[Federal Register Volume 60, Number 189 (Friday, September 29, 1995)]
[Notices]
[Pages 50656-50660]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-24183]



-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21372; 812-9540]


Vanguard STAR Fund, el al.; Notice of Application

September 22, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for an order under the Investment Company 
Act of 1940 (the ``Act'').

-----------------------------------------------------------------------

APPLICANTS: Vanguard STAR Fund (``STAR''); The Vanguard Group, Inc. 
(``TVGI''); and Vanguard Balanced Index Fund, Inc., Vanguard Index 
Trust, Vanguard International Equity Index Fund, Inc., Vanguard Bond 
Index Fund, Inc., Vanguard Institutional Portfolios, Inc., Vanguard 
California Tax-Free Fund, Vanguard New York Insured Tax-Free Fund, 
Vanguard Pennsylvania Tax-Free Fund, Vanguard Fixed Income Securities 
Fund, Inc., Vanguard Preferred Stock Fund, Vanguard Asset Allocation 
Fund, Inc., Vanguard/Trustees' Equity Fund, Vanguard/Windsor Funds, 
Inc., Vanguard Tax-Managed Fund, Inc., Vanguard Florida Insured Tax-
Free Fund, Inc., Vanguard/Primecap Fund, Inc., Vanguard/Morgan Growth 
Fund, Inc., Vanguard Variable Insurance Fund, Vanguard Money Market 
Reserves, Inc., Vanguard Municipal Bond Fund, Inc., Vanguard New Jersey 
Tax-Free Fund, Vanguard 

[[Page 50657]]
Ohio Tax-Free Fund, Vanguard/Wellesley Income Fund, Inc., Vanguard 
Convertible Securities Fund, Inc., Vanguard/Wellington Fund, Inc., 
Vanguard Equity Income Fund, Inc., Vanguard Quantitative Portfolios, 
Inc., Gemini II, Inc., Vanguard World Fund, Inc., Vanguard Explorer 
Fund, Inc., Vanguard Specialized Portfolios, Inc., Vanguard Admiral 
Funds, Inc., and any future registered management investment company, 
or portfolio thereof, in which STAR invests that (a) is part of a group 
of investment companies which holds itself out to investors as related 
companies for purposes of investment and investor services, and (b) 
obtains corporate management, administrative, and distribution services 
from TVGI (together, the ``Funds'').

RELEVANT ACT SECTIONS: Order requested under section 6(c) of the Act 
from section 12(d)(1) of the Act, under sections 6(c) and 17(b) of the 
act from section 17(a) of the Act, and pursuant to section 17(d) of the 
Act and rule 17d-1 thereunder.

SUMMARY OF APPLICATION: Applicants request an order that would 
supersede a prior order. The prior order permits STAR to operate as a 
``fund of funds,'' subject to the limitation that STAR may not acquire 
more than 10% of the outstanding voting shares of any acquired fund. 
The requested order would permit STAR to acquire up to 100% of the 
voting shares of any acquired fund. The requested order would also 
permit the boards of trustees/directors of the funds constituting the 
Vanguard Group of Investment Companies, as defined below, to modify the 
Funds' service agreement to provide that STAR may become a member of 
The Vanguard Group of Investment Companies without bearing duplicative 
capital contribution or expense allocation costs.

FILING DATES: The application was filed on March 17, 1995, and was 
amended on August 17, 1995.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SBC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicants with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on October 17, 
1995, and should be accompanied by proof of service on applicants, in 
the form of an affidavit, or, for lawyers, a certificate of service. 
Hearing requests should state the nature of the writer's interest, the 
reason for the request, and the issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicants, c/o The Vanguard Group, Inc., P.O. Box 2600, Valley 
Forge, Pennsylvania 19482.

FOR FURTHER INFORMATION CONTACT: Sarah A. Wagman, Staff Attorney, at 
(202) 942-0654, or C. David Messman, Branch Chief, at (202) 942-0564 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee from 
the SEC's Public Reference Branch.

Applicants' Representations

    1. The Funds are thirty-two registered management investment 
companies that currently offer shares in 86 portfolios (the 
``Portfolios''). The Funds organized and operate TVGI, pursuant to the 
terms of a Second Amended and Restated Funds' Service Agreement dated 
May 15, 1993 (the ``Funds' Service Agreement'') in order to provide the 
Funds with services on an ``internalized,'' at-cost, no-load basis.\1\ 
Each Fund is organized as a business trust under Pennsylvania law, or 
as a Maryland corporation. Each Fund has a board of directors/trustees 
(the ``Board of Directors'') that consists of the same ten persons, 
eight of whom are not ``interested persons'' under section 2(a)(19) of 
the Act. Nine of the directors compose the board of directors of TVGI. 
The Funds that are party to the Funds' Service Agreement constitute The 
Vanguard Group of Investment Companies (``The Vanguard Group'').

    \1\ The Funds operate TVGI pursuant to a number of prior 
exemptive orders. The Vanguard Group, Inc., Investment Company Act 
Release Nos. 19011 (Oct. 9, 1992) (notice) and 19184 (Dec. 29, 1992) 
(order); Wellington Fund, Inc., Investment Company Act Release Nos. 
15788 (June 9, 1987) (notice) and 15846 (July 2, 1987) (order); 
Wellington Fund, Inc., Investment Company Act Release Nos. 13566 
(Oct. 5, 1983) (notice) and 13613 (Nov. 3, 1983) (order); The 
Vanguard Group, Inc., Investment Company Act Release Nos. 11718 
(Apr. 6, 1981) (notice) and 11761 (May 4, 1981) (order); The 
Vanguard Group, Inc., Investment Company Act Release Nos. 9850 (July 
15, 1977) (notice), and 9927 (Sept. 13, 1977) (temporary order) and 
11645 (Feb. 25, 1981) (order); Wellington Fund, Inc., Investment 
Company Act Release Nos. 8644 (Jan. 17, 1975) and 8676 (Feb. 18, 
1975) (order).
---------------------------------------------------------------------------

    2. TVGI, a registered investment adviser under the Investment 
Advisers Act of 1940, is a wholly and jointly owned and capitalized 
subsidiary of the Funds. TVGI provides to the Funds on an at-cost basis 
almost all of their necessary corporate management, administrative, and 
shareholder accounting services, distribution services, and, for 
certain Portfolios, advisory services. TVGI also provides specified 
services to STAR and the Vanguard Institutional Index Fund, funds that 
do not contribute to the capitol of TVGI.
    3. STAR is a no-load, open-end, registered management investment 
company which operates as a ``fund of funds,'' investing in shares of 
certain specified Vanguard Portfolios rather than investing directly in 
portfolio securities. STAR operates under the terms of a prior order 
(the ``STAR Order'').\2\ STAR commenced operations on March 29, 1985 
and began offering shares of one portfolio, now the ``STAR Portfolio.'' 
Since July 17, 1994, STAR has offered shares of four additional 
portfolios (the Income Portfolio, the Conservative Growth Portfolio, 
the Moderate Growth Portfolio, and the Growth Portfolio) designated the 
``LIFEStrategy Portfolios'' (each portfolio of STAR is hereinafter 
referred to as a ``STAR Fund Portfolio''). Applicants request that the 
relief sought herein apply to any future ``fund of funds,'' whether 
organized as an investment company or as a portfolio thereof, which 
operates in all material respects in accordance with the 
representations contained in the application, complies with the 
conditions to the requested order, and is a Vanguard Fund or is 
operated by TVGI (a ``Vanguard Fund of Funds'').

    \2\ Vanguard Special Tax-Advantaged Retirement Fund, Inc., 
Investment Company Act Release Nos. 14153 (Sept. 12, 1984) (notice) 
and 14361 (Feb. 7, 1985) (order).
---------------------------------------------------------------------------

    4. In the STAR Order, the Commission granted STAR an exemption 
under section 6(c) from section 12(d)(1), and pursuant to section 17(d) 
and rule 17d-1, to permit STAR to operate as a ``fund of funds,'' 
subject to the condition, among others, that STAR may not acquire more 
than 10% of the outstanding voting shares of any acquired Fund.\3\ 
Applicants request that this limitation be eliminated, so that STAR may 
acquire up to 100% of the voting shares of any Fund.

    \3\ STAR was also subject to conditions requiring that it vote 
its shares in any acquired Fund in proportion to the vote of all the 
other shareholders in that Fund, and that it allocate its assets to 
any acquired fund within a 25% range.
---------------------------------------------------------------------------

    5. Initially, the STAR Portfolio invested its assets in shares of 
four specified Vanguard Portfolios (two equity funds, one fixed income 
fund, and one money market fund). Currently, the STAR Portfolio invests 
60-70% of its net assets in six Portfolios that invest primarily in 
equity securities, and 30-

[[Page 50658]]
40% of its net assets in three Portfolios (including a money market 
portfolio) that invest primarily in fixed income securities. Since its 
inception, the STAR Portfolio has maintained fixed allocation targets 
for its investments in equity, fixed income, and money market 
Portfolios.
    6. The LIFEStrategy Portfoilos' different asset allocations provide 
investors with four distinct options that meet a wide array of investor 
needs. Currently, each LIFEStrategy Portfolio invests its assets in a 
``fixed mix'' of shares of Vanguard Portfolios to provide its investors 
with a targeted asset allocation. Each LIFEStrategy Portfolio currently 
invests 30% of its net assets in the Vanguard Asset Allocation Fund 
(the ``Asset Allocation Fund'') which allocates its assets among an 
equity portfolio, a band portfolio, and money market instruments.
    7. As of December 31, 1994, the Asset Allocation Fund had assets of 
$1.1 billion and the LIFEStrategy Portfolios had invested $37.6 million 
in the Asset Allocation Fund. Because of the 10% limitation imposed by 
the STAR Order upon investments by STAR in any Vanguard Fund, at 
December 31, 1994 the maximum amount which STAR could invest in the 
Asset Allocation Fund was $110 million. As a result of the 10% 
limitation, when the LIFEStrategy Portfolios reach assets of 
approximately $400 million (at March 1, 1995 assets were $215 million), 
applicants state that the only solutions will be for the LIFEStrategy 
Portfolios to begin investing directly in securities at an additional 
cost estimated to be $100,000 per LIFEStrategy Portfolio,\4\ or to 
cease offering shares because Vanguard has no comparable and suitable 
alternative Portfolio in which the LIFEStrategy Portfolios may invest.

    \4\The additional cost would be cause because each LIFEStrategy 
Portfolio would own shares of a number of issuers rather than shares 
of a single fund, and would incur additional custody fees; 
investment portfolio, tax accounting, and administrative expenses; 
audit fees; and printing and postage costs.
---------------------------------------------------------------------------

    8. STAR has entered into a special servicing agreement (the ``STAR 
Servicing Agreement'') with TVGI, under which TVGI provides all 
management, administrative, and distribution services to STAR and acts 
as STAR's dividend disbursing, shareholder servicing, and transfer 
agent. To avoid imposing a duplicate capital contribution on STAR's 
shareholders, STAR is not a party to the general Funds' Service 
Agreement and, therefore, is not a member of The Vanguard Group.
    9. Under the STAR Servicing Agreement, the STAR Fund Portfolios are 
obligated to pay for services rendered by outside parties, including 
auditors, STAR's custodian, and outside legal counsel. The STAR 
Servicing Agreement provides, however, that each STAR Fund Portfolio's 
expenses will be offset, in whole or in part, by a ``credit'' from TVGI 
for: (a) That STAR Fund Portfolio's contributions to the cost of 
operating the underlying Vanguard Portfolios in which it invests, and 
(b) certain savings in transfer agency, administrative, and marketing 
costs that TVGI derives from the operation of the STAR Fund Portfolios. 
These reimbursements by TVGI have been, and should continue to be, 
sufficient to offset all of the STAR Fund Portfolios' expenses.
    10. Under current provisions of the Funds' Service Agreement, STAR 
cannot become a member of the Vanguard Group without making a capital 
investment in TVGI, and being allocated a portion of TVGI's corporate 
management and distribution expenses, even though STAR shareholders 
already bear a portion of these expenses through the fees they pay with 
respect to the Portfolios. The Boards of Directors of the Funds propose 
to amend the Funds' Service Agreement to permit a Vanguard Fund of 
Funds, such as STAR, whether structured as a separate investment 
company or as a portfolio of a Vanguard Fund, to become a member of The 
Vanguard Group. Applicants believe that, although the STAR Service 
Agreement has worked well in practice, the same result can be achieved 
by amending the Funds' Service Agreement to permit a Vanguard Fund of 
Funds to become a member of The Vanguard Group without a requirement 
that such fund of funds bear the TVGI capital contribution and expense 
allocation assessments borne by the other Vanguard Funds.
    11. The amendment to the Funds' Service Agreement would provide, in 
substance, that: (a) The obligation of a Vanguard Fund of Funds to make 
capital contributions to TVGI would be reduced or eliminated to the 
extent that its assets consist of shares of Vanguard Portfolios that 
are already contributing to the capital of TVGI; (b) a Vanguard Fund of 
Funds would not be allocated any portion of the corporate management 
and administrative expenses, or the distribution expenses, that are 
allocated under the Funds' Service Agreement; and (c) a Vanguard Fund 
of Funds would be obligated to pay for services rendered by outside 
parties and certain other direct Vanguard Fund of Funds expenses 
customarily borne by each Fund pursuant to the Funds' Service 
Agreement, subject to the partial or complete elimination of these 
charges by the savings which would accrue to the benefit of the 
Vanguard Portfolios.

Applicants' Legal Analysis

A. Section 12(d)(1)

    1. Section 12(d)(1)(A) provides that no registered investment 
company may acquire securities of another investment company if such 
securities represent more than 3% of the acquired company's outstanding 
voting stock, more than 5% of the acquiring company's total assets, or 
if such securities, together with the securities of any other acquired 
investment companies, represent more than 10% of the acquiring 
company's total assets. Section 12(d)(1)(B) provides that no registered 
open-end investment company may sell its securities to another 
investment company if the sale will cause the acquiring company to own 
more than 3% of the acquired company's voting stock, or if the sale 
will cause more than 10% of the acquired company's voting stock to be 
owned by investment companies.
    2. Section 6(c) provides that the SEC may exempt persons or 
transactions if, and to the extent that, such exemption is necessary or 
appropriate in the public interest and consistent with the protection 
of investors and the purposes fairly intended by the policy and 
provisions of the Act. Applicants request an order under section 6(c) 
exempting them from section 12(d)(1) to permit STAR, and any future 
Vanguard Fund of Funds, to invest in the Vanguard Portfolios in excess 
of the percentage limitations of section 12(d)(1). The STAR Order 
permitted STAR to acquire up to 10% of any acquired Vanguard Fund's 
outstanding voting stock. The requested order would eliminate this 10% 
limitation.
    3. STAR was created to provide investors with an investment service 
through which they could diversify and maintain investment holdings 
balanced among asset types or classes of assets selected to meet long-
term retirement and savings objectives. Currently, more than 287,000 
investors have entrusted more than $3.7 billion to STAR. Absent an 
investment service such as STAR, an ``asset allocation'' approach to 
investing requires that an investor establish accounts in two or more 
portfolios, and, at least periodically, take the steps to ``rebalance'' 
his or her account so that the ratio selected is maintained. If 
Vanguard were not able to offer STAR as an investment alternative, it 
would 

[[Page 50659]]
have to create and operate a variety of asset allocation funds at 
substantial additional expense, notwithstanding the fact that suitable 
Portfolios otherwise exist.
    4. Section 12(d)(1) was intended to mitigate or eliminate actual or 
potential abuses which might arise when one investment company acquires 
shares of another investment company. These abuses include the 
acquiring fund imposing undue influence over the management of the 
acquired funds through the threat of large-scale redemptions, the 
acquisition by the acquiring company of voting control of the acquired 
company, the layering of sales charges, advisory fees, and 
administrative costs, and the creation of a complex pyramidal structure 
which may be confusing to investors.
    5. Applicants believe that none of these potential or actual abuses 
are present in the structure of STAR. STAR does not exercise any 
influence over the management of the acquired Portfolios by the threat 
of redemptions. STAR does not hold out to investors that STAR is 
seeking to exercise investment judgment to time the market or to pick 
the ``better'' or ``best'' performing funds. Instead, STAR enables 
Vanguard to offer an asset allocation service to investors on a cost-
effective basis. STAR currently, as a matter of fundamental policy, 
invests its assets solely in specified Portfolios within defined 
ranges.\5\ Redemptions from the acquired Portfolios will result solely 
in the ordinary course of business as a result of STAR's receipt of net 
redemption requests from its shareholders. The acquired Portfolios, as 
a matter of policy and practice, are at all times at least 85% invested 
in liquid, publicly traded securities. Thus, they would have no reason 
to hold a higher than normal cash position to protect their other 
shareholders against potential redemptions by STAR. As well, the actual 
results of ten years of the STAR Portfolio's investments in the 
acquired Portfolios demonstrates that STAR's investments tend to reduce 
the redemption rates of the acquired Portfolios.\6\

    \5\ If the requested order is granted, STAR may seek shareholder 
approval to eliminate this limitation as a matter of fundamental 
policy. STAR would continue to disclose in its prospectus and other 
documents the Vanguard Funds in which it intends to invest.
    \6\ For each of the 10 years in which the STAR Portfolio has 
operated, the STAR Portfolio's redemption rates, with one exception, 
have been somewhat or substantially below the redemption rates of 
the Portfolios. In 1994, for example, the STAR Portfolio experienced 
a redemption rate of 7%, while the average redemption rate for the 
acquired Vanguard Portfolios was 19.7%.
---------------------------------------------------------------------------

    6. The structure of STAR contains no layering of sales charges, 
advisory fees, or administrative costs. Neither STAR nor the Portfolios 
imposes any sales charges or fees pursuant to rule 12b-1. Although STAR 
may pay advisory fees at the level of the Vanguard Portfolios, it does 
not intend to pay an advisory fee at the STAR level for advisory 
services related to investments in any Vanguard Portfolios. Similarly, 
virtually all administrative fees are imposed at the Portfolio level, 
and shareholders of STAR will hear a portion of the fees only in 
proportion to their holdings of the Portfolios.
    7. STAR does not have a complex structure that would make it 
difficult for a shareholder to determine the true value of his or her 
interest in the Portfolios. Indeed, the 10% limitation contained in the 
STAR Order operates to increase the complexity of the STAR Portfolio by 
requiring it to acquire shares of additional Portfolios which would not 
otherwise acquire, and of the LIFEStrategy Portfolios if they must 
invest directly in securities once they have reached the 10% limit with 
respect to the Vanguard Asset Allocation Fund.
    8. In addition to not containing the actual and potential abuses 
which led to the enactment of section 12(d)(1), applicants believe that 
the structure of STAR provides a number of benefits to STAR and its 
shareholders, including: (a) An increase in the variety of investment 
options available to shareholders; (b) a simpler method for an investor 
to allocate his or her assets on a continuous basis without, at a 
minimum, the inconvenience of initiating the steps periodically to 
``rebalance'' his or her portfolio; (c) a modest reduction in the 
investor's account maintenance costs, because an investor will not need 
to maintain two or more accounts to attain a desired allocation; and 
(d) the lower expense ratios and increased diversification which result 
from a new STAR Fund Portfolio's ability to take advantage of the 
existing asset base created by the acquired Funds.
    9. The acquired Vanguard Portfolios benefit from the existence of 
STAR in four major respects: (a) The likely addition of assets from 
STAR will further reduce the expense ratios of the Portfolios; (b) to 
the extent many shareholders of STAR would otherwise open accounts with 
each of the Portfolios, the number of accounts maintained by the 
Portfolios in the aggregate, and the resulting transfer agency fees, 
will be reduced; (c) the costs of printing and mailing prospectuses, 
sales material, and periodic reports will be reduced because The 
Vanguard Group can combine information concerning two or more funds in 
a single document; and (d) the Portfolios' redemption rates are likely 
to be lower due to the long-term nature of STAR's assets. As well, all 
of the Vanguard Funds are likely to benefit from the existence of STAR 
since increased distribution and the resulting addition of assets to 
The Vanguard Group produces cost savings and other benefits for all 
Funds even if they are not the acquired Funds.

B. Section 17(a)

    1. Section 17(a) makes it unlawful for an affiliated person of a 
registered investment company to sell securities to, or purchase 
securities from, the company. STAR and the acquired Vanguard Funds may 
be considered affiliated persons because they share common officers 
and/or directors/trustees. An acquired Fund's issuance of its shares to 
STAR may be considered a sale prohibited by section 17(a).
    2. Section 17(b) provides that the SEC shall exempt a proposed 
transaction from section 17(a) if evidence establishes that: (a) The 
terms of the proposed transaction are reasonable and fair and do not 
involve overreaching; (b) the proposed transaction is consistent with 
the policies of the registered investment company involved; and (c) the 
proposed transaction is consistent with the general provisions of the 
Act. Applicants request an exemption under sections 6(c) and 17(b) to 
permit the Portfolios to sell their shares to STAR.
    3. Applicants believe that the proposed transactions meet the 
standards of sections 6(c) and 17(b). All purchases and redemptions of 
shares of a Vanguard Portfolio will be effected at current net asset 
value. STAR's purchase and sale of shares of the Vanguard Portfolios is 
consistent with STAR's policy, as set forth in its registration 
statement. Applicants also believe that the proposed transactions are 
consistent with the general purposes of the Act.

C. Section 17(d) and Rule 17d-1

    1. Section 17(d) prohibits an affiliated person of the registered 
investment company, or an affiliated person of such person, acting as 
principal, from effecting any transaction in which such investment 
company is a joint, or joint and several, participant with such person 
in contravention of SEC rules and regulations. Rule 17d-1 provides that 
an affiliated person of a registered investment company or an 
affiliated person of such person, acting as principal, shall not 
participate in, or effect any transaction in connection 

[[Page 50660]]
with, any joint enterprise or other joint arrangement in which the 
registered investment company is a participant unless the SEC has 
issued an order approving the arrangement. The Vanguard Funds and TVGI 
are engaged in a joint enterprise within the meaning of section 17(d).
    2. Applicants request an exemption under section 17(d) and rule 
17d-1 to permit the Boards of Directors of the Vanguard Funds to modify 
the Funds' Service Agreement. Applicants believe that, for the reasons 
discussed above, the proposed amendments to the Funds' Service 
Agreement are consistent with the standards of rule 17d-1. Requiring 
STAR to make an asset-related capital contribution to TVGI, when the 
assets of STAR will already be bearing a capital assessment indirectly 
at the Portfolio level, would unfairly impose duplicative expenses upon 
the shareholders of STAR, and confer an unjustified benefit on the 
acquired Portfolios, as well as the other Vanguard Funds, which will be 
deriving other benefits from STAR's participation in TVGI.

Applicants' Conditions

    Applicants agree that the order granting the requested relief shall 
be subject to the following conditions:
    1. STAR and each acquired Vanguard Fund will be part of a group of 
investment companies which holds itself out to investors as related 
companies for purposes of investment and investor services, and which 
obtains corporate management, administrative, and distribution services 
from TVGI.
    2. No acquired Vanguard fund shall acquire securities of any other 
investment company in excess of the limits contained in section 
12(d)(1)(A) of the Act.
    3. A majority of the directors of STAR will not be ``interested 
persons,'' as defined in a section 2(a)(19) of the Act.
    4. Before approving any advisory contract under section 15 of the 
Act, the Board of Directors of STAR, including a majority of the 
directors who are not ``interested persons,'' as defined in section 
2(a)(19), shall find that advisory fees charged under such contract are 
based on services provided that are in addition to, rather than 
duplicative of, services provide pursuant to any acquired vanguard 
fund's advisory contract. Such finding, and the basis upon which the 
finding was made, will be recorded fully in the minute books of STAR.
    5. Any sales charges or service fees charged with respect to 
securities of STAR, when aggregated with any sales charges or service 
fees paid by STAR with respect to shares of the acquired Vanguard 
Funds, shall not exceed the limits set forth in Article III section 26, 
of the Rules of Fair Practice of the National Association of Securities 
Dealers, Inc.
    6. The applicants agree to provide the following information, in 
electronic format, to the Chief Financial Analyst of the SEC's Division 
of Investment Management: Monthly average total assets of each STAR 
Fund Portfolio and each of its acquired Vanguard funds; monthly 
purchases and redemptions (other than by exchange) for each STAR Fund 
Portfolio and each of its acquired Vanguard Funds; monthly exchanges 
into and out of each STAR Fund Portfolio and each of its acquired 
Vanguard Funds; month-end allocations of each STAR Fund Portfolio's 
assets among its acquired Funds; annual expense ratios for each STAR 
Fund Portfolio and each of its acquired Vanguard Funds; and a 
description of any vote taken by the shareholders of any acquired 
Vanguard Fund, including a statement of the percentage of votes cast 
for and against the proposal by STAR and by the other shareholders of 
the acquired Vanguards Funds. Such information will be provided as soon 
as reasonably practicable following each fiscal year-end of STAR 
(unless the Chief Financial Analyst shall notify applicants in writing 
that such information need no longer be submitted).

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-24183 Filed 9-28-95; 8:45 am]
BILLING CODE 8010-01-M