AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 2000
File No. 333-31496
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. 2
VANGUARD FENWAY FUNDS
(Exact Name of Registrant as Specified in Charter)
P.O. Box 2600
Valley Forge, Pennsylvania 19482
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, including Area Code (610) 669-1000
(Name and Address of Agent for Service)
R. GREGORY BARTON, ESQUIRE
P.O. BOX 876
VALLEY FORGE, PENNSYLVANIA 19482
No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
It is proposed that this filing will become effective on April 3, 2000 pursuant
to Rule 488.
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The Cross-Reference sheet, the Prospectus/Proxy Statement and the Statement
of Additional Information along with its required attachments are herein
incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-14 (File No. 333-31496) as filed with the
Securities and Exchange Commission via EDGAR (Accession No.
0000950115-00-000316) on March 14, 2000.
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VANGUARD FENWAY FUNDS
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FORM N-14
PART C
OTHER INFORMATION
Item 15. Indemnification.
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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 16. Exhibits.
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(1) Declaration of Trust of the Vanguard Fenway Funds is
herein incorporated by reference to Exhibit 1 of
Post-Effective Amendment No. 14 to Registrant's
Registration Statement on Form N-1A filed on May 28,
1998.
(2) By-laws of the Vanguard Fenway Funds are herein incorporated
by reference to Exhibit 2 of Post-Effective Amendment No. 14
to Registrant's Registration Statement on Form N-1A filed on
May 28, 1998.
(3) Not applicable
(4) Form of Agreement and Plan of Reorganization and
Liquidation is herein incorporated by reference to
Exhibit 4 of Registrant's Registration Statement on
Form N-14 filed March 2, 2000.
(5) Not applicable.
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(6) Form of Investment Advisory Agreement between
Vanguard Fenway Funds and Turner Investment Partners,
Inc., dated June 1, 2000 is herein incorporated by
reference to Exhibit 4 of the Registrant's
Registration Statement on Form N-14 filed on March 2,
2000.
(7) Not applicable.
(8) Amended and Restated Fund's Service Agreement is
herein incorporated by reference to Registrant's
Registration Statement on Form N-1A.
(9) Custodian Agreement is herein incorporated by
reference to Registrant's Registration Statement on
Form N-1A.
(10) Not applicable.
(11) Opinion and Consent of Shearman and Sterling that
shares will be validly issued, fully paid and
non-assessable is herein incorporated by reference to
Exhibit (11) of the Registrant's Pre-Effective
Amendment No. 1 on Form N-14 filed on March 10, 2000.
(12) Form of Opinion and Consent of Stradley, Ronan,
Stevens & Young LLP of as to tax matters and
consequences is herein incorporated by reference to
Exhibit 4 of Registrant's Registration Statement on
Form N-14 filed March 2, 2000.
(13) Not applicable.
(14) Consent of Ernst & Young LLP is herein incorporated by
reference to Exhibit (14) of the Registrant's Pre-Effective
Amendment No. 1 on Form N-14 filed on March 10, 2000.
(15) Not applicable.
(16) Power of Attorney for Heidi Stam is herein incorporated by
reference to Post-Effective Amendment No. 19 to the
Registration Statement of Vanguard Convertible Securities
Fund (File No. 33-4424) filed on Form N-1A on January
25, 1999.
(17)(a) Prospectus for TIP Fund's Turner Growth Equity Fund dated
January 31, 2000 is herein incorporated by reference
to Exhibit 4 of Registrant's Registration Statement
on Form N-14 filed March 2, 2000.
(17)(b) Statement of Additional Information for TIP Funds
Turner Growth Equity Fund dated January 31, 2000 is
herein incorporated by reference to Exhibit 4 of
Registrant's Registration Statement on Form N-14
filed March 2, 2000.
(17)(c) Annual Report to Shareholders including the Audited
Financial Statements dated September 30, 1999 for the
TIP Funds are herein incorporated by reference to
Exhibit 4 of Registrant's Registration Statement on
Form N-14 filed March 2, 2000.
(17)(d) Prospectus for Vanguard Fenway Fund's Vanguard Growth
Equity Fund is incorporated by reference to Exhibit 4
of Registrant's Registration Statement on Form N-14
filed March 2, 2000.
(17)(e) Statement of Additional Information for Vanguard
Fenway Funds Vanguard Growth Equity Fund is herein
incorporated by reference to Exhibit 4 of
Registrant's Registration Statement on Form N-14
filed March 2, 2000.
Item 17. Undertakings.
------------
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through use of a prospectus which is
part of this Registration Statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933,
as amended, the reoffering prospectus will contain information called for by the
applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by other items of the
applicable form.
(2) The undersigned Registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act of
1933, as amended, each post-effective amendment shall be deemed to a new
registration statement for the securities offered therein, and the offering of
securities at that time shall be deemed to be the initial bona fide offering of
them.
(3) The Registrant undertakes to file, by post-effective
amendment, the opinion of counsel received as to certain tax matters, within a
reasonable time after receipt of such opinion.
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SIGNATURES
As required by the Securities Act of 1933 this Registration Statement
has been signed on behalf of the Registrant in Philadelphia on the 31st of
March, 2000.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed below by the following persons in the capacity on the
dates indicated.
VANGUARD FENWAY FUNDS
Registrant
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By: /s/ Heidi Stam President, Chairman, Chief March 31, 2000
------------------------------- Executive Officer, and
(Heidi Stam) Trustee
John J. Brennan*
By: /s/ Heidi Stam Trustee March 31, 2000
-------------------------------
(Heidi Stam)
JoAnn Heffernan Heisen*
By: /s/ Heidi Stam Trustee March 31, 2000
-------------------------------
(Heidi Stam)
Bruce L. MacLaury*
By: /s/ Heidi Stam Trustee March 31, 2000
-------------------------------
(Heidi Stam)
Alfred M. Rankin, Jr.*
By: /s/ Heidi Stam Trustee March 31, 2000
-------------------------------
(Heidi Stam)
John C. Sawhill*
By: /s/ Heidi Stam Trustee March 31, 2000
-------------------------------
(Heidi Stam)
James O. Welch, Jr.*
By: /s/ Heidi Stam Trustee March 31, 2000
-------------------------------
(Heidi Stam)
J. Lawrence Wilson*
By: /s/ Heidi Stam Treasurer and Principal March 31, 2000
------------------------------- Financial Officer and
(Heidi Stam) Accounting Officer
Thomas J. Higgins*
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* By Power of Attorney. See File Number 33-4424, filed on January 25, 1999.
Incorporated by Reference.
