Share Classes1 | ||
Fund2 | Institutional | Institutional Plus |
Vanguard Institutional Index Fund | VINIX | VIIIX |
Vanguard Institutional Total Stock Market Index Fund | VITNX | VITPX |
1 | Individually, a class; collectively, the classes. |
2 | Individually, a Fund; collectively, the Funds. |
Vanguard Fund | Capital Contribution to Vanguard |
Percentage
of Fund’s Average Net Assets |
Percent
of Vanguard Funds’ Contribution |
Institutional Index Fund | $10,697,000 | 0.01% | 4.28% |
Institutional Total Stock Market Index Fund | 1,810,000 | 0.01 | 0.72 |
■ | Conducting or publishing Vanguard-generated research and analysis concerning the funds, other investments, the financial markets, or the economy. |
■ | Providing views, opinions, advice, or commentary concerning the funds, other investments, the financial markets, or the economy. |
■ | Providing analytical, statistical, performance, or other information concerning the funds, other investments, the financial markets, or the economy. |
■ | Providing administrative services in connection with investments in the funds or other investments, including, but not limited to, shareholder services, recordkeeping services, and educational services. |
■ | Providing products or services that assist investors or financial service providers (as defined below) in the investment decision-making process. |
■ | Providing promotional discounts, commission-free trading, fee waivers, and other benefits to clients of Vanguard Brokerage Services® who maintain qualifying investments in the funds. |
Annual Shared Fund Operating Expenses (Shared Expenses Deducted From Fund Assets) | |||
Vanguard Fund | 2017 | 2018 | 2019 |
Vanguard Institutional Index Fund | |||
Management and Administrative Expenses | 0.03% | 0.03% | 0.02% |
Marketing and Distribution Expenses | Less than 0.01 | Less than 0.01 | Less than 0.01 |
Vanguard Institutional Total Stock Market Index Fund | |||
Management and Administrative Expenses | 0.02% | 0.02% | 0.02% |
Marketing and Distribution Expenses | Less than 0.01 | Less than 0.01 | Less than 0.01 |
Vanguard Institutional Index Fund—Institutional Shares: | 0.025% |
Vanguard Institutional Index Fund—Institutional Plus Shares: | 0.005% |
Vanguard Institutional Total Stock Market Index Fund—Institutional Shares: | 0.025% |
Vanguard Institutional Total Stock Market Index Fund—Institutional Plus Shares: | 0.005% |
Vanguard Fund | 20171 |
Institutional Index Fund | $70,381,000 |
Institutional Total Stock Market Index Fund | 7,920,000 |
1 | Includes auditing and custodial fees paid to Vanguard from November 15, 2017, through December 31, 2017, under the Agreement. Does not include investment advisory expenses paid to Vanguard from November 15, 2017, to December 31, 2017, under the Agreement. |
Name, Year of Birth | Position(s) Held With Funds |
Vanguard Funds’ Trustee/ Officer Since |
Principal
Occupation(s) During the Past Five Years, Outside Directorships, and Other Experience |
Number
of Vanguard Funds Overseen by Trustee/Officer |
Interested Trustee1 | ||||
Mortimer
J. Buckley (1969) |
Chairman of the Board, Chief Executive Officer, and President | January 2018 | Chairman of the board (2019–present) of Vanguard and of each of the investment companies served by Vanguard; chief executive officer (2018– present) of Vanguard; chief executive officer, president, and trustee (2018–present) of each of the investment companies served by Vanguard; president and director (2017–present) of Vanguard; and president (2018–present) of Vanguard Marketing Corporation. Chief investment officer (2013–2017), managing director (2002–2017), head of the Retail Investor Group (2006–2012), and chief information officer (2001–2006) of Vanguard. Chairman of the board (2011–2017) and trustee (2009–2017) of the Children’s Hospital of Philadelphia; and trustee (2018–present) and vice chair (2019–present) of The Shipley School. | 213 |
1 Mr. Buckley is considered an “interested person” as defined in the 1940 Act because he is an officer of the Trust. | ||||
Independent Trustees | ||||
Emerson
U. Fullwood (1948) |
Trustee | January 2008 | Executive chief staff and marketing officer for North America and corporate vice president (retired 2008) of Xerox Corporation (document management products and services). Former president of the Worldwide Channels Group, Latin America, and Worldwide Customer Service and executive chief staff officer of Developing Markets of Xerox. Executive in residence and 2009–2010 Distinguished Minett Professor at the Rochester Institute of Technology. Director of SPX FLOW, Inc. (multi-industry manufacturing). Director of the University of Rochester Medical Center, the Monroe Community College Foundation, the United Way of Rochester, North Carolina A&T University, and Roberts Wesleyan College. Trustee of the University of Rochester. | 213 |
Amy
Gutmann (1949) |
Trustee | June 2006 | President (2004–present) of the University of Pennsylvania. Christopher H. Browne Distinguished Professor of Political Science, School of Arts and Sciences, and professor of communication, Annenberg School for Communication, with secondary faculty appointments in the Department of Philosophy, School of Arts and Sciences, and at the Graduate School of Education, University of Pennsylvania. | 213 |
F.
Joseph Loughrey (1949) |
Trustee | October 2009 | President and chief operating officer (retired 2009) and vice chairman of the board (2008–2009) of Cummins Inc. (industrial machinery). Chairman of the board of Hillenbrand, Inc. (specialized consumer services) and the Lumina Foundation. Director of the V Foundation. Member of the advisory council for the College of Arts and Letters and chair of the advisory board to the Kellogg Institute for International Studies, both at the University of Notre Dame. | 213 |
Mark
Loughridge (1953) |
Lead Independent Trustee | March 2012 | Senior vice president and chief financial officer (retired 2013) of IBM (information technology services). Fiduciary member of IBM’s Retirement Plan Committee (2004–2013), senior vice president and general manager (2002–2004) of IBM Global Financing, vice president and controller (1998–2002) of IBM, and a variety of other prior management roles at IBM. Member of the Council on Chicago Booth. | 213 |
Name, Year of Birth | Position(s) Held With Funds |
Vanguard Funds’ Trustee/ Officer Since |
Principal
Occupation(s) During the Past Five Years, Outside Directorships, and Other Experience |
Number
of Vanguard Funds Overseen by Trustee/Officer |
Scott
C. Malpass (1962) |
Trustee | March 2012 | Chief investment officer (1989–present) and vice president (1996–present) of the University of Notre Dame. Assistant professor of finance at the Mendoza College of Business, University of Notre Dame, and member of the Notre Dame 403(b) Investment Committee. Member of the board of TIFF Advisory Services, Inc. Member of the board of Catholic Investment Services, Inc. (investment advisors) and the board of superintendence of the Institute for the Works of Religion. | 213 |
Deanna
Mulligan (1963) |
Trustee | January 2018 | Chief executive officer (2011–present) of The Guardian Life Insurance Company of America. President (2010–2019), chief operating officer (2010–2011), and executive vice president (2008–2010) of Individual Life and Disability of The Guardian Life Insurance Company of America. Member of the board of The Guardian Life Insurance Company of America, the American Council of Life Insurers, and the Economic Club of New York. Trustee of the Partnership for New York City (business leadership), the Chief Executives for Corporate Purpose, the New York-Presbyterian Hospital, Catalyst, and the Bruce Museum (arts and science). Member of the Advisory Council for the Stanford Graduate School of Business. | 213 |
André
F. Perold (1952) |
Trustee | December 2004 | George Gund Professor of Finance and Banking, Emeritus at the Harvard Business School (retired 2011). Chief investment officer and co-managing partner of HighVista Strategies LLC (private investment firm). Board of Advisors and investment committee member of the Museum of Fine Arts Boston. Board member (2018–present) of RIT Capital Partners (investment firm); investment committee member of Partners Health Care System. | 213 |
Sarah
Bloom Raskin (1961) |
Trustee | January 2018 | Deputy secretary (2014–2017) of the United States Department of the Treasury. Governor (2010–2014) of the Federal Reserve Board. Commissioner (2007–2010) of financial regulation for the State of Maryland. Member of the board of directors (2012–2014) of Neighborhood Reinvestment Corporation. Director (2017–present) of i(x) Investments, LLC; director (2017–present) of Reserve Trust. Rubenstein Fellow (2017–present) of Duke University; trustee (2017–present) of Amherst College; and trustee (2019–present) of Folger Shakespeare Library. | 213 |
Peter
F. Volanakis (1955) |
Trustee | July 2009 | President and chief operating officer (retired 2010) of Corning Incorporated (communications equipment) and director of Corning Incorporated (2000–2010) and Dow Corning (2001–2010). Director (2012) of SPX Corporation (multi-industry manufacturing). Overseer of the Amos Tuck School of Business Administration, Dartmouth College (2001–2013). Chairman of the board of trustees of Colby-Sawyer College. Member of the board of Hypertherm Inc. (industrial cutting systems, software, and consumables). | 213 |
Name, Year of Birth | Position(s) Held With Funds |
Vanguard Funds’ Trustee/ Officer Since |
Principal
Occupation(s) During the Past Five Years, Outside Directorships, and Other Experience |
Number
of Vanguard Funds Overseen by Trustee/Officer |
Executive Officers | ||||
John
Bendl (1970) |
Chief Financial Officer | October 2019 | Principal of Vanguard. Chief financial officer (2019–present) of each of the investment companies served by Vanguard. Chief accounting officer, treasurer, and controller of Vanguard (2017–present). Partner (2003–2016) at KPMG (audit, tax, and advisory services). | 213 |
Glenn
Booraem (1967) |
Investment Stewardship Officer | February 2001 | Principal of Vanguard. Investment stewardship officer (2017–present), treasurer (2015–2017), controller (2010–2015), and assistant controller (2001–2010) of each of the investment companies served by Vanguard. | 213 |
Christine
M. Buchanan (1970) |
Treasurer | November 2017 | Principal of Vanguard. Treasurer (2017–present) of each of the investment companies served by Vanguard. Partner (2005–2017) at KPMG (audit, tax, and advisory services). | 213 |
David
Cermak (1960) |
Finance Director | October 2019 | Principal of Vanguard. Finance director (2019–present) of each of the investment companies served by Vanguard. Managing director and head (2017–present) of Vanguard Investments Singapore. Managing director and head (2017–2019) of Vanguard Investments Hong Kong. Representative director and head (2014–2017) of Vanguard Investments Japan. | 213 |
Thomas
J. Higgins (1957) |
Finance Director | July 1998 | Principal of Vanguard. Finance director (2019–present), chief financial officer (2008–2019), and treasurer (1998–2008) of each of the investment companies served by Vanguard. | 213 |
Peter
Mahoney (1974) |
Controller | May 2015 | Principal of Vanguard. Controller (2015–present) of each of the investment companies served by Vanguard. Head of International Fund Services (2008– 2014) at Vanguard. | 213 |
Anne
E. Robinson (1970) |
Secretary | September 2016 | General counsel (2016–present) of Vanguard. Secretary (2016–present) of Vanguard and of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Managing director and general counsel of Global Cards and Consumer Services (2014–2016) at Citigroup. Counsel (2003–2014) at American Express. | 213 |
Michael
Rollings (1963) |
Finance Director | February 2017 | Finance director (2017–present) and treasurer (2017) of each of the investment companies served by Vanguard. Managing director (2016–present) of Vanguard. Chief financial officer (2016–present) of Vanguard. Director (2016–present) of Vanguard Marketing Corporation. Executive vice president and chief financial officer (2006–2016) of MassMutual Financial Group. | 213 |
John
E. Schadl (1972) |
Chief Compliance Officer | March 2019 | Principal of Vanguard. Chief compliance officer (2019–present) of Vanguard and of each of the investment companies served by Vanguard. Assistant vice president (2019–present) of Vanguard Marketing Corporation. | 213 |
■ | Audit Committee: This committee oversees the accounting and financial reporting policies, the systems of internal controls, and the independent audits of each fund. The following independent trustees serve as members of the committee: Mr. Loughrey, Mr. Loughridge, Ms. Raskin, and Mr. Volanakis. The committee held six meetings during the Trust’s fiscal year ended December 31, 2019. |
■ | Compensation Committee: This committee oversees the compensation programs established by each fund for the benefit of its trustees. All independent trustees serve as members of the committee. The committee held one meeting during the Trust’s fiscal year ended December 31, 2019. |
■ | Investment Committees: These committees assist the board in its oversight of investment advisors to the funds and in the review and evaluation of materials relating to the board’s consideration of investment advisory agreements with the funds. Each trustee serves on one of two investment committees. Each investment committee held four meetings during the Trust’s fiscal year ended December 31, 2019. |
■ | Nominating Committee: This committee nominates candidates for election to the board of trustees of each fund. The committee also has the authority to recommend the removal of any trustee. All independent trustees serve as members of the committee. The committee held one meeting during the Trust’s fiscal year ended December 31, 2019. |
■ | 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 (after attaining age 65 and completing five years of service), the independent trustees who began their service prior to January 1, 2001, receive a retirement benefit under a separate account arrangement. As of January 1, 2001, the opening balance of each eligible trustee’s separate account was generally equal to the net present value of the benefits he or she had accrued under the trustees’ former retirement plan. Each eligible trustee’s separate account will be credited annually with interest at a rate of 7.5% until the trustee receives his or her final distribution. Those independent trustees who began their service on or after January 1, 2001, are not eligible to participate in the plan. |
Trustee | Aggregate Compensation From the Funds1 |
Pension
or Retirement Benefits Accrued as Part of the Funds’ Expenses1 |
Accrued
Annual Retirement Benefit at January 1, 20202 |
Total
Compensation From All Vanguard Funds Paid to Trustees3 |
Mortimer J. Buckley | — | — | — | — |
Emerson U. Fullwood | $12,423 | — | — | $287,500 |
Amy Gutmann | 12,423 | — | — | 287,500 |
JoAnn Heffernan Heisen4 | — | $252 | $9,329 | — |
F. Joseph Loughrey | 13,287 | — | — | 307,500 |
Mark Loughridge | 15,449 | — | — | 357,500 |
Scott C. Malpass | 12,423 | — | — | 287,500 |
Deanna Mulligan | 12,423 | — | — | 287,500 |
André F. Perold | 12,423 | — | — | 287,500 |
Sarah Bloom Raskin | 13,287 | — | — | 307,500 |
Peter F. Volanakis | 13,287 | — | — | 307,500 |
1 | The amounts shown in this column are based on the Trust's fiscal year ended December 31, 2019. Each Fund within the Trust is responsible for a proportionate share of these amounts. |
2 | Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustee’s retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after January 1, 2001, are not eligible to participate in the retirement benefit plan. |
3 | The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 213 Vanguard funds for the 2019 calendar year. |
4 | Ms. Heisen retired from service effective December 31, 2018. |
Vanguard Fund | Trustee | Dollar
Range of Fund Shares Owned by Trustee |
Aggregate
Dollar Range of Vanguard Fund Shares Owned by Trustee |
Vanguard Institutional Index Fund | Mortimer J. Buckley | — | Over $100,000 |
Emerson U. Fullwood | — | Over $100,000 | |
Amy Gutmann | — | Over $100,000 | |
F. Joseph Loughrey | — | Over $100,000 | |
Mark Loughridge | — | Over $100,000 | |
Scott C. Malpass | — | Over $100,000 | |
Deanna Mulligan | Over $100,000 | Over $100,000 | |
André F. Perold | — | Over $100,000 | |
Sarah Bloom Raskin | — | Over $100,000 | |
Peter F. Volanakis | — | Over $100,000 | |
Vanguard Fund | Trustee | Dollar
Range of Fund Shares Owned by Trustee |
Aggregate
Dollar Range of Vanguard Fund Shares Owned by Trustee |
Vanguard Institutional Total Stock Market Index Fund | Mortimer J. Buckley | — | Over $100,000 |
Emerson U. Fullwood | — | Over $100,000 | |
Amy Gutmann | — | Over $100,000 | |
F. Joseph Loughrey | — | Over $100,000 | |
Mark Loughridge | — | Over $100,000 | |
Scott C. Malpass | — | Over $100,000 | |
Deanna Mulligan | — | Over $100,000 | |
André F. Perold | — | Over $100,000 | |
Sarah Bloom Raskin | — | Over $100,000 | |
Peter F. Volanakis | — | Over $100,000 |
Fund | Share Class | Owner and Address | Percentage of Ownership |
Vanguard Institutional Index Fund | Institutional Shares | CHARLES SCHWAB & CO INC SAN FRANCISCO, CA | 7.72% |
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC COVINGTON, KY | 8.56% | ||
NATIONAL FINANCIAL SERVICES CORP JERSEY CITY, NJ | 6.52% | ||
Institutional Plus Shares | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC COVINGTON, KY | 17.26% | |
NATIONAL FINANCIAL SERVICES CORP JERSEY CITY, NJ | 7.81% | ||
TIAA, FSB SAINT LOUIS, MO | 5.46% |
Fund | Share Class | Owner and Address | Percentage of Ownership |
Vanguard Institutional Total Stock Market Index Fund | Institutional Plus Shares | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO INC COVINGTON, KY | 10.07% |
NATIONAL FINANCIAL SERVICES CORP JERSEY CITY, NJ | 5.16% | ||
STATE OF UTAH EDUCATIONAL SAVINGS PLAN SALT LAKE CITY, UT | 12.19% | ||
Institutional Shares | STATE STREET BANK & TRUST CO ASTRAZENECA TRUST FOR DEFINED BENEFIT PENSION PLANS QUINCY, MA | 7.94% | |
BNY MELLON INVESTMENT SERVICING TRUST CO FBO WRAP CLIE KING OF PRUSSIA, PA | 6.26% | ||
FARM BUREAU MUTUAL INSURANCE COMPANY LANSING, MI | 5.07% | ||
FARM BUREAU MUTUAL INSURANCE COMPANY LANSING, MI | 12.37% | ||
LAKESIDE SCHOOL SEATTLE, WA | 6.51% | ||
MUNICH REINSURANCE AMERICA, INC. PENSION PLAN WAYNE, PA | 8.27% | ||
NATIONAL FINANCIAL SERVICES CORP JERSEY CITY, NJ | 5.78% | ||
CAPINCO MILWAUKEE, WI | 22.78% |
Vanguard Fund | 2017 | 2018 | 2019 |
Institutional Index Fund | $555,000 | $9,445,000 | $8,798,000 |
Institutional Total Stock Market Index Fund | $303,000 | $3,757,000 | $3,392,000 |
Portfolio Manager | No.
of accounts |
Total assets | No.
of accounts with performance-based fees |
Total
assets in accounts with performance-based fees | |
Donald M. Butler | Registered investment companies | 16 | $1T | 0 | $0 |
Other pooled investment vehicles | 2 | $8.7B | 0 | $0 | |
Other accounts | 1 | $9.1B | 0 | $0 | |
Michelle Louie | Registered investment companies | 9 | $816B | 0 | $0 |
Other pooled investment vehicles | 0 | $0 | 0 | $0 | |
Other accounts | 0 | $0 | 0 | $0 | |
Walter Nejman | Registered investment companies | 50 | $1.9T | 0 | $0 |
Other pooled investment vehicles | 2 | $2.6B | 0 | $0 | |
Other accounts | 1 | $1.1B | 0 | $0 | |
Gerard C. O’Reilly | Registered investment companies | 18 | $1.5T | 0 | $0 |
Other pooled investment vehicles | 1 | $484M | 0 | $0 | |
Other accounts | 0 | $0 | 0 | $0 |
1 | Includes Vanguard Institutional Index Fund which held assets of $242 billion as of December 31, 2019. |
2 | Includes Vanguard Institutional Total Stock Market Index Fund which held assets of $41 billion as of December 31, 2019. |
Vanguard Fund | Securities Lending Activities |
Institutional Index Fund | |
Gross income from securities lending activities | $7,362,274 |
Fees paid to securities lending agent from a revenue split | $0 |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split | $9,014 |
Administrative fees not included in revenue split | $40,986 |
Indemnification fee not included in revenue split | $0 |
Rebate (paid to borrower) | $3,626,077 |
Other fees not included in revenue split (specify) | $0 |
Aggregate fees/compensation for securities lending activities | $3,676,077 |
Net income from securities lending activities | $3,686,197 |
Institutional Total Stock Market Index Fund | |
Gross income from securities lending activities | $8,764,956 |
Fees paid to securities lending agent from a revenue split | $0 |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split | $7,347 |
Administrative fees not included in revenue split | $92,789 |
Indemnification fee not included in revenue split | $0 |
Rebate (paid to borrower) | $1,992,389 |
Other fees not included in revenue split (specify) | $0 |
Aggregate fees/compensation for securities lending activities | $2,092,525 |
Net income from securities lending activities | $6,672,431 |
Vanguard Fund | 2017 | 2018 | 2019 |
Institutional Index Fund | $1,246,000 | $1,053,000 | $1,207,000 |
Institutional Total Stock Market Index Fund | 502,000 | 441,000 | 398,000 |
Vanguard Fund | Regular Broker or Dealer (or Parent) | Aggregate Holdings |
Vanguard Institutional Index Fund | Citigroup Global Markets Inc. | $1,577,343,000 |
Goldman, Sachs & Co. | 662,683,000 | |
J.P. Morgan Securities Inc. | 3,912,330,000 | |
Merrill Lynch, Pierce, Fenner & Smith Inc. | 2,578,605,000 | |
Morgan Stanley | 568,755,000 | |
Wells Fargo Securities, LLC | 1,872,646,000 | |
Vanguard Institutional Total Stock Market Index Fund | Citigroup Global Markets Inc. | 225,306,000 |
Goldman, Sachs & Co. | 99,908,000 | |
J.P. Morgan Securities Inc. | 536,920,000 | |
Jefferies & Company, Inc. | 6,641,000 | |
Merrill Lynch, Pierce, Fenner & Smith Inc. | 368,474,000 | |
Morgan Stanley | 79,992,000 | |
National Financial Services LLC | 15,208,000 | |
Wells Fargo Securities, LLC | 264,706,000 |
■ | The subject of the vote and whether, based on our knowledge and experience, we believe the topic is potentially material to the corporate governance and/or long-term performance of the company; |
■ | The Vanguard funds' individual and/or aggregate equity investment in a company, and whether we estimate that voting Vanguard funds' shares would affect the shareholder meeting outcome; and |
■ | The long-term impact to our fund shareholders, evaluating whether we believe the benefits of voting a company's shares would outweigh the benefits of stock lending revenues in a particular instance. |