictions may be appropriate to protect Mellon and its
Insider Risk Associates from potential violations, or the appearance of
violations, of securities laws.
The inclusion of a company on the Restricted List provides no indication of the
advisability of an investment in the company's securities or the existence of
material nonpublic information on the company. Nevertheless, the contents of the
Restricted List will be treated as confidential information to avoid unwarranted
inferences.
To assist the Manager of Corporate Compliance in identifying companies that may
be appropriate for inclusion on the Restricted List, the department heads of
sections in which Insider Risk Associates are employed will inform the Manager
of Corporate Compliance in writing of any companies they believe should be
included on the Restricted List, based upon facts known or readily available to
such department heads. Although the reasons for inclusion on the Restricted List
may vary, they could typically include the following:
o Mellon is involved as a lender, investor or adviser in a merger, acquisition
or financial restructuring involving the company;
o Mellon is involved as a selling shareholder in a public distribution of the
company's securities;
o Mellon is involved as an agent in the distribution of the company's
securities;
o Mellon has received material nonpublic information on the company;
o Mellon is considering the exercise of significant creditors' rights against
the company; or
o The company is a Mellon borrower in Credit Recovery. Department heads of
sections in which Insider Risk Associates are employed are also responsible
for notifying the Manager of Corporate Compliance in writing of any change in
circumstances making it appropriate to remove a company from the Restricted
List.
REQUIRED
REPORTING:
The following reports must be filed for personal securities transactions:
o Brokerage Accounts - All Insider Risk Associates are required to instruct
their brokers to submit directly to the Manager of Corporate Compliance copies
of all trade confirmations and statements relating to their account (refer to
Exhibit B1 in the Confidential Information and Securities Trading Policy
booklet).
o Report of Transactions in Mellon Securities - Insider Risk Associates must
also report in writing to the Manager of Corporate Compliance within ten
calendar days whenever they purchase or sell Mellon securities if the
transaction was not through a brokerage account as described above. Purchases
and sales of Mellon securities include the following:
o DRIP Optional Cash Purchases - Optional cash purchases under Mellon's
Dividend Reinvestment and Common Stock Purchase Plan (the "Mellon DRIP").
o Stock Options - The sale of stock received upon the exercise of an associate
stock option unless the sale is part of a "netting of shares" or "cashless
exercise" administered by the Human Resources Department (for which the Human
Resources Department will forward information to the Manager of Corporate
Compliance).
It should be noted that the reinvestment of dividends under the DRIP, changes in
elections under Mellon's Retirement Savings Plan, the receipt of stock under
Mellon's Restricted Stock Award Plan and the receipt or exercise of options
under Mellon's Long-Term Profit Incentive Plan are not considered purchases or
sales for the purpose of this reporting requirement (refer to Exhibit A in the
Confidential Information and Securities Trading booklet).
CONFIDENTIAL
TREATMENT:
The Manager of Corporate Compliance will use his or her best efforts to assure
that all requests for preclearance, all personal securities transaction reports
and all reports of securities holdings are treated as "Personal and
Confidential." However, such documents will be available for inspection by
appropriate regulatory agencies and by other parties within and outside Mellon
as are necessary to evaluate compliance with or sanctions under this Policy.
<PAGE>
[OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter Document Number
LEGAL AND REGULATORY CPP-903-4 (B)
- --------------------------------------------------------------------------------
Section Revised Date
CONFIDENTIAL INFORMATION AND SECURITIES TRADING 10/2/95
- --------------------------------------------------------------------------------
Subject Page Number
Requirements Applicable to Investment Associates Only 9 of 9
- --------------------------------------------------------------------------------
Issuing Department
Legal Affairs
- --------------------------------------------------------------------------------
POLICY:
Because of their particular responsibilities, Investment Associates are subject
to different preclearance and personal securities reporting requirements as
discussed below. No Investment Associate may recommend a securities transaction
for a Mellon customer to whom a fiduciary duty is owed, or for Mellon, without
disclosing any interest he or she has in such securities or issuer (other than
an interest in publicly traded securities where the total investment is equal to
or less than $25,000), including:
o any direct or indirect beneficial ownership of any securities of such issuer;
o any contemplated transaction by the Investment Associate in such securities;
o any position with such issuer or its affiliates; and
o any present or proposed business relationship between such issuer or its
affiliates and the Investment Associate or any party in which the Investment
Associate has a beneficial ownership interest (see "Beneficial Ownership" in
CPP-903-3).
RESTRICTIONS:
The following restrictions apply to all Investment Associates:
o Portfolio Information - No Investment Associate may divulge the current
portfolio positions, or current or anticipated portfolio transactions,programs
or studies, of Mellon or any Mellon customer to anyone unless it is properly
within his or her job responsibilities to do so.
o Material Nonpublic Information - No Investment Associate may engage in or
recommend a securities transaction, for his or her own benefit or for the
benefit of others, including Mellon or its customers, while in possession of
material nonpublic information regarding such securities. No Investment
Associate may communicate material nonpublic information to others unless it
is properly within his or her job responsibilities to do so.
o Short-Term Trading - Any Investment Associate who purchases and sells, or
sells and purchases, the same (or equivalent) securities within any
60-calendar-day period is required to disgorge all profits realized on such
transaction in accordance with procedures established by senior management.
For this purpose, securities will be deemed to be equivalent if one is
convertible into the other, if one entails a right to purchase or sell the
other, or if the value of one is expressly dependent on the value of the other
(e.g., derivative securities).
In addition to the previous restrictions, the following restrictions apply only
to Dreyfus Associates and Associates of Mellon Entities Registered Under The
Investment Advisers Act of 1940 (i.e.,"40 Act Associates"):
o Outside Activities - No 40 Act associate may serve on the board of
directors/trustees or as a general partner of any publicly traded company
(Other than Mellon) without the prior approval
o the Manager of Corporate Compliance.
o Gifts - All 40 Act associates are prohibited from accepting gifts from outside
companies, or their representatives, with an exception for gifts of (1) a de
minimis value and (2) an occasional meal, a ticket to a sporting event or the
theater, or comparable entertainment for the 40 Act associate and, if
appropriate, a guest, which is neither so frequent nor extensive as to raise
any question of impropriety. A gift shall be considered de minimis if it does
not exceed an annual amount per person fixed periodically by the National
Association of Securities Dealers, which is currently $100 per person.
o Blackout Period - 40 Act associates will not be given clearance to execute a
transaction in any security that is being considered for purchase or sale by
an affiliated investment company, managed account or trust, for which a pend-
ing buy or sell order for such affiliated account is pending, and for two
business days after the transaction in such security for such affiliated
account has been effected. This provision does not apply to transactions
effected or contemplated by index funds.
In addition, portfolio managers for the investment companies are prohibited from
buying or selling a security within seven calendar days before and after such
investment company trades in that security. Any violation of the foregoing will
require the violator to disgorge all profit realized with respect to such
transaction.
PRECLEARANCE
REQUIREMENT:
All Investment Associates must notify the Preclearance Compliance Officer in
writing and receive preclearance before they engage in any purchase or sale of a
security. Exemptions from Requirement to Preclear - Preclearance is not required
for the following transactions:
o purchases or sales of "Exempt Securities" (see CPP-903-1, Definitions);
o purchases or sales effected in any account over which an associate has no
direct or indirect control over the investment decision-making process (i.e.,
nondiscretionary trading accounts). Nondiscretionary trading accounts may only
be maintained, without being subject to preclearance procedures, when the
Preclearance Compliance Officer, after a thorough review, is satisfied that
the account is truly nondiscretionary;
o transactions which are non-volitional on the part of an associate (such as
stock dividends);
o the sale of stock received upon the exercise of an associate stock option if
the sale is part of a "netting of shares" or "cashless exercise" administered
by the Human Resources Department (for which the Human Resources Department
will forward information to the manager of Corporate Compliance);
o purchases which are part of an automatic reinvestment of dividends under a
DRIP (Preclearance is required for optional cash purchases under a DRIP);
o purchases effected upon the exercise of rights issued by an issuer pro rata to
all holders of a class of securities, to the extent such rights were acquired
from such issuer;
o sales of rights acquired from an issuer, as described above; and/or
o those situations where the Preclearance Compliance Officer determines, after
taking into consideration the particular facts and circumstances, that prior
approval is not necessary.
REQUESTS FOR PRECLEARANCE:
All requests for preclearance for a securities transaction shall be submitted to
the Preclearance Compliance Officer by completing a Preclearance Request Form
(refer to the Confidential Information and Securities Trading Policy booklet for
the following Exhibits: Investment Associates other than Dreyfus associates are
to use the Preclearance Request Form shown in Exhibit C1. Dreyfus associates are
to use the Preclearance Request Form shown in Exhibit C2).
The Preclearance Compliance Officer will notify the Investment Associate whether
the request is approved or denied without disclosing the reason for such
approval or denial.
Notifications may be given in writing or verbally by the Preclearance Compliance
Officer to the Investment Associate. A record of such notification will be
maintained by the Preclearance Compliance Officer. However, it shall be the
responsibility of the Investment Associate to obtain a written record of the
Preclearance Compliance Officer's notification within 24 hours of such
notification. The Investment Associate should retain a copy of this written
record.
As there could be many reasons for preclearance being granted or denied,
Investment Associates should not infer from the preclearance response anything
regarding the security for which preclearance was requested.
Although making a preclearance request does not obligate an Investment Associate
to do the transaction, it should be noted that:
o preclearance authorization will expire at the end of the day on which
preclearance is given;
o preclearance requests should not be made for a transaction that the Investment
Associate does not intend to make; and
o Investment Associates should not discuss with anyone else, inside or outside
Mellon, the response the Investment Associate received to a preclearance
request.
Every Investment Associate must follow these procedures or risk serious
sanctions, including dismissal. If you have any questions about these
procedures, consult the Preclearance Compliance Officer. Interpretive issues
that arise under these procedures shall be decided by, and are subject to the
discretion of, the Manager of Corporate Compliance.
RESTRICTED LIST:
Each Preclearance Compliance Officer will maintain a list (the "Restricted
List") of companies whose securities are deemed appropriate for implementation
of trading restrictions for Investment Associates in their area. From time to
time, such trading restrictions may be appropriate to protect Mellon and its
Investment Associates from potential violations, or the appearance of
violations, of securities laws. The inclusion of a company on the Restricted
List provides no indication of the advisability of an investment in the
company's securities or the existence of material nonpublic information on the
company. Nevertheless, the contents of the Restricted List will be treated as
confidential information in order to avoid unwarranted inferences.
In order to assist the Preclearance Compliance Officer in identifying companies
that may be appropriate for inclusion on the Restricted List, the head of the
entity/department/area in which Investment Associates are employed will inform
the appropriate Preclearance Compliance Officer in writing of any companies that
they believe should be included on the Restricted List based upon facts known or
readily available to such department heads.
REQUIRED
REPORTING:
The following reports must be filed for personal securities transactions:
o Brokerage Accounts - All Investment Associates are required to instruct their
brokers to submit directly to the Manager of Corporate Compliance copies of
all trade confirmations and statements relating to their account (refer to
Exhibits B1 and B2 in the Confidential Information and Securities Trading
Policy booklet).
o Report of Transactions in Mellon Securities - Investment Associates must also
report in writing to the Manager of Corporate Compliance within ten calendar
days whenever they purchase or sell Mellon securities if the transaction was
not through a brokerage account as described above. Purchases and sales of
Mellon securities include the following:
o DRIP Optional Cash Purchases - Optional cash purchases under Mellon's
Dividend Reinvestment and Common Stock Purchase Plan (the "Mellon DRIP").
o Stock Options - The sale of stock received upon the exercise of an associate
stock option unless the sale is part of a "netting of shares" or "cashless
exercise" administered by the Human Resources Department (for which the Human
Resources Department will forward information to the Manager of Corporate
Compliance).
It should be noted that the reinvestment of dividends under the DRIP, changes in
elections under Mellon's Retirement Savings Plan, the receipt of stock under
Mellon's Restricted Stock Award Plan, and the receipt or exercise of options
under Mellon's Long-Term Profit Incentive Plan are not considered purchases or
sales for the purpose of this reporting requirement (refer to Exhibit A in the
Confidential Information and Securities Trading Policy booklet).
o Statement of Securities Holdings - Within ten days of becoming an Investment
Associate and on an annual basis thereafter, all Investment Associates must
submit to the Manager of Corporate Compliance a statement of all securities in
which they presently have any direct or indirect beneficial ownership other
than Exempt Securities, as defined in the CPP-903-1, Definitions.
o Investment Associates should refer to "Beneficial Ownership" (CPP-903-3) which
is also applicable to Investment Associates (refer to Exhibit D in the
Confidential Information and Securities Trading Policy booklet for Statement
Format). The annual report must be submitted by January 31 and must report all
securities holdings other than Exempt Securities. The annual statement of
securities holdings contains an acknowledgment that the Investment Associate
has read and complied with this Policy.
o Special Requirement with Respect to Affiliated Investment Companies - The
portfolio managers, research analysts and other Investment Associates
specifically designated by the Manager of Corporate Compliance are required
within ten calendar days of becoming an Investment Associate (and by no later
than ten calendar days after the end of each calendar quarter) to report every
transaction in the securities issued by an affiliated investment company
occurring in an account in which the Investment Associate has a beneficial
ownership interest. The quarterly reporting requirement may be satisfied by
notifying the Manager of Corporate Compliance of the name of the investment
company, account name and account number for which such quarterly reports must
be submitted.
CONFIDENTIAL
TREATMENT:
The Preclearance Compliance Officer will use his or her best efforts to assure
that all requests for preclearance, all personal securities transaction reports
and all reports of securities holdings are treated as "Personal and
Confidential." However, such documents will be available for inspection by
appropriate regulatory agencies, and by other parties within and outside Mellon
as are necessary to evaluate compliance with or sanctions under this Policy.
Documents received from Dreyfus associates are also available for inspection by
the boards of directors of Dreyfus and by the boards of directors(or trustees or
managing general partners, as applicable) of the investment companies managed or
administered by Dreyfus.
<PAGE>
[OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter Document Number
LEGAL AND REGULATORY CPP-903-4 (C)
- --------------------------------------------------------------------------------
Section Revised Date
CONFIDENTIAL INFORMATION AND SECURITIES TRADING 10/2/95
- --------------------------------------------------------------------------------
Subject Page Number
Requirements Applicable to Other Associates Only 4 of 4
- --------------------------------------------------------------------------------
Issuing Department
Legal Affairs
- --------------------------------------------------------------------------------
POLICY:
Except for private placements, Other Associates are permitted to engage in
personal securities transactions without obtaining prior approval from the
Manager of Corporate Compliance. Other Associates are not required to report
their personal securities transactions other than margin transactions and
transactions involving Mellon securities as discussed herein.
RESTRICTIONS:
The following restrictions apply to all Other Associates:
o Margin Transactions - Prior to establishing a margin account, Other Associates
must obtain the written permission of the Manager of Corporate Compliance.
Other Associates having a margin account prior to the effective date of this
Policy must notify the Manager of Corporate Compliance of the existence of
such account.
All associates having margin accounts, other than described below, must
designate the Manager of Corporate Compliance as an interested party on each
account. Associates must ensure that the Manager of Corporate Compliance
promptly receives copies of all trade confirmations and statements relating to
the accounts directly from the broker. If requested by a brokerage firm, please
contact the Manager of Corporate Compliance to obtain a letter (sometimes
referred to as a "407 letter") granting permission to maintain a margin account.
Trade confirmations and statements are not required on margin accounts
established at Dreyfus Investment Services Corporation for the sole purpose of
cashless exercises of Mellon employee stock options. In addition, products may
be offered by a broker/dealer that, because of their characteristics, are
considered margin accounts but have been determined by the Manager of Corporate
Compliance to be outside the scope of this Policy (e.g., a Cash Management
account which provides overdraft protection for the customer). Any questions
regarding the establishment, use and reporting of margin accounts should be
directed to the Manager of Corporate Compliance (refer to Exhibit B1 in the
Confidential Information and Trading
<PAGE>
RESTRICTIONS:
(Cont.)
Securities booklet for an example of an instruction letter to a broker).
o Private Placements - Other Associates are prohibited from acquiring any
security in a private placement unless they obtain the prior written approval
of the Manager of Corporate Compliance and the Associate's department head.
Approval must be given by both of the aforementioned persons for the
acquisition to be considered approved.
As there could be many reasons for preclearance being granted or denied,
Other Associates should not infer from the preclearance response anything
regarding the security for which preclearance was requested.
Although making a preclearance request does not obligate an Other Associate
to do the transaction, it should be noted that:
o preclearance authorization will expire at the end of the third business day
after it is received (the day authorization is granted is considered the first
business day);
o preclearance requests should not be made for a transaction that the Other
Associate does not intend to make; and
o Other Associates should not discuss with anyone else, inside or outside
Mellon, the response the Investment Associate received to a preclearance
request. Every Other Associate must follow these procedures or risk serious
sanctions, including dismissal. If you have any questions about these
procedures you should consult the Manager of Corporate Compliance.Interpretive
issues that arise under these procedures shall be decided by, and are subject
to the discretion of, the Manager of Corporate Compliance.
PRECLEARANCE
REQUIREMENT:
Except for private placements, Other Associates are permitted to engage in
personal securities transactions without obtaining prior approval from the
Manager of Corporate Compliance (for preclearance of private placements, use the
Preclearance Request Form shown in Exhibit C1of the Confidential Infromation and
Securities Trading Policy booklet).
REQUIRED
REPORTING:
Other Associates are not required to report their personal securities
transactions other than margin transactions and transactions involving Mellon
securities as discussed below. Other Associates are required to instruct their
brokers to submit directly to the Manager of Corporate Compliance copies of all
confirmations and statements pertaining to margin accounts (refer to Exhibit B1
in the Confidential Information and Trading Securities booklet for an example of
an instruction letter to a broker) :
o Report of Transactions in Mellon Securities - Other Associates must report in
writing to the Manager of Corporate Compliance within ten calendar days
whenever they purchase or sell Mellon securities. Purchases and sales of
Mellon securities include the following:
o DRIP Optional Cash Purchases - Optional cash purchases under Mellon's
Dividend Reinvestment and Common Stock Purchase Plan (the "Mellon DRIP").
o Stock Options - The sale of stock received upon the exercise of an associate
stock option unless the sale is part of a "netting of shares" or "cashless
exercise" administered by the Human Resources Department (for which the Human
Resources Department will forward information to the Manager of Corporate
Compliance).
It should be noted that the reinvestment of dividends under the DRIP, changes in
elections under Mellon's Retirement Savings Plan, the receipt of stock under
Mellon's Restricted Stock Award Plan and the receipt or exercise of options
under Mellon's Long-Term Profit Incentive Plan are not considered purchases or
sales for the purpose of this reporting requirement (refer to Exhibit A in the
Confidential Information and Securities Trading Policy booklet for an example of
the written report to the Manager of Corporate Compliance).
CONFIDENTIAL
TREATMENT:
The Manager of Corporate Compliance will use his or her best efforts to assure
that all requests for preclearance, all personal securities transaction reports
and all reports of securities holdings are treated as "Personal and
Confidential." However, such documents will be available for inspection by
appropriate regulatory agencies and other parties within and outside Mellon as
are necessary to evaluate compliance with or sanctions under this Policy.
<PAGE>
[OBJECT OMITTED]
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Chapter Document Number
CORPORATE OBJECTIVES AND STANDARDS CPP-102-1
- --------------------------------------------------------------------------------
Section Revised Date
CODE OF CONDUCT 12/8/95
- --------------------------------------------------------------------------------
Subject Page Number
Introduction and Responsibilities 3 of 3
- --------------------------------------------------------------------------------
Issuing Department
Legal Affairs
- --------------------------------------------------------------------------------
INTRODUCTION:
Today's financial services marketplace is filled with a host of new challenges,
changes and opportunities. Amidst these changes, one constant guides Mellon Bank
Corporation and will continue to be central to all that we do: the mandate for
integrity.
Only by conducting ourselves and our business in accordance with the highest
standards of legal, ethical and moral integrity can we achieve our vision of
excellence and our goals for the future.
This Code of Conduct will familiarize you with the general guidelines of
professional conduct expected from associates in their interactions with
customers, prospective customers, competitors, suppliers, the communities we
serve, and one another. As Mellon associates, we can settle for nothing less
than full adherence to the Code.
Please read the Code carefully and retain it for your records. From time to
time, you may be asked to certify in writing that you have followed the Code, so
be sure you understand it. Appropriate officers should periodically reinforce
the importance of the Code to their associates, pointing out provisions of
particular relevance.
The penalty for violating any provision of this Code may be disciplinary action
up to and including dismissal. In addition, all violations of criminal laws
applicable to Mellon's business will be reported to the appropriate authorities
for prosecution.
Certain topics addressed in this Code of Conduct are addressed in greater detail
in Mellon's Confidential Information and Securities Trading Policies (CPP-903,
1-5). These topics include the treatment of confidential information,
restrictions on securities trading by associates and the "Chinese Wall" policy.
If you have any questions about this Code, ask your supervisor or consult with
Legal Affairs. If you suspect a violation of the Code of Conduct, contact the
General Counsel or Chief Compliance Officer. All communications will be handled
in a confidential manner.
INTRODUCTION
Terms frequently used in the Code are defined as follows:
o appropriate officer - head of the affected group, department or subsidiary o
approval - formal written consent
o employee - any employee of Mellon Bank Corporation or any of its subsidiaries
o Bank - any bank or savings and loan association subsidiary, direct or
indirect, of Mellon Bank Corporation
o Chief Compliance Officer - Chief Compliance Officer of Mellon Bank Corporation
o Confidential Information and Securities Trading Policy - Mellon Bank
Corporation's Confidential Information and Securities Trading Policies
(CPP-903)
o Corporation - Mellon Bank Corporation
o General Counsel - General Counsel of Mellon Bank Corporation
o Mellon - Mellon Bank Corporation and all its subsidiaries and affiliates
YOUR
RESPONSIBILITIES:
As an associate, your personal conduct should reflect the highest professional
standards of behavior. You are obliged to monitor your personal and professional
affairs so as not to discredit yourself or Mellon. Your behavior at work
reflects Mellon's ethics, so you are expected to:
o obey all laws and regulations that apply to Mellon's business
o avoid activities that could create conflicts of interest or even the
appearance of conflicts of interest with Mellon; and
o respect the confidentiality of Mellon business information and information
about those with whom Mellon has business relationships.
YOUR
RESPONSIBILITIES:
Details of the above obligations are presented in the remainder of this Code of
Conduct. Remember, these standards and examples serve as guidelines.
Mellon has established the Questionable Activities Hotline (800-234-MELN, Ext.
4-8477) so associates may call to report suspected violations of the Code or
criminal activity involving Mellon. Calls may be made anonymously.
<PAGE>
[OBJECT OMITTED]
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Chapter Document Number
FINANCE AND ACCOUNTING CPP-607-1
- --------------------------------------------------------------------------------
Section Revised Date
PROCUREMENT 5/4/98
- --------------------------------------------------------------------------------
Subject Page Number
Policy 1 of 2
- --------------------------------------------------------------------------------
Issuing Department
Corporate Services
- --------------------------------------------------------------------------------
APPROVAL: To serve as a director, officer or general partner of an outside
entity, obtain or renew approval as follows:
Responsibility
Employee Requesting
Approval Action
1. Complete an Outside Directorships and Offices Approval Form that can be
obtained as follows:
o Send an e-mail request via MS Mail to Outside Directorships/Policy or via the
Internet to [email protected]. An MS Word version of the form will be
returned via e-mail.
o If e-mail is unavailable, contact Corporate Compliance at (412) 234-1676 or
(412) 236-1597. A form will be sent via interoffice mail.
2. As needed, obtain the following additional information:
o If the outside entity has, or is seeking a credit facility with Mellon, attach
a copy of the current exposure summary sheet and credit approval form. If the
"Customer Risk Rating" is greater than 5, complete the "Justification for
Approval" section (question number 22) of the Outside Directorships and
Offices Approval Form.
o If Indemnification is being requested, complete the "Indemnification Request"
section (question number 23) of the Outside Directorship and Offices Approval
Form, documenting the benefits to Mellon for approval of the indemnification
request.
NOTE: Missing information will cause the form to be returned to the
employee requesting approval.
3. Send the original completed approval form and any required attachments to
Corporate Compliance in Pittsburgh (151-4340) for further processing and
retain a copy.
Responsibility
Corporate Compliance
Action
4. Review the form and obtain approval signatures, when required.
Approvals are generally required for new applications to certain outside
entities as follows:
Chief Executive Office approval when the applicant is a member of the
Senior Management Committee, and the outside entity:
o debtor of Mellon Bank Corporation or any of its subidiaries
o one for which the employee is seeking Indemnification
Senior Management Committee member approval for:
o for-profit organization
o issue-oriented organization
o local government (including appointed offices)
o debtor of Mellon Bank Corporation or any of its subsidiaries
o one for which the employee is seeking Indemnification
Chief Risk Officer approval for:
o debtor of Mellon Bank Corporation or any of its subsidiaries
o one for which the employee is seeking Indemnification
Responsibility Action
Corporate Compliance
Corporate Affairs approval for:
o issue oriented organization
o local government (including appointed offices)
o high profile charitable organization
o national or high-visibility religious organization
o chamber of commerce or economic development authority
o school board (elementary, high school, college, and university)
o hospital or health care facility
o cultural organization (the arts, museums, historical societies, theaters,
etc.)
5. When processing is complete, send a copy of the form to the employee.
This approval process does not constitute a request for, nor does it carry
with it, indemnification. An employee will, however, have any protection,
including indemnification and insurance, provided by the outside entity.
Employees are encouraged to secure an understanding of the level of such
protection provided by such entity. An employee will also be protected by
any applicable limitations on the liability of a director or officer.
Records - All original approved request forms are retained by Corporate
Compliance in Pittsburgh.
Annual Renewal - Annually, all employees serving as a director, officer, or
general partner of an outside entity must renew their approvals. Renewals
must be documented on an Outside Directorship and Offices Approval Form and
submitted to Corporate Compliance.
APPROVAL:
Annual Certification - Annually, as part of the year-end Code of Conduct
certification, officers will be asked to certify that they have obtained
all approvals required by this procedure and are otherwise in compliance
with Corporate Policy and Procedure.
CHANGES:
If at any time there are any material changes to the information
represented on the original approval form, the employee must complete a new
approval form, send the original to the Corporate Compliance in Pittsburgh,
and retain a copy. If an employee is no longer serving as a director,
officer or general partner of an outside entity, indicate so on a copy of
the original approval form and send it to Corporate Compliance in
Pittsburgh.
QUESTIONS:
Direct questions concerning directorships or indemnification to the Chief
Litigation Counsel at 412-234-1566.
<PAGE>
[OBJECT OMITTED]
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Chapter Document Number
EXTERNAL AFFAIRS AND COMMUNICATIONS CPP-806-1
- --------------------------------------------------------------------------------
Section Revised Date
CUSTOMER INFORMATION 8/30/99
- --------------------------------------------------------------------------------
Subject Page Number
Confidentiality of Customers' Accounts 1 of 1
- --------------------------------------------------------------------------------
Issuing Department
Legal
- --------------------------------------------------------------------------------
POLICY:
Employees who engage in transactions involving Mellon securities should be
aware of their unique responsibilities with respect to such transactions
arising from the employment relationship and should be sensitive to even
the appearance of impropriety.
Purchases or sales by an employee of the securities of issuers with which
Mellon does business, or other third party issuers, could result in
liability on the part of such employee. Employees should be sensitive to
even the appearance of impropriety in connection with their personal
securities transactions. Employees should refer to the provisions under
"Beneficial Ownership" below, which are equally applicable to the
restrictions on transactions in other securities.
The Mellon Code of Conduct contains certain restrictions on investments in
parties that do business with Mellon. Employees should refer to the Code of
Conduct and comply with such restrictions in addition to the restrictions
and reporting requirements set forth below.
MELLON
SECURITIES:
The following restrictions apply to all transactions in Mellon's publicly
traded securities occurring in the employee's own account and in all other
accounts over which the employee could be expected to exercise influence or
control (see provisions under "Beneficial Ownership" below for more
complete discussion of the accounts to which these restrictions apply).
These restrictions are to be followed in addition to any restrictions that
apply to particular officers or directors (such as restrictions under
Section 16 of the Securities Exchange Act of 1934).
Short Sales - Short sales of Mellon securities by employees are prohibited.
Short Term Trading - Purchasing and selling, or selling and purchasing the
same (equivalent) Mellon securities within 60 days is prohibited. For
purposes of the 60-day holding period, securities will be equivalent if one
is convertible into the other, if one entails a right to purchase or sell
the other, or if the value of one is expressly dependent on the value of
the other (e.g., derivative securities).
In cases of extreme hardship, employees (other than senior management) may
obtain permission to dispose of Mellon securities acquired within 60 days
of the proposed transaction, provided the transaction is pre-cleared with
the Manager of Corporate Compliance and any profits earned are disgorged in
accordance with procedures established by senior management. The Manager of
Corporate Compliance reserves the right to suspend the 60-day holding
period restriction in the event of severe market disruption.
Margin Transactions - Purchasing on margin of Mellon's publicly traded
securities by employees is prohibited. Margining Mellon securities in
connection with a cashless exercise of an employee stock option through the
Human Resources Department is exempt from this restriction. Further, Mellon
securities may be used to collateralize loans or the acquisition of
securities other than those issued by Mellon.
Option Transactions - Option transactions involving Mellon's publicly
traded securities are prohibited. Transactions under Mellon's Long-Term
Incentive Plan or other employee option plans are exempt from this
restriction.
Major Mellon Events - Employees who have knowledge of major Mellon events
that have not yet been announced are prohibited from buying and selling
Mellon's publicly traded securities before such public announcements, even
if the employee believes the event does not constitute material nonpublic
information.
Mellon Blackout Period - Employees are prohibited from buying or selling
Mellon's publicly traded securities during a blackout period, which begins
the 16th day of the last month of each calendar quarter and ends three
business days after Mellon publicly announces the financial results for
that quarter. In cases of extreme hardship, employees (other than senior
management) may request permission from the Manager of Corporate Compliance
to dispose of Mellon securities during the blackout period.
MELLON 401(k)
PLAN:
For purposes of the blackout period and the short-term trading rule,
changing the investment in Mellon Common Stock accumulated pre-tax balance
in the Mellon 401(k) plan will be treated as a purchase or sale of Mellon
Stock. This means:
o Employees are prohibited from increasing or decreasing their accumulated
pre-tax balance in Mellon Common Stock during the blackout period.
o Employees are prohibited from increasing their accumulated pre-tax balance in
Mellon Common Stock and then decreasing it within 60 days.
o Employees are prohibited from decreasing their accumulated pre-tax balance in
Mellon Common Stock and then increasing it within 60 days. However, changes to
investments in Mellon Common Stock in the 401(k) plan will not be compared to
transactions in Mellon securities outside the 401(k) for purposes of the
60-day rule (Note: This does not apply to members of the Executive Management
Group, who should consult with the Legal Department.)
Except for the above there are no other restrictions applicable to the
401(k) plan. This means, for example:
o Insider Risk and Investment Employees are not required to pre-clear any
elections or changes made in their 401(k) account.
o There is no restriction on employees' changing their salary deferral
contribution percentages with regard to either the blackout period or the
60-day rule.
o The regular salary deferral contribution to Mellon Common Stock in the 401(k)
that takes place with each pay will not be considered a purchase for the
purposes of either the blackout or the 60-day rule.
BENEFICIAL
OWNERSHIP:
The provisions discussed above apply to transactions in the employee's own name
and to all other accounts over which the employee could be expected to exercise
influence or control, including:
o accounts of a spouse, minor children or relatives to whom substantial support
is contributed;
o accounts of any other member of the employee's household (e.g., a relative
living in the same home);
o trust accounts for which the employee acts as trustee or otherwise exercises
any type of guidance or influence;
o Corporate accounts controlled, directly or indirectly, by the employee;
o arrangements similar to trust accounts that are established for bona fide
financial purposes and benefit the employee; and
o any other account for which the employee is the beneficial owner (see
CPP-903-1, Introduction and Definitions, for a complete legal definition of
Beneficial Ownership).
OTHER
SECURITIES:
The following restrictions apply to all securities transactions by employees:
Credit or Advisory Relationship - Employees may not buy or sell securities of a
company if they are considering granting, renewing or denying any credit
facility to that company or acting as an adviser to that company with respect to
its securities. In addition, lending employees who have assigned
responsibilities in a specific industry group are not permitted to trade
securities in that industry. This prohibition does not apply to transactions in
securities issued by open-end investment companies.
Customer Transactions - Trading for customers and Mellon accounts should always
take precedence over employees' transactions for their own or related accounts.
OTHER
SECURITIES:
Front Running - Employees may not engage in "front running," that is, the
purchase or sale of securities for their own accounts on the basis of their
knowledge of Mellon's trading positions or plans.
Initial Public Offerings - Mellon prohibits its employees from acquiring any
securities in an initial public offering ("IPO").
Margin Transactions - Margin trading is a highly leveraged and relatively risky
method of investing that can create particular problems for financial services
employees. For this reason, all employees are urged to avoid margin trading.
Prior to establishing a margin account, the employee must obtain the written
permission of the Manager of Corporate Compliance. Any employee having a margin
account prior to the effective date of these Policies must notify the Manager of
Corporate Compliance of the existence of such account.
All employees having margin accounts, other than described below, must designate
the Manager of Corporate Compliance as an interested party on that account.
Employees must ensure that the Manager of Corporate Compliance promptly receives
copies of all trade confirmations and statements relating to the account
directly from the broker. If requested by a brokerage firm, please contact the
Manager of Corporate Compliance to obtain a letter (sometimes referred to as a
"407 letter") granting permission to maintain a margin account. Trade
confirmations and statements are not required on margin accounts established at
Dreyfus Investment Services Corporation for the sole purpose of cashless
exercises of employee stock options. In addition, products may be offered by a
broker/dealer that, because of their characteristics, are considered margin
accounts but have been determined by the Manager of Corporate Compliance to be
outside the scope of these Policies (e.g., a Cash Management Account that
provides overdraft protection for the customer). Any questions regarding the
establishment, use and reporting of margin accounts should be directed to the
Manager of Corporate Compliance (Refer to Exhibits B1 and B2 in the Confidential
Information and Securities Trading Policy booklet for an example of an
instruction letter to a broker).
Material Nonpublic Information - Employees possessing material nonpublic
information regarding any issuer of securities must refrain from purchasing or
selling securities of that issuer until the information becomes public or is no
longer considered material.
Naked Options, Excessive Trading - Mellon discourages all employees from
engaging in short-term or speculative trading, in trading naked options, in
trading that could be deemed excessive or in trading that could interfere with
an employee's job responsibilities.
Private Placements - Employees are prohibited from acquiring any security in a
private placement unless they obtain the prior written approval of the
Pre-clearance Compliance Officer (applicable only to Investment Employees as
defined in CPP-903-4, Classification of Employees), Manager of Corporate
Compliance and the employee's department head. Approval must be given by all
appropriate aforementioned persons for the acquisition to be considered
approved. After receipt of the necessary approvals and the acquisition,
employees are required to disclose that investment when they participate in any
subsequent consideration of an investment in the issuer for an advised account.
Final decision to acquire such securities for an advised account will be subject
to independent review.
Scalping - Employees may not engage in "scalping," that is, the purchase or sale
of securities for their own or Mellon's accounts on the basis of knowledge of
customers' trading positions or plans or Mellon's forthcoming investment
recommendations.
Short-Term Trading - Employees are discouraged from purchasing and selling, or
from selling and purchasing, the same (or equivalent) securities within 60
calendar days. With respect to Investment Employees only as defined in CPP-903-4
(Classification of Employees), any profits realized on such short-term trades
must be disgorged in accordance with procedures established by senior
management.
<PAGE>
[OBJECT OMITTED]
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Chapter Document Number
SECURITY AND PROTECTION CPP-1003-1
- --------------------------------------------------------------------------------
Section Revised Date
FRAUD 8/10/98
- --------------------------------------------------------------------------------
Subject Page Number
Policy For Reporting Known or Suspected Internal/ 1 of 1
External Crimes/Incidents
- --------------------------------------------------------------------------------
Issuing Department
Audit and Risk Review
- --------------------------------------------------------------------------------
POLICY:
RESPONSIBILITIES:
It is the Corporation's policy that all known or suspected internal/external
crimes/incidents or Code of Conduct violations must be reported and thoroughly
investigated. All Employees are responsible for immediately reporting any known
or suspected internal/external crimes/incidents or Code of Conduct violations to
the Audit and Risk Review Department.
Audit and Risk Review Department is responsible for investigating all reported
incidents of internal/external crime or Code of Conduct violations throughout
the Corporation (with the exception of consumer credit card fraud). Also, the
Audit and Risk Review Department is responsible for issuing required written
reports to regulatory and law enforcement agencies, and to the appropriate
managers.
Legal Department is responsible for reviewing all written reports to regulatory
and law enforcement agencies prior to issuance.
Corporate Policies & Procedures Manual
<PAGE>
[OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter Document Number
SECURITY AND PROTECTION CPP-1003-1(A)
- --------------------------------------------------------------------------------
Section Revised Date
FRAUD 8/10/98
- --------------------------------------------------------------------------------
Subject Page Number
Procedure For Reporting Known or Suspected Internal/ 3 of 2
External Crimes/Incidents
- --------------------------------------------------------------------------------
Issuing Department
Audit and Risk Review
- --------------------------------------------------------------------------------
REPORTABLE
CRIMES/INCIDENTS:
Any known or suspected internal/external crimes/incidents or Code of Conduct
violations must be reported to the Audit and Risk Review Department. These
crimes/incidents include:
o any known or suspected dishonesty (e.g. theft, embezzlement, check-kite, loan
fraud, computer fraud, misappropriation)
o any mysterious disappearance or unexplained shortage of corporate funds or
other assets
o any known or suspected criminal activity or pattern of activity in violation
of any section of U.S. Code, State Code, or applicable regulation, regardless
of amount, where the Corporation is an actual or potential victim
o any known or suspected criminal activity or pattern of criminal activity
involving financial transactions conducted through the Corporation or where
the Corporation is used to facilitate a criminal transaction, even if the
Corporation is not an actual or potential victim (e.g., Bank Secrecy Act
violations)
NOTE: Incidents involving robbery, burglary, vandalism, mischief, bomb threats,
extortion, and kidnapping are not covered by this procedure. These incidents
must be reported directly to the entity's Corporate Security representative.
Also, credit card fraud incidents which do not involve employees are not covered
by this procedure. These incidents must be reported to the Security Unit, Credit
Card Department, Mellon Bank (DE).
REPORTING
PROCESS:
Report by telephone known or suspected internal/external crimes/incidents to the
following Audit and Risk Review Department locations:
o Mellon Bank (DE), Commonwealth and Northeast PA banking regions and
Mellon/PSFS - Report to the Audit and Risk Review Department, Investigations,
Mellon/PSFS (215-553-4278).
o Mellon Bank (MD) and Western, Central and Northern PA banking regions - Report
to the Audit and Risk Review Department, Investigations, Western Region
(412-234-7426).
o The Boston Company and The Dreyfus Corporation - Report to the Audit and Risk
Review Department, Investigations, The Boston Company (617-722-7454).
o All other entities - Report to the Audit and Risk Review Department,
Investigations, Western Region (412-234-7426).
Anonymously Reporting - If an employee has knowledge of known or suspected
internal/external crimes/incidents or Code of Conduct violations but wishes to
remain anonymous, they can contact the "Questionable Activities Hot Line" at
1-800-234-MELN, extension 4-8477.
The Audit and Risk Review Department's Corporate Investigation Section monitors
all calls made on the Hot Line and will conduct thorough investigations as
appropriate based on the information provided. If the call involves a routine
grievance or other Human Resources related issue, the caller will be encouraged
to contact his/her supervisor or Human Resources representative.
RESTITUTION:
Restitution terms agreed upon in the course of an investigation will be turned
over to the appropriate collections area within the entity. Monitoring of these
obligations will be performed in accordance with established procedures at that
entity.
INCIDENT
DOCUMENTATION:
Audit and Risk Review Department is responsible for documentation of incidents
that are reported. Because of the confidentiality of such matters, documentation
should not be prepared or maintained outside the Audit and Risk Review
Department except on the instructions of Audit and Risk Review or the Legal
Department.
<PAGE>
[OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter Document Number
CORPORATE OBJECTIVES AND STANDARDS CPP-102-2
- --------------------------------------------------------------------------------
Section Revised Date
CODE OF CONDUCT 12/8/95
- --------------------------------------------------------------------------------
Subject Page Number
Obeying Laws and Regulations 5 of 4
- --------------------------------------------------------------------------------
Issuing Department
Legal Affairs
- --------------------------------------------------------------------------------
<PAGE>
OVERVIEW:
In business, a conflict of interest is generally defined as a single person or
entity having two or more interests that are inconsistent. You should not cause
Mellon or yourself to have a conflict of interest. You should be particularly
sensitive to situations involving family or household members. In your case, a
conflict of interest occurs when you allow any interest, activity or influence
outside of Mellon to:
o influence your judgment when acting on behalf of Mellon
o compete against Mellon in any business activity
o divert business from Mellon
o diminish the efficiency with which you perform your regular duties
o harm or impair Mellon's financial or professional reputation; or
o benefit you at the expense of Mellon
As an associate, you are not permitted to participate in any activity that
causes a conflict of interest or gives the appearance of a conflict of interest.
Areas frequently involved in conflicts of interest and examples of prohibited
activities are described below.
If you believe that you have, or may be perceived to have, a conflict of
interest, you must disclose that conflict in writing to the Chief Compliance
Officer. The Chief Compliance Officer must keep copies of all such disclosures.
INVESTMENTS
THAT REQUIRE
APPROVAL:
In addition to the requirements contained in the Confidential Information And
Securities Trading Policies (CPP-903, 1-5), you are required to obtain approval
from the Chief Compliance Officer
o before you invest in a business enterprise if you have responsibilities for
providing services to, or purchasing goods and services from, that business
enterprise on behalf of Mellon; or
o to hold an investment in a business enterprise if you are assigned
responsibility for providing services to, or purchasing goods and services
from, that business enterprise on Mellon's behalf after you have made your
investment.
SELF-DEALING:
To further avoid conflicts of interest, you are restricted from becoming
involved in certain business dealings with Mellon. As an associate, you are
prohibited from:
o directly or indirectly buying assets from (other than assets being offered to
the public or associates generally), or selling assets to, Mellon or any
account for which Mellon acts as a fiduciary unless you have prior consent
from the appropriate officer or you have court or regulatory approval as
required
o representing Mellon in any activity (whether an internal Mellon activity or a
transaction between Mellon and a third party) requiring your judgment or
discretion which affects a person or organization in which you have a material
interest, financial or otherwise. For example, you are prohibited from
representing Mellon in lending money to a relative or close personal friend
because it might impair or appear to impair your professional judgment or the
performance of your duties, or from giving credit approval to loans made by an
associate who is your spouse because it might impact your spouse's incentive
compensation or performance appraisal
o representing any non-Mellon company in any transaction with Mellon that
involves the exercise of discretion by either party
MONITORING
OUTSIDE
ACTIVITIES:
As an associate, you are expected to avoid any outside interest or activity that
will interfere with your duties. Generally, your outside interests or activities
should not:
o significantly encroach on time or attention you devote to your duties
o adversely affect the quality of your work
o compete with Mellon's activities
o involve any significant use of Mellon's equipment, facilities or supplies
o imply Mellon's sponsorship or support (for example, through the use of Mellon
stationery for personal purposes)
o adversely affect the reputation of Mellon
LIMITING
OUTSIDE
EMPLOYMENT:
While an associate, you may not accept outside employment as a representative
who prepares, audits, or certifies statements or documents pertinent to Mellon's
business.
In addition, you must obtain approval from the Chief Compliance Officer before
you accept employment as a broker, contractor or agent who engages in real
estate transactions such as negotiating and selling mortgages for others,
appraising property or collecting rents; or as an attorney, tax or investment
counselor or insurance broker or agent
If you are a Bank associate, you may be prohibited by federal law from
participating in "interlocking affiliations," that is, dual service as an
associate of an organization that is primarily engaged in the issue, flotation,
underwriting, public sale or distribution of stocks, bonds or other securities;
as a director, officer or employee of any commercial bank, banking association,
trust company, savings and loan or savings bank not owned by Mellon; or as a
director or officer of a registered public utility holding company or
subsidiary.
PURCHASING
REAL ESTATE:
Because certain subsidiaries of the Corporation are engaged in real estate
activities, any real estate transaction you make must be scrutinized to make
certain it is not competitive with Mellon activities.
Unless you receive prior approval from the Chief Compliance Officer, or the
purchase is made in a public auction in which Mellon is not competing, you
should not directly or indirectly:
o purchase commercial real estate from, or sell it to, a current or known
potential Mellon customer
o purchase any real estate with a mortgage on which Mellon is foreclosing or on
which you know Mellon is planning to foreclose
o bid on or purchase any real estate that you know Mellon is considering or is
likely to consider purchasing
ACCEPTING
HONORARIA:
Neither you nor any member of your immediate family may accept cash honoraria
for your public speaking or writing services on Mellon's behalf. If a cash
honorarium is tendered you should donate it to the Mellon Bank Foundation,
request that it be donated to a charity of your choice, or turn it over to the
Finance Department. You may accept noncash honoraria of modest value (not to
exceed $100). You also may accept reimbursement of related expenses subject to
the approval of the Chief Compliance Officer. You should check with the Tax
Group to ensure proper tax treatment.
ACCEPTING
FIDUCIARY
APPOINTMENTS:
A fiduciary appointment is an appointment as an administrator, executor,
guardian, custodian for a minor, trustee or managing agent. Unless you are
acting on behalf of a member of your family or you have obtained approval from
the Chief Compliance Officer, you may not accept a fiduciary or co-fiduciary
appointment. You also may not act as deputy or co-tenant of a safe deposit box,
or act as agent or attorney-in-fact (including signer or co-owner) on a
customer's account.
Even if you are acting on behalf of a family member or receive approval to act
as fiduciary or co-fiduciary, you are expected to follow these guidelines:
o Avoid any representations that you are performing (or have access to) the same
professional services that are performed by a bank.
o Do not accept a fee for acting as co-fiduciary with a bank unless you receive
approval from the board of directors of that bank.
o Do not permit your appointment to interfere with the time and attention you
devote to your job responsibilities.
PARTICIPATING IN
CIVIC AFFAIRS:
You are encouraged to take part in charitable, educational, fraternal or other
civic affairs, as long as such affairs do not interfere or conflict with your
responsibilities at Mellon. However, you should review the requirements of
"SERVING AS OUTSIDE DIRECTOR OR OFFICER" below as they may apply to your
participation in civic affairs. You should not imply Mellon's sponsorship or
support of any outside event or organization without the approval of the Chief
Executive Officer of your entity or the Chief Executive Officer's delegate.
SERVING AS
OUTSIDE DIRECTOR
OR OFFICER:
In view of the potential conflicts of interest and the possible liability for
both Mellon and you, you are urged to be cautious when considering service as an
officer, general partner or director of any non-Mellon entity. Before agreeing
to such service you should review and comply with the Corporate Policy,
CPP-805-1, Serving As A Director/Officer Of An Outside Entity, which requires
approval to hold certain outside offices and directorships. Approvals granted
under this Policy do not constitute requests by Mellon to serve, nor do they
carry with them indemnification. This Policy may be obtained from your
department head or the Finance department.
While you are serving as an officer, general partner or director of an outside
entity, you should:
o not attempt to influence or take part in any vote or decision that may lead to
the use of a Mellon product or service by the outside entity, or result in the
conferring of some special benefit to Mellon by the outside entity and see
that the outside entity's records reflect your abstention
o relinquish any responsibility you may have for any Mellon relationship with
the outside entity
o be satisfied that the outside entity conducts its affairs lawfully, ethically
and in accordance with prudent management and financial practices
o comply with the annual approval requirements as detailed in CPP-805-1, Serving
As A Director/Officer Of An Outside Entity.
Any employee serving as a treasurer of a public organization such as a school
district, borough or other similar governmental entity, must consult Legal
Affairs for further guidelines.
PARTICIPATING
IN POLITICAL
ACTIVITIES:
Mellon encourages you to keep informed concerning political issues and
candidates and to take an active interest in political affairs. If you do
participate in any political activity, however, you may not act as a
representative of Mellon unless you are specifically authorized in writing to do
so by the Chief Executive Officer of the Corporation.
PARTICIPATING
IN POLITICAL
ACTIVITIES:
As explained in CPP-102-2, Obeying Laws and Regulations, it is unlawful to use
Corporate funds or assets in connection with federal elections and many states
also restrict the use of corporate funds or assets in connection with state
elections. In accordance with applicable laws, however, Mellon may establish
political action committees for lawful participation in the political process.
The use of Corporate funds or assets in connection with state elections may not
be made without prior approval of Legal Affairs.
DEALING WITH
CUSTOMERS AND
SUPPLIERS:
In your dealings with customers and suppliers, situations sometimes occur that
may create a conflict of interest or the appearance of a conflict of interest.
To avoid such conflicts, Corporate Policies were developed in the areas listed
below:
Gifts and Entertainment - Under the Bank Bribery Act, you may not offer or
accept gifts or other items of value under circumstances intended to influence
you, a customer or supplier in conducting business. Items of value include
money, securities, business opportunities, goods, services, discounts on goods
or services, entertainment, food or drink. (See CPP-102-2, Obeying Laws and
Regulations.) Employees of NASD members should check NASD rules, which in some
instances are more restrictive. Under the Bank Bribery Act, you may not:
o solicit for yourself or for a third party (other than Mellon) anything of
value from anyone in return for any Mellon business, service or confidential
information
o give cash gifts to, or accept cash gifts from, a customer, supplier or person
to who you refer business o use your position at Mellon to obtain anything of
value from a customer, supplier or person to whom you refer business
o accept gifts under a will or trust instrument of a customer unless you have
the prior approval of the Chief Compliance Officer; or
o except as provided below, accept anything of value (other than earned salary,
wages and fees) from anyone in connection with Mellon business.
DEALING WITH
CUSTOMERS AND
SUPPLIERS:
The business practices listed below do not create the risk of corruption or
breach of trust to Mellon and are permissible. Accordingly, you may accept:
o gifts, gratuities, amenities or favors based on obvious family or personal
relationships (such as those between an associate's parents, children or
spouse) where the circumstances make it clear that those relationships--rather
than Mellon business--are the motivating factors
o meals, refreshments, travel arrangements or accommodations, or entertainment
of reasonable value and in the course of a meeting or other occasion held for
business discussions, provided that the expenses would be paid by Mellon as a
reasonable business expense
o loans from other banks or financial institutions on customary terms to finance
proper and usual associate activities (such as home mortgage loans) except
where prohibited by law
o advertising or promotional material, such as pens, pencils, note pads, key
chains, calendars and similar items having a value of less than $100
o discounts or rebates on merchandise or services that do not exceed those
available to other customers o gifts which have a value of less than $100 and
are related to commonly recognized events or occasions, such as a promotion,
conference, sports outing, new job, wedding, retirement or holiday
o charitable, educational or religious organization awards for recognition of
service and accomplishment
DEALING WITH
CUSTOMERS AND
SUPPLIERS:
If you receive or anticipate receiving something of value from a supplier,
customer or person to whom you refer business in a situation that is not
specifically permitted by this Code, you must notify the Chief Compliance
Officer in writing of the circumstances. You may not accept the item (or must
return it if you have already received it) unless you receive approval from the
Chief Compliance Officer. The Chief Compliance Officer will approve or deny
requests based upon the reasonableness of the circumstances and whether the
circumstances pose a threat to Mellon's integrity. The Chief Compliance Officer
will maintain copies or records of all requests and responses.
Entertainment, gifts or prizes given to customers or suppliers by associates
should be appropriate for the circumstances and constitute necessary and
incidental Mellon business expenses, it is your responsibility to see that your
expense diary is accurate and reflects only appropriate business expenses. In
dealing with employees of other banks or bank holding companies, you should be
aware that gifts or prizes given to those employees are subject to the Bank
Bribery Law and that the Bank Bribery Law applies to both givers and recipients.
Borrowing from Customers - You are not permitted to borrow from or lend your
personal funds to Mellon customers, brokers or suppliers. Credit transactions in
customers' normal course of business and on regular terms (for example,
transacting business with a recognized lending institution or charging items at
a department store) are not included in this restriction.
Giving Advice to Customers - Unless your regular Corporate duties specifically
permit, you may not give legal, tax or investment advice to customers.
Legal Advice - You may be asked by a customer to make a statement regarding the
legal implications of a proposed transaction. You cannot give legal advice to
customers. Be sure, therefore, that nothing you say might be interpreted as
legal advice.
DEALING WITH
CUSTOMERS AND
SUPPLIERS:
Tax And Investment Advice - You may not advise customers on matters concerning
tax problems, tax return preparation or investment decisions.
Recommending Professional Services - Customers and others may ask your help to
find qualified professional people or firms. Unless you name several candidates
without indicating favoritism, you may not recommend attorneys, accountants,
insurance brokers or agents, stock brokers, real estate agents, etc., to
customers, associates or others. Under no circumstances may you make a
recommendation if you expect to benefit.
<PAGE>
[OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter Document Number
CORPORATE OBJECTIVES AND STANDARDS CPP-102-4
- --------------------------------------------------------------------------------
Section Revised Date
CODE OF CONDUCT 12/8/95
- --------------------------------------------------------------------------------
Subject Page Number
Respecting Confidential Information 5 of 4
- --------------------------------------------------------------------------------
Issuing Department
Legal Affairs
- --------------------------------------------------------------------------------
OVERVIEW:
The Confidential Information and Securities Trading Policies (CPP-903, 1-5)
establishes guidelines to protect confidential information about Mellon, its
customers and others with whom it does business. These guidelines are summarized
below.
As an associate, you may have knowledge, reports or statements about Mellon's
business or possess confidential information about the private and business
affairs of Mellon's customers and suppliers. Such information is privileged and
must be held in the strictest confidence.
Confidential information is to be used only for Corporate purposes. Under no
circumstances may you use such information for personal gain or pass it on to
any person outside Mellon, including family or friends, or even to other
associates who do not need such information to perform their jobs or to provide
services to or for Mellon.
NEWS MEDIA
COMMUNICATIONS:
Any communications or disclosures of information to the news media must be done
by or with the approval of the Mellon Media Relations/Corporate Affairs area.
All media inquiries should be directed to the Media Relations/Corporate Affairs
area.
INFORMATION
OBTAINED
FROM BUSINESS
RELATIONS:
You may possess confidential information about those with whom Mellon has
business relations. If released, such information could have a significant
effect on their operations, their business reputations or the market price of
their securities. Disclosing such information could expose both you and Mellon
to liability for damages.
MELLON FINAN
INFORMATION:
Financial information about Mellon is confidential unless it has been published
in reports to shareholders or has been made otherwise available to the public.
It is the policy of the Corporation to disclose all material corporate
information to the public in such a manner that all those who are interested in
the Corporation and its securities have equal access to the information. Except
as required by law or approved by the Finance Department, financial information
is not to be released to any person or organization. If you have any questions
about disclosing financial information, contact the head of the Finance
Department.
MELLON
EXAMINATION
INFORMATION:
Banks and some other subsidiaries are periodically reviewed by regulatory
examiners. Certain reports made by those regulatory agencies are the property of
those agencies and are strictly confidential. Giving information from those
reports to anyone not officially connected with Mellon is a criminal offense.
MELLON
PROPRIETARY
INFORMATION:
Certain nonfinancial information developed by Mellon, such as business plans,
customer lists, methods of doing business, computer software, source codes,
databases and related documentation, is valuable information that is proprietary
and confidential. You are not to disclose it to anyone outside or inside Mellon
who does not have a need to know such information. This obligation survives your
employment with Mellon. Associates are prohibited from using Corporate time,
resources and assets (including Mellon proprietary information) for personal
gain. Mellon has proprietary rights in any materials, products or services that
you create which relates to your work at Mellon, that use Mellon resources
(equipment, etc.) or that are created during your regular work hours. You must
disclose such materials, products or services to Mellon.
ELECTRONIC
INFORMATION:
E-mail, voice mail and communications systems are intended for Mellon business
use only. Files created on these systems are subject to review and inspection by
management. You should not expect messages sent on these systems to be treated
as private or confidential. You should limit the transmission of highly
sensitive information on those systems. Messages created in these systems should
be in compliance with the Corporate Policy on Document Creation and Retention
(CPP-111-2). For more detailed information on use of these systems, see the
Corporate Policy on E-Mail Creation and Retention (CPP-111-3).
INFORMATION
SECURIT
SYSTEMS:
If you have access to Mellon information systems, you are responsible for taking
precautions necessary to prohibit unauthorized entry to the system. You should
safeguard your passwords or other means of entry.
COMPUTER
SOFTWARE:
Computer software is to be used on Mellon business only and must be used in
accordance with the terms of the licensing agreement. No copying of software is
permitted except in accordance with the licensing agreement.
INSIDER
INFORMATION:
Insider information is material, nonpublic information relating to securities
issued by any corporation. Information is considered "material" if it is
important enough to affect the judgment of investors about whether to buy, sell,
or hold stock or to influence the markets price of the stock.
The courts have ruled that insider information about securities must be made
public before anyone possessing it can trade or recommend the purchase or sale
of the securities concerned. Under federal and state securities laws, you,
Mellon, and the person who receives the information could be held legally
responsible for misusing insider information.
Obviously, the insider information rule is very difficult to apply in given
circumstances. Associates must be extremely cautious in discussing Corporate
information with any person outside of Mellon or in using information obtained
at Mellon in making personal investment decisions. If you have any doubts about
whether an item is insider information or whether it has been or should be
revealed, consult Legal Affairs.
"CHINESE WALL"
POLICY:
To facilitate compliance with the prohibition on trading in securities while in
possession of insider information, diversified financial services organizations,
including Mellon, have adopted "Chinese Wall" policies. The Chinese Wall
separates the business units or associates likely to receive insider information
from the business units or associates that trade in securities or provide
investment advice.
Mellon's "Chinese Wall" policy is contained in the Confidential Information and
Securities Trading Policies (CPP-903, 1-5) and establishes rules restricting the
flow of information within Mellon to investment personnel; procedures to be used
by investment personnel to obtain information from other departments or division
of Mellon Banks or from other Mellon subsidiaries; and procedures for reporting
the receipt of material nonpublic information by investment personnel
You must know this policy, particularly if you work in an area that handles
investment decisions or if you supply or might be asked to supply information to
associates in such areas. Under no circumstances should you receive or pass on
information that may create a conflict of interest or interfere with a fiduciary
obligation of Mellon.
<PAGE>
[OBJECT OMITTED]
- --------------------------------------------------------------------------------
Chapter Document Number
CORPORATE OBJECTIVES AND STANDARDS CPP-110-2
- --------------------------------------------------------------------------------
Section Revised Date
SERVICE AGREEMENTS 2/16/99
- --------------------------------------------------------------------------------
Subject Page Number
Agreements with Vendors and Service Providers 1 of 7
- --------------------------------------------------------------------------------
Issuing Department
Human Resources
- --------------------------------------------------------------------------------
<PAGE>
CODE OF ETHICS
SCOPE AND PURPOSE
This Code of Ethics (the "Code") applies to:
o all directors, officers and employees of: }
- Schroder Investment Management North } Collectively }
America Inc., } "SIM NA" }
- Schroder Investment Management North }
America Limited } Collectively
- Schroder Fund Advisors Inc., ("SFA") } The "US
} Schroder
o Schroder Investment Management International } Group"
Limited ("SIMIL") }
o New York based employees of Schroder US }
Holdings Inc. ("SI") who are located on the 34th floor }
of 787 Seventh Avenue, New York, NY 10019 }
o all persons employed by any subsidiary of }
Schroders plc } ("Schroders") who are Access }
Persons (as defined below) of any registered }
investment company managed by SIM NA.
Set forth below is the Code of Ethics (the "Code") for the US Schroder Group, as
required by Rule 17j-1 under the Investment Company Act of 1940 (the "Investment
Company Act"), Section 204A of the Investment Advisers Act of 1940 (the
"Advisers Act"), Rule 204-2(a)(12) under the Advisers Act and Section 20A of the
Securities Exchange Act of 1934 ( the "Exchange Act"). The Code applies to every
employee (full- and part-time) of the US Schroder Group.
The objective of the Code is to ensure that all business dealings and securities
transactions undertaken by employees, whether for clients or for personal
purposes, are subject to the highest ethical standards. Incorporated within the
Code are an Insider Trading Policy and a Personal Securities Transactions
Policy, which contain procedures that must be followed by all personnel.
Every employee, by means of an Annual Certification of Compliance with the Code
of Ethics (see Exhibit B), must retain, read and acknowledge receipt and
understanding of this Code, which will be updated as necessary. Any questions
regarding the Code should be referred to the appropriate Ethics Supervisor.
The Code contains additional restrictions and requirements for certain Access
Persons (as defined in Appendix A), including all US Schroder Group fund
managers, investment analysts, traders, and those employees who, in connection
with their duties, are aware of securities under consideration for purchase or
sale on behalf of clients. Such persons will be
<PAGE>
notified in writing of their status. These restrictions are designed to prevent
any conflict or the appearance of any conflict of interest between trading for
their personal accounts and securities transactions initiated or recommended for
clients.
STATEMENT OF POLICIES
(a) CONFIDENTIALITY
Personnel are expected to honor the confidential nature of company and
client affairs. Information designated as confidential shall not be
communicated outside of the US Schroder Group or other affiliated
companies of Schroders other than to advisers consulted on a
confidential basis, and shall only be communicated within Schroders on
a "need to know" basis or as otherwise authorized by management in
conformity with the Code.
PERSONNEL MUST ALSO AVOID MAKING UNNECESSARY DISCLOSURE OF ANY internal
information concerning Schroders and its business relationships and
must use such information in a prudent and proper manner in the best
interests of Schroders and its clients.
(b) LEVEL OF CARE
Personnel are expected to represent the interests of Schroders and its
clients in an ethical manner and to exercise due skill, care, prudence
and diligence in all business dealings, including but not limited to
compliance with all applicable regulations and laws, and to avoid
illegal activities and other conduct specifically prohibited to its
personnel by the respective policies of any of the US Schroder Group
companies in relation to which a person is a director, officer or
employee.
(c) FIDUCIARY DUTIES
All personnel have fiduciary duties:
(i) at all times to place the interests of their clients before
their own and not to take inappropriate advantage of their
position, and
(ii) to conduct themselves in a manner which will avoid any actual
or potential conflict of interest or any abuse of a position
of trust and responsibility.
<PAGE>
(D) REQUIREMENTS
(i) Personnel are required to comply with the Insider Trading
Policy and Personal Securities Transactions Policy
incorporated herein.
(II) Personnel are prohibited from receiving any gift or other
thing of more than de minimis value from any person or entity
that does business with or on behalf of any client.
Personnel are prohibited from serving on the board of directors of any publicly
listed or traded company or of any company whose securities are held in any
client portfolio, except with the prior authorization of the Chairman or Chief
Executive of SIM NA, the Chairman of SIMIL or, in their absence, a majority of
the Ethics Committee, based upon a determination that the board service would be
consistent with the interests of Schroders' clients. If permission to serve as a
director is given, the company will be placed permanently on Section Two of the
US Schroder Group Restricted List. Transactions in that company's securities for
client and personal securities accounts will only be authorized when
certification has been obtained from that company's Secretary or similar officer
that its directors are not in possession of material price sensitive information
with respect to its securities.
COMPLIANCE
THE ETHICS COMMITTEE (see Appendix A) is responsible for ensuring that a copy of
the Code is delivered to all persons at the time of the commencement of their
employment with any US Schroder Group company, as well as on an annual basis. As
a condition of continuing employment, each employee is required to acknowledge
in writing receipt of a copy of the Code and that he or she has understood the
obligations and responsibilities hereunder and on an annual basis to certify
compliance with it on the form provided.
THE ETHICS SUPERVISORS (see Appendix A) are each responsible for maintaining
with respect to their company the records and filings required under the Code
and must report immediately to the Ethics Committee any evidence of a breach of
the Code by any personnel. Following such report, there will be a prompt review
of the situation by the Ethics Committee and, if necessary, appropriate
disciplinary and/or dismissal proceedings will be instituted, including, but not
limited to, referral to the appropriate regulatory agency. Each Ethics
Supervisor will conduct a regular annual review, in addition to any other
special reviews which may be deemed appropriate by the Ethics Supervisor, to
supervise the operation of the Code (including the Insider Trading and Personal
Securities Transactions Policies) and will report SUCH REVIEWS BY JANUARY 31ST
of each year to the Ethics Committee or other senior officer of the US Schroder
Group appointed to receive this information.
<PAGE>
QUESTIONS
All questions about an individual's responsibilities and obligations under the
Code of Ethics should be referred to any member of the Ethics Committee, to the
Chief Compliance Officer in New York or London, to the General Counsel of
Schroder U.S. Holdings Inc., or to the relevant Ethics Supervisor.
<PAGE>
INSIDER TRADING POLICY
THE SCOPE AND PURPOSE OF THE POLICY
It is a violation of United States federal law and a serious breach of
Schroders' policies for any employee to trade in, or recommend trading in, the
securities of a company, either for his/her personal gain or on behalf of the
firm or its clients, while in the possession of material, nonpublic information
("inside information") which may come into his/her possession either in the
course of performing his/her duties, or through personal contacts. Such
violations could subject you, Schroders, and our parent organizations, to
significant civil as well as criminal liability, including the imposition of
monetary penalties, and could also result in irreparable harm to the reputation
of SCHRODERS. TIPPEES (I.E., persons who receive material, nonpublic
information) also may be held liable if they trade or pass along such
information to others.
The US Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA")
requires all broker-dealers and investment advisers to establish and enforce
written policies and procedures reasonably designed to prevent misuse of
MATERIAL, NON-PUBLIC information. Although ITSFEA itself does not define
"insider trading", the US Supreme Court has previously characterized it as the
purchase or sale of securities (which include debt instruments and put and call
OPTIONS) WHILE IN POSSESSION OF INFORMATION WHICH IS BOTH MATERIAL AND
NON-PUBLIC, I.E., information not available to the general public about the
securities or related securities, the issuer and in some cases the markets for
the securities. The provisions of ITSFEA apply both to trading while in
possession of such information and to communicating such information to others
who might trade on it improperly. This policy supplements the policies and
procedures set forth in SIM NA, SFA's and SI's Chinese Wall Procedures, which
are incorporated herein by reference.
MATERIALITY
Inside information is generally understood as material information about an
issuer of publicly-traded securities that has not been made known to either the
professional investment community or to the public at large. Inside information
is material if it would be likely to have an effect on the price of the issuer's
securities or if a reasonable investor would be likely to consider it important
in making his/her investment decision. Such information usually originates from
the issuer itself and could include, among other things, knowledge of a
company's earnings or dividends, a significant change in the value of assets,
changes in key personnel or plans for a merger or acquisition.
For example, a portfolio manager, analyst or trader may receive information
about an issuer's earnings or a new product in a private communication with the
issuer. Such information is usually considered material and is generally inside
information because it has not been effectively disseminated to the public at
large. As a general rule, any information
<PAGE>
received from an issuer that has not been made public in a press release or a
public filing will be considered inside information. Upon learning the
information, the employee may not purchase or sell securities of the issuer for
him/herself or for any account under management until the information is
effectively disseminated to the public.
If an employee has received information regarding an issuer and he/she believes
that the information given has not been given in breach of fiduciary duties,
then that person may retain and act upon the information.
Market information which emanates from outside the corporation but affects the
market price of an issuer's securities can also be inside information. For
example, inside information can also originate within Schroders itself. This
would include knowledge of activities or plans of an affiliate, or knowledge of
securities transactions that are being considered or executed on behalf of
clients. Inside information can also be obtained from knowledge about a client
that an employee has discovered in his/her dealings with that client. Inside
information pertaining to a particular issuer could also involve another company
that has a material relationship to the issuer, such as a major supplier's
decision to increase its prices.
In addition, Rule 14e-3 under the Exchange Act makes it unlawful to buy or sell
securities while in possession of material information relating to a tender
offer, if the person buying or selling the securities knows or has reason to
know that the information is nonpublic and has been acquired, directly or
indirectly from the person making or planning to make the tender offer, from the
target company, or from any officer, director, partner or employee or other
person acting on behalf of either the bidder or the target company. This rule
prohibits not only trading, but also the communication of material, nonpublic
information relating to a tender offer to another person in circumstances under
which it is reasonably foreseeable that the communication will result in a trade
by someone in possession of the material, nonpublic information.
PROCEDURES AND RESPONSIBILITIES OF EMPLOYEES
1. PERSONNEL WHO ACQUIRE NON-PUBLIC information (that may possibly be
material) about a company are immediately prohibited:
(a) from trading in the securities of that company or related
securities and financial instruments (as defined below)
whether for client accounts, for Schroder company accounts, or
for any Personal Account (see definition in Appendix A), and
(b) from communicating the information either inside or
outside Schroders except as provided below.
2. Such personnel, other than Senior Executives as defined in the Chinese
Wall Procedures, are required immediately to notify the most
senior-ranking available
<PAGE>
member of the Ethics Committee (see Appendix A) who will evaluate
whether the information is both material and non-public.
IF YOU ARE IN ANY DOUBT, SPEAK TO THE SENIOR-RANKING AVAILABLE MEMBER
OF THE ETHICS COMMITTEE.
3. If the information is determined by this member of the ethics committee
to be material and non-public, all securities of the relevant company
(or companies) and related securities or financial instruments will be
placed on Section One of the US Schroder Group Restricted List (see
discussion below) with immediate effect.
4. Only the member of the ethics committee who determined the information
to be material and non-public may decide whether it is necessary to
communicate the Inside Information to another party, either inside or
outside Schroders. If so, the communication must state clearly and
expressly that such information is MATERIAL, NON-PUBLIC and
confidential and that its possession precludes trading for any account
in any security of the specified company or any related security or
financial instrument.
5. This same member of the Ethics Committee is responsible for notifying
the Ethics Supervisor when such information ceases to be material and
non-public and for ensuring that the securities of the relevant company
or companies and related securities or financial instrument are removed
from the US Schroder Group Restricted List. The person who initially
reported possession of the information is required to notify the member
of the Ethics Committee of any change in status of the information of
which he or she becomes aware.
6. All employees are also responsible for preventing disclosure of any
non-public information in schroders' possession, whether or not that
information is material, except in accordance with the procedures set
out in this policy.
7. Any files likely to contain non-public information must be kept locked
and access to computerized files must be restricted at all times,
except when required by authorized personnel for the performance of
their duties at Schroders.
8. Non-public information which has not been deemed to be material under
2. above may be communicated only to such personnel as require such
information for the performance of their duties at Schroders.
<PAGE>
PENALTIES
Penalties for trading on or communicating material, nonpublic information are
severe, both for the individuals involved in such unlawful conduct and their
employers. Under the law, a person can be subject to some or all of the
penalties below, even if s/he does not personally benefit from the violation.
Penalties include:
1) civil injunctions;
2) disgorgement of profits;
3) treble damages - fines for the access person who committed the
violation, of up to 3 times the profit gained or loss avoided, whether
or not the person actually benefited;
4) fines for the employer or other controlling person of up to the greater
of $1,000,000, or 3 times the profit gained or loss avoided; and
5) jail sentences.
SPECIAL PROVISIONS FOR TRADING IN THE SECURITIES OF SCHRODERS PLC
Special restrictions apply to dealing in the securities of Schroders plc because
staff, by virtue of their employment, may be deemed to have Inside Information:
1. Securities of Schroders plc will not be purchased for any client
account without the permission of that client, and then only if
permitted by applicable law and with the prior approval of a member of
the Ethics Committee or Ethics Supervisor.
2. Personal securities transactions in the securities of Schroders plc are
subject to blackout periods and other restrictions which are outlined
in the Schroder London Group Staff Handbook. Copies of the restrictions
are available from the Ethics Supervisors. Staff wishing to deal in the
securities of Schroders plc must first contact the senior-ranking
dealer in Schroders' London equity dealing room who will explain the
applicable blackout periods, restrictions and authorizations required.
US SCHRODER GROUP RESTRICTED LIST
The US Schroder Group Restricted List is circulated only to those employees
responsible for placing securities trades, to members of the Ethics Committee
and to the Ethics Supervisors.
<PAGE>
SECTION ONE: No personnel may place trades in any securities, which term
includes options, warrants, debentures, futures, etc., on such securities
(hereinafter referred to as a related security or financial instruments, of any
company on Section One of the US Schroder Group Restricted List for any account
whatsoever, including client accounts, Schroder company accounts or Personal
Accounts at any time.
SECTION TWO: Trades in the securities or related securities or financial
instruments of any company on Section Two of the US Schroder Group Restricted
List (which contains those companies that have an officer of a US Schroder Group
Company on their board of directors, or where a US Schroder Group Company
manages a part of their balance sheet assets, i.e., corporate cash rather than
pension fund assets) may only be undertaken with the written permission of the
appropriate Ethics Supervisor.
No approval to trade will be given by the Ethics Supervisor:
(i) for any securities of a company currently on Section One of the US Schroder
Group Restricted List;
(ii) for any security of a company on Section Two of the US Schroder Group
Restricted List because an officer of a US Schroder Group Company serves as
a director of that company unless the Ethics Supervisor (or alternate) can
obtain confirmation from that company's Secretary or similar officer that
its directors are not in possession of material price sensitive information
with respect to its securities. Permission to trade in the securities of
any company on Section Two of the US Schroder Group Restricted List because
a US Schroder Group Company manages balance sheet assets for that company
(as opposed to pension fund assets) will only be given if the Ethics
Supervisor (or alternate) can obtain confirmation from the portfolio
manager responsible for that client that no US Schroder Group Company holds
any price sensitive information with respect to that company. Permission
will not, in any event, be given to any personnel personally involved in
the management of that client's account.
<PAGE>
PERSONAL SECURITIES TRANSACTIONS
POLICY
SCOPE AND PURPOSE OF THE POLICY
This Personal Securities Transactions Policy sets out the policies and
procedures required to be followed by all personnel in connection with trades
for Covered Accounts in Covered Securities (see Appendix A) in order to comply,
INTER ALIA, with the US Schroder Group's Code of Ethics. It sets out additional
restrictions and requirements for Level One Access Persons (as defined in
Appendix A). Further, it sets out the policies and procedures required to be
followed by outside directors (as defined in Appendix A) of Schroder Capital
Funds, Schroder Capital Funds (Delaware) and Schroder Series Trust
(collectively, the "Schroder Funds").
SIM NA LONDON, NEW YORK, SIMIL, AND SI-NEW YORK PERSONNEL
The procedures applicable to personnel employed by SIM NA in London and the US,
SIMIL, and to SI - New York personnel vary in detail but not in principle.
ESTABLISHING AN ACCOUNT
Before undertaking any transactions in Covered Securities, employees must
establish an account in accordance with the requirements of their employer
company.
New York
All US-based personnel of SIM NA and SI, unless exempted in writing by the
Ethics Committee, are required to maintain their Covered Accounts at Salomon
Smith Barney ("SSB") or Charles Schwab & Co. ("Schwab"). SSB and Schwab provide
an electronic download of employees' trades on T+1 which are accessed daily by
the Compliance Department. Additionally, both firms provide contemporaneous
copies of monthly account statements and trade confirmations to the Compliance
Department.
Personnel on secondment from London to New York may apply for a waiver of the
requirement to maintain brokerage ACCOUNTS AT SSB OR SCHWAB FOR NON-US
securities. At a minimum, such personnel must follow the procedures set forth in
the "Schroder Investment Management London Group Personal Investment Dealing
Rules" as described below and report their transactions in Covered Securities
quarterly to the New York Ethics Supervisor.
LONDON
All London-based personnel are required to comply with the requirements of the
"Schroder Investment Management London Group Personal Investment Dealing Rules,"
which are incorporated herein by reference, including placing all transactions
in Covered Securities
<PAGE>
through the Schroder London dealing room. London-based personnel must establish
an account to deal through Schroders' London dealing room according to the
procedures set out in the London Staff Handbook. Such procedures are
incorporated herein by reference within this Personal Securities Transactions
Policy. Upon establishing an account, London-based personnel covered by this
Policy are required to make arrangements for copies of all contracts and
confirmations to be sent to their Ethics Supervisor.
TORONTO AND MEXICO CITY
All Toronto and Mexico City based SIM NA personnel may maintain Covered
Accounts at the brokerage firm of their choosing, provided that Compliance (New
York) is notified. These employees are required to provide Compliance with
copies of monthly/periodic account statements and trade confirmations.
TRANSACTIONS
ALL TRANSACTIONS FALL INTO ONE OF FOUR CATEGORIES:
o TRANSACTIONS PROHIBITED BY THE POLICY
o TRANSACTIONS EXEMPT FROM ALL PROVISIONS OF THE POLICY
o TRANSACTIONS EXEMPT FROM THE PRE-CLEARANCE REQUIREMENTS BUT SUBJECT TO THE
REPORTING PROVISIONS OF THE POLICY
O TRANSACTIONS SUBJECT TO PRE-CLEARANCE AND THE REPORTING PROVISIONS
PROHIBITED TRANSACTIONS
All personnel are prohibited from trading for any Covered Account where the
execution of any such transaction would violate the principles and procedures of
the Code or Insider Trading Policy and no personnel shall request permission to
trade for any Covered Account if he or she knows that such trade:
(i) would result in the buying or selling of securities in competition with
buy or sell orders of, or on behalf of, clients, or operate to the
detriment of such clients including, without limitation, executing a
securities transaction on a day during which any client, including any
investment company for which a US Schroder Group company serves as
investment adviser, sub-adviser or manager (a "Schroder Managed Fund"),
has a pending "buy" or "sell" order in that same security until that
order is executed or withdrawn;
(ii) would be for the purpose of, or result in, the buying or selling of
securities to take advantage of recent or imminent trades of clients;
<PAGE>
(iii) would involve a security being considered for recommendation for
purchase or sale on behalf of a client;
(iv) would take place before a sufficient period of time has elapsed after
an open-market purchase or sale of any such security, by or on behalf
of any client, for the effects of such purchase or sale on the market
price to dissipate;
(v) would involve any security of any company currently on the US Schroder
Group Restricted List or any company with respect to which such person
has non-public information which has not been evaluated by a member of
the Ethics Committee in accordance with the provisions of the Insider
Trading Policy;
(vi) would involve trading in options on any of the stocks held by
or contemplated for client accounts;
(vii) would involve a "short sale" or otherwise would expose the employee
to unlimited risk of loss.
DE MINIMIS EXCEPTION: Transactions involving shares in certain companies traded
on US stock exchanges or the NASDAQ, will be approved regardless of whether
there are outstanding client orders unless there is a large outstanding order
for the purchase or sale of such securities by clients. A large order will
generally occur if the US equity large cap model has been revised. Other than
an adjustment in the model, outstanding orders for wrap fee or managed accounts
or to re-balance institutional or private accounts, will not preclude clearance
for a de minimis transaction.
The exception applies to transactions involving no more than 500 shares per
issuer per week in the aggregate for an employee's Covered Accounts, in
securities of companies with market capitalizations of $5 billion or more. In
the case of options, an employee may purchase or sell up to 5 option contracts
per week to control up to 500 shares in the underlying security of such large
cap company.
SHORT TERM TRADING
All personnel are strongly advised against short-term trading. All
personnel are bound by the Schroder Group policy that no one may
purchase and sell the same (or equivalent) security within seven
calendar days. (Please note that all London-based personnel are bound
by the 60 day holding period outlined below for Level One Access
Persons.) Such personnel are, in addition, subject to tighter
restrictions outlined below. The trading records of all personnel will
be reviewed quarterly by their Ethics Supervisor. Any personnel that
appear to have established a pattern of short term trading may be
subject to additional restrictions or penalties including, but not
<PAGE>
limited to, a limit or ban on future personal trading activity and a
requirement to disgorge profits on short-term trades.
The short term trading prohibition shall not pertain to the exercise
of a call sold by an employee to cover a long position. however,
although an employee may purchase a put to cover a long position, the
exercise of such put will only be approved if the underlying security
was held for the minimum required period (7 days or 60 days, as
appropriate). the exercise of a covered put is subject to the same
preclearance and reporting requirements as the underlying security.
COVERED SECURITIES
Securities, such as stocks, bonds and options, are covered by this Policy. The
same limitations pertain to transactions in a security related to a Covered
Security, such as an option to purchase or sell a Covered Security and any
security convertible into or exchangeable for a Covered Security.
NOT COVERED BY THIS POLICY ARE:
o securities which are direct obligations of the U.S. Government (i.e.,
Treasuries)
o any debt security directly guaranteed by any OECD member Government
o bankers' acceptances, bank certificates of deposit, commercial paper,
repurchase agreements and other high quality short-term debt instruments(1)
o shares or units in any open-end US registered investment company (mutual
fund)
o shares of any UK authorized unit trust(2)
If a security is not covered by this Policy, you may purchase or sell it without
obtaining pre-clearance and you do not have to report the transaction.
EXEMPT FROM PRECLEARANCE
The preclearance requirements do not apply to the following transactions.
however, such transactions MUST BE REPORTED as set forth in the section
on Reporting Requirements.
1) NON-DISCRETIONARY ACCOUNTS
- --------
1 High quality short-term debt instruments means any instrument having a
maturity at issuance of less than 366 days and which is rated in one of the
highest two rating categories by a Nationally Recognized Statistical Rating
Organization, or which is unrated but is of comparable quality.
2 Please note that Schroder Unit Trusts Limited does not currently accept
investments by US Persons into Schroders UK authorized unit trusts.
<PAGE>
Transactions effected in any Covered Account over which the employee
has no direct or indirect influence or control is deemed a
non-discretionary account. An employee shall be deemed to have no
direct or indirect influence or control over an account only if the
following conditions are met:
a) Investment discretion for such account has been delegated in
writing to an independent fiduciary and such investment
discretion is not shared with the employee or decisions for
the account are made by a family member and not by the
employee;
b) The employee (and where applicable, the family member)
certifies in writing that he/she has not and will not discuss
any potential investment decisions with such independent
fiduciary or family member; and
c) The Ethics Committee approves such arrangements.
2) NON-VOLITIONAL TRADES
Transactions which are non-volitional on the part of the employee
(i.e., the receipt of securities pursuant to a stock dividend or
merger). However the volitional sale of securities acquired in a
non-volitional manner is treated as any other securities trade and
subject to the preclearance requirements.
3) AUTOMATIC TRANSACTIONS AND DIVIDEND REINVESTMENT PLANS
Purchases of the stock of a company pursuant to an automatic dividend
reinvestment plan, automatic direct stock purchase plan, dividend
reinvestment plan or an employee stock purchase plan sponsored by such
company. such deductions that take place on an automatic, regular
(i.e., weekly, monthly, quarterly) basis from either a paycheck or
account (i.e., bank account, money market account) need not be
pre-cleared.
However the volitional sale of such securities is treated as any other
securities trade and subject to the preclearance requirements. In
addition, if an employee mails in a payment to purchase securities
directly from the issuer, that purchase must be pre-cleared on the day
the payment is mailed in to the issuer (see the following section).
4) RIGHTS OFFERINGS
Receipt or exercise of rights issued by a company on a pro rata basis
to all holders of a class of security and the sale of such rights.
Employees must, however, pre-clear transactions for the acquisition of
such rights from a third-party or the disposition of such rights.
<PAGE>
TRADING PRECLEARANCE
Before each transaction in a Covered Secuirty, all personnel must complete a
"Personal Securities Transaction - Request to Trade" form (see Appendix C).
U.S. Securities
Personnel wishing to trade in US securities must have the form signed by the
senior fund manager present (in New York or London and corresponding to the
director's, officer's or employee's location) responsible for supervising client
investments in large capitalization US equities, small capitalization US
equities, investment grade fixed income securities or high yield securities, as
appropriate, to the effect that no client trades are presently contemplated in
that security. Boston-based personnel wishing to trade in small capitalization
US equities should obtain certification from the senior fund manager in Boston;
all other personnel wishing to trade in small capitalization US equities should
obtain certification from the senior New York or London-based (as applicable)
small company fund manager.
IF YOU WISH TO PURCHASE AN INITIAL PUBLIC OFFERING(3) OR SECURITIES IN A PRIVATE
PLACEMENT(4) YOU MUST OBTAIN PERMISSION FROM THE CHIEF COMPLIANCE OFFICER.
Any employee who has been authorized to acquire securities in a Private Place
is required to disclose that investment in any subsequent consideration of
a client's investment in securities of the issuer. In such circumstances,
the decision to purchase securities of the issuer for a client shall be
subject to an independent review by personnel with no personal interest in
the matter.
Non U.S. Securities
Personnel wishing to trade in non-US equity securities must obtain
certification, by fax if necessary, from the senior London-based SIM NA or SIMIL
fund manager responsible for supervising client investments in the country where
such securities are primarily traded. Country funds and ADRs are treated as
non-US securities and certification must therefore be obtained from the senior
London based SIM NA or SIMIL fund manager responsible for the relevant country.
- -------------------
3 An IPO is an offering of securities registered under the Securities Act, the
issuer of which, immediately before the registration, was not subject to
reporting requirements under the federal securities laws.
4 A private placement is an offering of securities that are not registered under
the Securities Act because the offering qualified for an exemption from the
registration provisions.
<PAGE>
APPROVAL OF TRADING
Final responsibility for approving all trades, other than those placed through
Schroders' London dealing room, rests with the Ethics Supervisor, or in his/her
absence with any member of the Ethics Committee. London-based personnel must
send the signed Request to Trade form to their Ethics Supervisor at the same
time that the required dealing ticket is submitted to the senior-ranking dealer
in Schroders' London dealing room. Members of the Ethics Committee, including
the Ethics Supervisor, shall have their own personal trades, other than those
placed through Schroders' London dealing room, approved by another member of the
Ethics Committee.
If an employee receives permission to trade a security or instrument, the trade
must be executed AFTER such permission is granted and, for US-based personnel
BEFORE the end of the next business day after permission has been received.
Trades for London-based personnel must be executed within 24 hours after
permission is granted. If the trade is not executed within the appropriate time
frame and the person still wishes to effect the transaction, pre-clearance must
again be obtained - this would be the case for limit orders and orders such as
good-till-canceled as well.
(For Personal Equity Plans and similar vehicles which are subject to a mandatory
cooling-off period, trade date shall be deemed to be the date on which the
application is submitted rather than the date on which the cooling-off period
expires and not the date the trade is executed.)
If an employee fails to preclear a transaction in a Covered Security, he/she may
be monetarily penalized, by a fine and/or disgorgement of profits or avoidance
of loss. These types of violations will result in reprimands and could also
negatively affect the person's employment at Schroders. All preclearance
violations will be forwarded to the Ethics Committee to determine sanctions.
In cases where approval is not granted for any Covered Account transactions in a
security, Schroders will provide no compensation for any consequential losses in
a Covered Account.
ADDITIONAL RESTRICTIONS AND REQUIREMENTS FOR LEVEL ONE ACCESS PERSONS
The following additional restrictions and requirements apply to LEVEL ONE ACCESS
PERSONS, namely all US Schroder Group fund managers, investment analysts,
traders and those persons who, in connection with their regular functions or
duties, obtain: (i) information regarding the purchase or sale of a security on
behalf of a client or (ii) information as to specific securities under
consideration for purchase or sale on behalf of clients. These additional
restrictions are designed to prevent any conflict or the appearance of any
conflict
<PAGE>
of interest between trading for their Covered Accounts and securities
transactions initiated or recommended by them for clients:
i) Level One Access Persons are prohibited from buying or selling a security
within seven calendar days before and after any client trades in that
security. Any profits realized on transactions within the proscribed
periods (based on the difference in the price per share between that paid
or received, as appropriate, by the client and that paid or received by
such Access Person) will be required to be disgorged to the appropriate
client or, if that is not possible, to a charitable organization designated
by the Ethics Committee.
ii) Level One Access Persons are prohibited from profiting in the purchase and
sale of the same (or equivalent) securities within 60 calendar days. This
60 day restriction is in lieu of the general seven day restriction on
short-term trading described above. Any profits realized on any such
short-term trades will be required to be disgorged to a charitable
organization designated by the Ethics Committee.
iii) Level One Access Persons are required to disclose, on commencement of
employment and subsequently in an annual filing to their Ethics Supervisor,
all their personal securities holdings.
REPORTING REQUIREMENTS
All personnel are required to report his/her transactions in Covered Securities
holdings in Covered Accounts, as follows.
REPORTS OF EACH TRANSACTION IN A COVERED SECURITY
o Personnel are required to report to Compliance, no later than at the
opening of business on the business day following the day of execution of a
trade for a Personal Account, including:
name of security
nature of transaction (purchase, sale, etc.)
number of shares/units or principal amount
price of transaction
date of trade
name of broker
SSB and Schwab provide the New York Compliance Department with a daily report of
the above information with respect to any personal securities transactions
executed by New York-based personnel.
Any personnel seconded from London to New York who are granted a waiver from the
requirement to maintain personal accounts at SSB or Schwab shall, within ten
days after the
<PAGE>
end of each calendar quarter, provide the New York Ethics Supervisor with copies
of all pre-clearance forms and contract notes for transactions executed through
the London dealing desk.
The reporting obligation of London-based personnel shall be discharged by
arranging in advance for copies of contract notes/confirmations for all their
transactions to be sent automatically to Compliance upon completion of a trade.
INITIAL EMPLOYMENT
o No later than 10 days after initial employment with a US Schroder Group
Company, each employee must provide Compliance (New York or London, as
appropriate) with a list of each Covered Security s/he owns (as defined
above). The information provided must include the title of the security,
number of shares owned, and principal amount, as well as a of list of all
Covered Accounts where Covered Securities are held. The employee will sign
and date the report.
QUARTERLY REPORTS
o No later than 10 days after the end of each calendar quarter, each employee
will provide Compliance (New York or London, as appropriate) with a report
of all transactions in Covered Securities in the quarter, including the
name of the Covered Security, the number of shares and principal amount,
whether it was a buy or sell, the price and the name of the broker through
whom effected. The employee will also report any new Covered Accounts
established during the quarter, including the name of the broker/dealer and
the date the Covered Account was established. The report will be signed and
dated by the employee.
ANNUAL REPORTS
o Within 30 days after the end of the calendar, each employee must report all
his/her holdings in Covered Securities as at December 31, including the
title, number of shares and principal amount of each Covered Security the
employee owns (as defined above) and the names of all Covered Accounts. The
employee will sign and date the report.
Exceptions:
o An employee need not report any transactions in covered securities or any
covered accounts in which s/he has no direct or indirect influence or
control.
o A director of a schroder fund who is not an "interested person"5 is not
required to make initial, quarterly or annual reports provided that s/he
did not know, nor in the ordinary course of fulfilling his/her duties as a
director, s/he should not have known, that during
- ---------------
5 As defined in Section 2(a)(19) of the Investment Company Act.
<PAGE>
the 15 day period immediately before or after his/her transaction in a
covered security, the fund purchased or sold the covered security or that
the covered security was considered for purchase or sale by the fund.
The information on personal securities transactions received and recorded by SIM
NA and SIMIL (on behalf of their employees) will be deemed to satisfy the
reporting obligations contained in Rule 204-2(a)(12) under the Advisers Act and
Rule 17j-1 under the Investment Company Act. Such reports may, where
appropriate, contain a statement to the effect that the reporting of the
transaction is not to be construed as an admission that the person has any
direct or indirect beneficial interest or ownership in the security.
Reports by the Ethics Supervisors
On a quarterly basis, the appropriate Ethics Supervisors, in order to assist
them in fulfilling their regulatory obligations, will report to the Boards of
Trustees of the Schroder Funds or the Schroder-managed Funds, as appropriate,
and the Supervisory Principal of SFA, any violations of this Code and the
actions, if any, taken by the Ethics Committee.
Adopted: October 1, 1995
Amended: May 15, 1996
May 1, 1997
June 12, 1998
June 2, 1999
March 14, 2000
<PAGE>
APPENDIX A
DEFINITIONS
"ETHICS SUPERVISOR" means the persons designated from time to time by the Ethics
Committee to administer the Code, who currently are:
<TABLE>
<CAPTION>
<S> <C>
- ---------------------------------------------------------------------------------------------------------------
Barbara Brooke Schroders U.S. Holdings Inc.
Manning for: Schroder Investment Management North America Inc. (New
(alts: ) Evett Lawrence York and Mexico City)
Brian Murphy Schroder Investment Management North America Ltd. (Toronto
only)
- ---------------------------------------------------------------------------------------------------------------
Barbara Brooke Schroder Fund Advisors Inc.
Manning for: Schroder Capital Funds
(alt: Sandra Poe) Schroder. Investment Management North America Inc. (New
York)
Schroder Capital Funds (Delaware)
Schroder Series Trust
- ---------------------------------------------------------------------------------------------------------------
Paul Martin for: Schroder Investment Management North America Inc. (London)
Schroder Investment Management North America Limited
(London)
Schroder Investment Management International Limited
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
"ETHICS COMMITTEE" means the committee designated by the US Schroder Group
Companies from time to time, which currently comprises:
Jeremy Willoughby(Chairman)
Richard Foulkes
Barbara Brooke Manning
Richard Mountford
Andrew Smethurst
Mark Smith
"ACCESS PERSON" will be divided into two categories: Level One Access Person
means any director, officer or employee who is an Advisory Person (as defined
herein) of SIM NA, SFA, SI and the Schroder Funds. All other directors and
officers are Level Two Access Persons.
"ADVISORY PERSON" is any employee who, in connection with his/her regular
functions or duties, makes, participates in, or obtains information regarding
the purchase or sale of a security on behalf of any advisory client or
information regarding securities under consideration for purchase or sale on
behalf of clients or whose functions relate to the making of any recommendations
with respect to such purchases or sales.
<PAGE>
A SECURITY IS "BEING CONSIDERED FOR PURCHASE OR SALE" when a recommendation to
purchase or sell a security has been made or communicated and, with respect to
the person making the recommendation, when such person seriously considers
making such a recommendation.
"COVERED ACCOUNT" is an account in which securities are owned by you. This
includes IRA accounts. Under the Policy, accounts held by your spouse (including
his/her IRA accounts), minor children and other members of your immediate family
(children, stepchildren, grandchildren, parents, step parents, grandparents,
siblings, in-laws and adoptive relationships) who share your household are also
considered your accounts. In addition, accounts maintained by your domestic
partner (an unrelated adult with whom you share your home and contribute to each
other's support) are considered your accounts under this Policy.
If you are in any doubt as to whether an account falls within this definition of
Covered Account, please see Compliance. Further, if you believe that there is a
reason that you are unable to comply with the Policy, for example, your spouse
works for another regulated firm, you make seek a waiver from Compliance.
"COVERED SECURITIES" generally means stocks, bonds and options. The same
limitations pertain to transactions in a security related to a Covered Security,
such as an option to purchase or sell a Covered Security and any security
convertible into or exchangeable for a Covered Security.
NOT COVERED BY THIS POLICY ARE:
o securities which are direct obligations of the U.S. Government (i.e.,
Treasuries)
o any debt security directly guaranteed by any OECD member Government
o bankers' acceptances, bank certificates of deposit, commercial paper,
repurchase agreements and other high quality short-term debt instruments (6)
o shares or units in any open-end US registered investment company (mutual fund)
o shares of any uk authorized unit trust(7)
"DISINTERESTED DIRECTOR/TRUSTEE" means a Director or Trustee of the any of the
Schroder Funds who is not an "interested person" of the Funds within the meaning
of Section 2(a)(19) of the Investment Company Act or the rules thereunder.
- --------
1 High quality short-term debt instruments means any instrument having a
maturity at issuance of less than 366 days and which is rated in one of the
highest two rating categories by a Nationally Recognized Statistical Rating
Organization, or which is unrated but is of comparable quality. 2 Please note
that Schroder Unit Trusts Limited does not currently accept investments by US
Persons into Schroders UK authorized unit trusts.
<PAGE>
"US SCHRODER GROUP RESTRICTED LIST" means a list of securities determined from
time to time by the Ethics Committee, in accordance with provisions of the
Insider Trading Policy, to be inappropriate for trading by personnel covered by
this Code and, in certain circumstances, by any client portfolio of any US
Schroder Group Company.
<PAGE>