SEC Company Response from VANGUARD INDEX FUNDS (CIK 0000036405) — Apr 22, 2005
VANGUARD INDEX FUNDS (CIK 0000036405)
Date: April 22, 2005 · CIK: 0000036405 · Accession: 0000932471-05-000734
AI Filing Summary & Sentiment
Letter
[SHIP] [VANGUARD LOGO] April 22, 2005 Christian Sandoe, Esq. Division of Investment Management U.S. Securities and Exchange Commission VIA E-MAIL 450 Fifth Street, N.W., Fifth Floor Washington, D.C. 20549
RE: VANGUARD INDEX FUNDS (THE "TRUST"); FILE NO. 2-56846
Dear Mr. Sandoe:
Thank you for your comments of April 14, 2005 regarding the Trust's 95th Post-Effective Amendment to the Registration Statement that was filed on February 28, 2005 pursuant to Rule 485(a). The following are our responses to each of your comments. Each prospectus page reference is to the Investor Shares and Admiral Shares version of the Vanguard U.S. Stock Index Funds' prospectus.
COMMENT 1: ADDITION OF MID-CAP RISK TO VANGUARD TOTAL STOCK MARKET INDEX FUND (PAGE 2)
Comment: If the Vanguard Total Stock Market Index Fund (the "Stock Fund") invests in mid-cap stocks, move mid-cap risk disclosure to the Primary Risks section of the prospectus.
Response: Item 2 of Form N-1A requires a summary of "the principal risks of investing in the Fund, including the risks to which the Fund's portfolio as a whole is subject" (emphasis added). This requires disclosure of the risks of a fund's overall portfolio, not every risk associated with each type of security held by the fund. The Commission's approach to risk disclosure is succinctly summarized in the 1998 release adopting sweeping revisions to Form N-1A (Investment Company Act Release No. 23064 (March 13, 1998). Part II.A.3.b of the release states "disclosure about the risks associated with each type of security in which the fund may invest does not effectively communicate to [investors] the overall risks of investing in the fund. In the Commission's view, disclosing the risks of each possible portfolio investment, rather than the overall risks of investing in a fund, does not help investors evaluate a particular fund or compare the risks of the fund with those of other funds."
<PAGE>
Mr. Christian Sandoe Aprill 22, 2005 Page 2 of 3
Applying the Commission's position to the Stock Fund, we conclude that disclosing mid-cap risk in Item 2 would not effectively communicate the overall risks of investing in the Stock Fund. The risk of investing in funds focused on mid- or small-cap stocks is that their returns can be more volatile than the returns of funds investing in large-cap stocks. This risk, however, is not significant for the Stock Fund for two primary reasons. First, large-capitalization stocks constitute the preponderance of the Stock Fund's assets. Second, the Stock Fund's limited exposure to mid-and small-cap stocks is spread across the whole universe of domestic stocks. The result of this diversification is to limit sector-specific and stock-specific risk, including mid-cap risk.
The modest, and broad, exposure to mid- and small-cap stocks actually served to reduce the volatility of returns. For the 36-month period ended March 31, 2005, the Stock Fund had a beta of 1.00 versus the Dow Jones Wilshire 5000 Composite Index (i.e., matched the volatility exactly). Relative to the S&P 500 Index, the Stock Fund's beta was 0.98% (i.e., slightly less volatile than the large-cap-only S&P 500 Index).
Highlighting the potential volatility of a relatively small portion of the Stock Fund's holdings in the Primary Risks section of the prospectus would be inappropriate, potentially misleading, and contrary to the intent of the Commission.
COMMENT 2: INVESTMENT ADVISOR CLARIFICATION (PAGE 34)
Comment: In the Investment Advisor section of the prospectus, better clarify that George Sauter oversees, rather than does the day-to-day management, of the Funds within the Trust.
Response: We believe that the disclosure is clear as written. The paragraph describing Mr. Sauter states that he is responsible for the "oversight of approximately $530 billion managed by Vanguard's Quantitative Equity and Fixed Income Groups." Furthermore, the introduction to the "Plain Talk About The Funds' Portfolio Managers" clearly states that the individuals listed in the highlighted "Plain Talk" box are "primarily responsible for the day-to-day management of the Funds' portfolios." In light of our clear statements about the roles of each individual, we do not believe that it is necessary to state that Mr. Sauter does not have day-to-day management responsibilities for the Funds.
COMMENT 3: REVISE BOARD REVIEW OF ADVISORY CONTRACTS (PAGE B-29 IN THE STATEMENT OF ADDITIONAL INFORMATION ("SAI")
Comment: Add disclosure to the SAI that relates the factors considered by each Fund's board in reviewing investment advisory agreements to the particulars of each Fund, pursuant to Item 12(b)(10) of Form N-1A.
<PAGE> Mr. Christian Sandoe April 22, 2005 Page 3 of 3
Response: Item 12(b)(10) requires funds to "discuss in reasonable detail the material factors and the conclusions with respect thereto that formed the basis for the board of directors approving the existing investment advisory contract." We have revised our existing disclosure regarding board approval of investment advisory agreements.
We propose to revise the relevant SAI disclosure as indicated in Appendix A to this letter. Please note that the proposed disclosure in Appendix A is subject to editorial revision and completion.
COMMENT 4: TANDY REQUIREMENTS
Comment: The SEC is now requiring all registrants to provide at the end of response letters to registration statement comments, the following statements:
o Each Fund is responsible for the adequacy and accuracy of the disclosure in the filing.
o Staff comments or changes in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing.
o Each Fund may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Response: As required by the SEC, we will provide the foregoing acknowledgements.
* * * * *
As required by the SEC, the Funds acknowledge that:
o The Funds are responsible for the adequacy and accuracy of the disclosure in the filing.
o Staff comments or changes in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing.
o The Funds may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please call me at (610) 669-5284 if you have any further questions.
Sincerely,
Lisa L. B. Matson
Associate Counsel
The Vanguard Group, Inc.
Show Raw Text
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<TEXT>
[SHIP] [VANGUARD LOGO]
April 22, 2005
Christian Sandoe, Esq.
Division of Investment Management
U.S. Securities and Exchange Commission VIA E-MAIL
450 Fifth Street, N.W., Fifth Floor
Washington, D.C. 20549
RE: VANGUARD INDEX FUNDS (THE "TRUST"); FILE NO. 2-56846
Dear Mr. Sandoe:
Thank you for your comments of April 14, 2005 regarding the Trust's 95th
Post-Effective Amendment to the Registration Statement that was filed on
February 28, 2005 pursuant to Rule 485(a). The following are our responses to
each of your comments. Each prospectus page reference is to the Investor Shares
and Admiral Shares version of the Vanguard U.S. Stock Index Funds' prospectus.
COMMENT 1: ADDITION OF MID-CAP RISK TO VANGUARD TOTAL STOCK MARKET INDEX
FUND (PAGE 2)
Comment: If the Vanguard Total Stock Market Index Fund (the "Stock Fund")
invests in mid-cap stocks, move mid-cap risk disclosure to the
Primary Risks section of the prospectus.
Response: Item 2 of Form N-1A requires a summary of "the principal risks of
investing in the Fund, including the risks to which the Fund's
portfolio as a whole is subject" (emphasis added). This requires
disclosure of the risks of a fund's overall portfolio, not every
risk associated with each type of security held by the fund. The
Commission's approach to risk disclosure is succinctly summarized
in the 1998 release adopting sweeping revisions to Form N-1A
(Investment Company Act Release No. 23064 (March 13, 1998). Part
II.A.3.b of the release states "disclosure about the risks
associated with each type of security in which the fund may
invest does not effectively communicate to [investors] the
overall risks of investing in the fund. In the Commission's view,
disclosing the risks of each possible portfolio investment,
rather than the overall risks of investing in a fund, does not
help investors evaluate a particular fund or compare the risks of
the fund with those of other funds."
<PAGE>
Mr. Christian Sandoe
Aprill 22, 2005
Page 2 of 3
Applying the Commission's position to the Stock Fund, we conclude
that disclosing mid-cap risk in Item 2 would not effectively
communicate the overall risks of investing in the Stock Fund. The
risk of investing in funds focused on mid- or small-cap stocks is
that their returns can be more volatile than the returns of funds
investing in large-cap stocks. This risk, however, is not
significant for the Stock Fund for two primary reasons. First,
large-capitalization stocks constitute the preponderance of the
Stock Fund's assets. Second, the Stock Fund's limited exposure to
mid-and small-cap stocks is spread across the whole universe of
domestic stocks. The result of this diversification is to limit
sector-specific and stock-specific risk, including mid-cap risk.
The modest, and broad, exposure to mid- and small-cap stocks
actually served to reduce the volatility of returns. For the
36-month period ended March 31, 2005, the Stock Fund had a beta
of 1.00 versus the Dow Jones Wilshire 5000 Composite Index (i.e.,
matched the volatility exactly). Relative to the S&P 500 Index,
the Stock Fund's beta was 0.98% (i.e., slightly less volatile
than the large-cap-only S&P 500 Index).
Highlighting the potential volatility of a relatively small
portion of the Stock Fund's holdings in the Primary Risks section
of the prospectus would be inappropriate, potentially misleading,
and contrary to the intent of the Commission.
COMMENT 2: INVESTMENT ADVISOR CLARIFICATION (PAGE 34)
Comment: In the Investment Advisor section of the prospectus, better
clarify that George Sauter oversees, rather than does the
day-to-day management, of the Funds within the Trust.
Response: We believe that the disclosure is clear as written. The paragraph
describing Mr. Sauter states that he is responsible for the
"oversight of approximately $530 billion managed by Vanguard's
Quantitative Equity and Fixed Income Groups." Furthermore, the
introduction to the "Plain Talk About The Funds' Portfolio
Managers" clearly states that the individuals listed in the
highlighted "Plain Talk" box are "primarily responsible for the
day-to-day management of the Funds' portfolios." In light of our
clear statements about the roles of each individual, we do not
believe that it is necessary to state that Mr. Sauter does not
have day-to-day management responsibilities for the Funds.
COMMENT 3: REVISE BOARD REVIEW OF ADVISORY CONTRACTS
(PAGE B-29 IN THE STATEMENT OF ADDITIONAL INFORMATION ("SAI")
Comment: Add disclosure to the SAI that relates the factors considered by
each Fund's board in reviewing investment advisory agreements to
the particulars of each Fund, pursuant to Item 12(b)(10) of Form
N-1A.
<PAGE>
Mr. Christian Sandoe
April 22, 2005
Page 3 of 3
Response: Item 12(b)(10) requires funds to "discuss in reasonable detail
the material factors and the conclusions with respect thereto
that formed the basis for the board of directors approving the
existing investment advisory contract." We have revised our
existing disclosure regarding board approval of investment
advisory agreements.
We propose to revise the relevant SAI disclosure as indicated in
Appendix A to this letter. Please note that the proposed
disclosure in Appendix A is subject to editorial revision and
completion.
COMMENT 4: TANDY REQUIREMENTS
Comment: The SEC is now requiring all registrants to provide at the end of
response letters to registration statement comments, the
following statements:
o Each Fund is responsible for the adequacy and accuracy of the disclosure in
the filing.
o Staff comments or changes in response to staff comments in
the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the
filing.
o Each Fund may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under
the federal securities laws of the United States.
Response: As required by the SEC, we will provide the foregoing
acknowledgements.
* * * * *
As required by the SEC, the Funds acknowledge that:
o The Funds are responsible for the adequacy and accuracy of
the disclosure in the filing.
o Staff comments or changes in response to staff comments in
the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the
filing.
o The Funds may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under
the federal securities laws of the United States.
Please call me at (610) 669-5284 if you have any further questions.
Sincerely,
Lisa L. B. Matson
Associate Counsel
The Vanguard Group, Inc.
Enclosure
<PAGE>
APPENDIX A
BOARD REVIEW OF INVESTMENT ADVISORY ARRANGEMENTS
Each Fund's board of trustees oversees the Fund's management and performance on
a regular basis. In addition, the board considers annually whether each Fund and
its shareholders continue to benefit from the internalized management structure
whereby the Fund receives investment management services at cost from Vanguard's
Quantitative Equity Group. Vanguard provides the board with monthly, quarterly,
and annual analyses of the Quantitative Equity Group's performance. In addition,
Vanguard provides the board with quarterly self-evaluations and certain other
information the board deems important to evaluate the short- and long-term
performance of each Fund's internalized management. Each Fund's portfolio
managers meet with the board periodically to discuss the management and
performance of the Fund.
When considering whether to continue the internalized management structure
of each Fund, the board examines several factors, but does not identify any
particular factor as controlling their decision. The board also reviews the
investment performance of each Fund compared with a peer group of funds and an
appropriate index.
After reviewing and considering various factors as they relate to the
Funds, the board determines whether it would be in the best interests of the
respective fund shareholders to continue the internalized management
arrangement.
In its most recent review of each Fund's advisory arrangement, the board
identified no single factor that controlled the decision. The primary factors
underlying the board's determination to renew each Fund's advisory arrangements
were as follows:
VANGUARD TOTAL STOCK MARKET INDEX FUND
The board considered the following factors when determining whether Vanguard
should continue providing internalized investment management services at cost to
the Fund:
- The nature, extent, and quality of the services provided.
- The investment performance of the Fund's assets managed by Vanguard.
- The fair market value of the services provided.
- A comparative analysis of expense ratios of, and advisory fees paid by,
similar funds.
- Vanguard's control of the operating expenses of the Fund.
The specific Fund performance and advisory fee information considered by
the board included the following:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
AVERAGE ANNUAL RETURN (BEFORE TAXES)
------------------------------------
ADVISORY FEES
EXPRESSED AS AN
5 YEARS 10 YEARS ANNUAL EFFECTIVE
1 YEAR ENDED ENDED ENDED RATE OF THE FUNDS'
12/31/2004 12/31/2004 12/31/2004 EXPENSE RATIO AVERAGE NET ASSET
---------- ---------- ---------- ------------- -----------------
INDEX FUND INVESTOR SHARES* 12.52% -1.44% 11.81% 0.19% Less than 0.01%
Average Multi-Cap Core Fund** 11.05 -0.48 10.91 1.36 0.56
Dow Jones Wilshire 5000 Index 12.62 -1.42 11.92 N/A N/A
* Information about the Fund's other share classes may be found elsewhere in
this Statement of Additional Information.
** Derived from data provided by Lipper Inc.
</TABLE>
- The board considered the Fund's short- and long-term investment
performance, which is disclosed in the table above. The board concluded
that the Fund outperformed or performed near the average multi-cap core
fund and its benchmark index over the short- and long-term.
- The board concluded that, in the aggregate, the nature, extent, and quality
of services provided by Vanguard to the Fund are appropriate and should
continue.
- The board assessed the advisory expenses incurred by the Fund and
considered the fair market value of the services provided in light of the
expenses incurred. The board concluded that the expenses incurred were
significantly less than the average advisory fee paid by others in the
Fund's Lipper peer group.
- Based upon its most recent evaluation of the investment staff, the
portfolio management process, the investment performance, and the at-cost,
internalized management arrangements, the board of the Fund determined that
it would be in the best interests of the Fund's shareholders to continue
its internalized management arrangement.
B-30
<PAGE>
- Finally, the board considered whether the Fund should obtain alternative
portfolio management services and concluded that, under all the
circumstances and based on its informed business judgment, the most
appropriate course of action in the best interests of the Fund's
shareholders was to continue the investment management arrangement with
Vanguard.
VANGUARD 500 INDEX FUND
The board considered the following factors when determining whether Vanguard
should continue providing internalized investment management services at cost to
the Fund:
- The nature, extent, and quality of the services provided.
- The investment performance of the Fund's assets managed by Vanguard.
- The fair market value of the services provided.
- A comparative analysis of expense ratios of, and advisory fees paid by,
similar funds.
- Vanguard's control of the operating expenses of the Fund.
The specific Fund performance and advisory fee information considered by
the board included the following:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
AVERAGE ANNUAL RETURN (BEFORE TAXES)
------------------------------------
ADVISORY FEES
EXPRESSED AS AN
5 YEARS 10 YEARS ANNUAL EFFECTIVE
1 YEAR ENDED ENDED ENDED RATE OF THE FUNDS'
12/31/2004