September 11, 2020

Via E-Mail

Stephen Bier
Dechert LLP
Three Bryant Park
1095 Avenue of the Americas
New York, NY 10036
stephen.bier@dechert.com

Vanguard Funds (Vanguard U.S. Value Fund, Vanguard Health Care Fund, Vanguard Energy Fund)
Shareholder Proposal of Kani Ilangovan and Mary Lou Rosczyk

Dear Mr. Bier:

In a letter dated July 27, 2020, on behalf of Vanguard U.S. Value Fund, Vanguard Health Care Fund, and Vanguard Energy Fund (the “Vanguard Funds”), you requested confirmation from the staff of the Division of Investment Management (“IM”) that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “Proposal”) submitted by Kani Ilangovan and Mary Lou Rosczyk (the “Proponents”) on October 17, 2018 and November 1, 2018 is excluded from the proxy materials for the Funds’ 2020 Special Meeting (the “Proxy Materials”).

The Proposal provides:

Shareholders request that the Board institute transparent procedures to avoid holding or recommending investments in companies that, in management’s judgment, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights.

There appears to be some basis for your view that the Proposal may be omitted from the Funds’ Proxy Materials pursuant to Rule 14a-8(i)(7) under the Securities Exchange Act of 1934, as relating to the Funds’ ordinary business operations. In our view, the Proposal micromanages the Funds by seeking to impose specific methods for implementing complex policies.

Accordingly, the Division of Investment Management (the “Division”) will not recommend enforcement action to the Commission if the Funds omit the Proposal from the Proxy Materials in reliance on Rule 14a-8(i)(7). In reaching this position, we have not found it necessary to address the alternative basis for omission set forth in your letter.

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. You may contact imshareholderporposals@sec.gov if you have any questions.

Attachment

cc:
Kani Ilangovan
Mary Lou Rosczyk
Eric Cohen