Vanguard Institutional Index Fund Prospectus

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Vanguard Institutional Index FundProspectusApril 28, 2020Institutional Shares & Institutional Plus SharesVanguard Institutional Index Fund Institutional Shares (VINIX)Vanguard Institutional Index Fund Institutional Plus Shares (VIIIX)See the inside front cover for important information about access to yourfund’s annual and semiannual shareholder reports.This prospectus contains financial data for the Fund through the fiscal year ended December 31, 2019.The Securities and Exchange Commission (SEC) has not approved or disapproved thesesecurities or passed upon the adequacy of this prospectus. Any representation to the contrary isa criminal offense.

Important information about access to shareholder reportsBeginning on January 1, 2021, as permitted by regulations adopted by theSEC, paper copies of your fund’s annual and semiannual shareholder reportswill no longer be sent to you by mail, unless you specifically request them.Instead, you will be notified by mail each time a report is posted on thewebsite and will be provided with a link to access the report.If you have already elected to receive shareholder reports electronically, youwill not be affected by this change and do not need to take any action. You mayelect to receive shareholder reports and other communications from the fundelectronically by contacting your financial intermediary (such as a broker-dealeror bank) or, if you invest directly with the fund, by calling Vanguard at one ofthe phone numbers on the back cover of this prospectus or by logging on tovanguard.com.You may elect to receive paper copies of all future shareholder reports free ofcharge. If you invest through a financial intermediary, you can contact theintermediary to request that you continue to receive paper copies. If you investdirectly with the fund, you can call Vanguard at one of the phone numbers onthe back cover of this prospectus or log on to vanguard.com. Your election toreceive paper copies will apply to all the funds you hold through anintermediary or directly with Vanguard.ContentsFund Summary1 Investing With Vanguard21Investing in Index Funds6Purchasing Shares21More on the Fund7Converting Shares24The Fund and Vanguard12Redeeming Shares25Investment Advisor13Exchanging Shares29Dividends, Capital Gains, and Taxes14Frequent-Trading Limitations30Share Price17Other Rules You Should Know3219Fund and Account Updates36Employer-Sponsored Plans37Financial HighlightsContacting Vanguard38Additional Information39Glossary of Investment Terms41

Fund SummaryInvestment ObjectiveThe Fund seeks to track the performance of a benchmark index that measuresthe investment return of large-capitalization stocks.Fees and ExpensesThe following table describes the fees and expenses you may pay if you buy andhold Institutional Shares or Institutional Plus Shares of the Fund.Shareholder Fees(Fees paid directly from your investment)Sales Charge (Load) Imposed on PurchasesPurchase FeeSales Charge (Load) Imposed on ReinvestedDividendsRedemption FeeInstitutional SharesNoneInstitutional Plus SharesNoneNoneNoneNoneNoneNoneNoneAnnual Fund Operating Expenses(Expenses that you pay each year as a percentage of the value of your investment)Management FeesInstitutional Shares0.032%Institutional Plus Shares0.02%12b-1 Distribution FeeOther ExpensesNone0.003%None0.00%Total Annual Fund Operating Expenses0.035%0.02%1

ExamplesThe following examples are intended to help you compare the cost of investingin the Fund’s Institutional Shares or Institutional Plus Shares with the cost ofinvesting in other mutual funds. They illustrate the hypothetical expenses thatyou would incur over various periods if you were to invest 10,000 in the Fund’sshares. These examples assume that the shares provide a return of 5% eachyear and that total annual fund operating expenses remain as stated in thepreceding table. You would incur these hypothetical expenses whether or notyou were to redeem your investment at the end of the given period. Althoughyour actual costs may be higher or lower, based on these assumptions yourcosts would be:Institutional Shares1 Year 43 Years 115 Years 2010 Years 45Institutional Plus Shares 2 6 11 26Portfolio TurnoverThe Fund pays transaction costs, such as commissions, when it buys and sellssecurities (or “turns over” its portfolio). A higher portfolio turnover rate mayindicate higher transaction costs and may result in more taxes when Fundshares are held in a taxable account. These costs, which are not reflected inannual fund operating expenses or in the previous expense examples, reducethe Fund’s performance. During the most recent fiscal year, the Fund’s portfolioturnover rate was 4% of the average value of its portfolio.Principal Investment StrategiesThe Fund employs an indexing investment approach designed to track theperformance of the S&P 500 Index, a widely recognized benchmark of U.S. stockmarket performance that is dominated by the stocks of large U.S. companies.The Fund attempts to replicate the target index by investing all, or substantiallyall, of its assets in the stocks that make up the Index, holding each stock inapproximately the same proportion as its weighting in the Index.Principal RisksAn investment in the Fund could lose money over short or long periods of time.You should expect the Fund’s share price and total return to fluctuate within awide range. The Fund is subject to the following risks, which could affect theFund’s performance: Stock market risk, which is the chance that stock prices overall will decline.Stock markets tend to move in cycles, with periods of rising prices and periodsof falling prices. The Fund’s target index tracks a subset of the U.S. stock market,2

which could cause the Fund to perform differently from the overall stock market.In addition, the Fund’s target index may, at times, become focused in stocks of aparticular market sector, which would subject the Fund to proportionately higherexposure to the risks of that sector. Investment style risk, which is the chance that returns from large-capitalizationstocks will trail returns from the overall stock market. Large-cap stocks tend togo through cycles of doing better—or worse—than other segments of the stockmarket or the stock market in general. These periods have, in the past, lasted foras long as several years.An investment in the Fund is not a deposit of a bank and is not insured orguaranteed by the Federal Deposit Insurance Corporation or any othergovernment agency.Annual Total ReturnsThe following bar chart and table are intended to help you understand the risksof investing in the Fund. The bar chart shows how the performance of the Fund’sInstitutional Shares has varied from one calendar year to another over theperiods shown. The table shows how the average annual total returns of theshare classes presented compare with those of the Fund’s target index, whichhas investment characteristics similar to those of the Fund. Keep in mind thatthe Fund’s past performance (before and after taxes) does not indicate how theFund will perform in the future. Updated performance information is available onour website at vanguard.com/performance or by calling Vanguard toll-free at800-662-7447.Annual Total Returns — Vanguard Institutional Index Fund Institutional 52.0911.931.37–4.42During the periods shown in the bar chart, the highest and lowest returns for acalendar quarter were:HighestLowestTotal Return13.65%-13.87%QuarterMarch 31, 2019September 30, 20113

Average Annual Total Returns for Periods Ended December 31, 20191 Year5 Years10 YearsReturn Before TaxesReturn After Taxes on rn After Taxes on Distributions and Sale of Fund SharesVanguard Institutional Index Fund Institutional PlusSharesReturn Before Taxes19.19Vanguard Institutional Index Fund Institutional SharesStandard & Poor’s 500 Index(reflects no deduction for fees, expenses, or %Actual after-tax returns depend on your tax situation and may differ from thoseshown in the preceding table. When after-tax returns are calculated, it isassumed that the shareholder was in the highest individual federal marginalincome tax bracket at the time of each distribution of income or capital gains orupon redemption. State and local income taxes are not reflected in thecalculations. Please note that after-tax returns are shown only for the InstitutionalShares and may differ for each share class. After-tax returns are not relevant for ashareholder who holds fund shares in a tax-deferred account, such as anindividual retirement account or a 401(k) plan. Also, figures captioned ReturnAfter Taxes on Distributions and Sale of Fund Shares may be higher than otherfigures for the same period if a capital loss occurs upon redemption and resultsin an assumed tax deduction for the shareholder.Investment AdvisorThe Vanguard Group, Inc. (Vanguard)Portfolio ManagersDonald M. Butler, CFA, Principal of Vanguard. He has managed the Fund since2000 (co-managed since 2016).Michelle Louie, CFA, Portfolio Manager at Vanguard. She has co-managed theFund since 2017.4

Purchase and Sale of Fund SharesYou may purchase or redeem shares online through our website (vanguard.com),by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or bytelephone (800-662-2739). The minimum investment amount required to openand maintain a Fund account for Institutional Shares or Institutional Plus Sharesis 5 million or 100 million, respectively. The minimum investment amountrequired to add to an existing Fund account is generally 1. If you are investingthrough an employer-sponsored retirement or savings plan, your planadministrator or your benefits office can provide you with detailed information onhow you can invest through your plan.Tax InformationThe Fund’s distributions may be taxable as ordinary income or capital gain. If youare investing through a tax-advantaged account, such as an IRA or anemployer-sponsored retirement or savings plan, special tax rules apply.Payments to Financial IntermediariesThe Fund and its investment advisor do not pay financial intermediaries for salesof Fund shares.5

Investing in Index FundsWhat Is Indexing?Indexing is an investment strategy for tracking the performance of a specifiedmarket benchmark, or “index.” An index is a group of securities whose overallperformance is used as a standard to measure the investment performance of aparticular market. There are many types of indexes. Some represent entiremarkets—such as the U.S. stock market or the U.S. bond market. Other indexescover market segments—such as small-capitalization stocks or short-termbonds. One cannot invest directly in an index.The index sponsor determines the securities to include in the index and theweighting of each security in the index. Under normal circumstances, the indexsponsor will rebalance an index on a regular schedule. An index sponsor maycarry out additional ad hoc index rebalances, delay or cancel a scheduledrebalance. Generally, the index sponsor does not provide any warranty, or acceptany liability, with respect to the quality, accuracy, or completeness of either thetarget index or its related data. Errors made by the index sponsor may occurfrom time to time and may not be identified by the index sponsor for a period oftime or at all. Vanguard does not provide any warranty or guarantee against sucherrors. Therefore, the gains, losses, or costs associated with the index sponsor’serrors will generally be borne by the index fund and its shareholders.An index fund seeks to hold all, or a representative sample, of the securities thatmake up its target index. Index funds attempt to mirror the performance of thetarget index, for better or worse. However, an index fund generally does notperform exactly like its target index. For example, index funds have operatingexpenses and transaction costs. Market indexes do not, and therefore they willusually have a slight performance advantage over funds that track them. Theability of an index fund to match its performance to that of its target index canalso be impacted by, among other things, the timing and size of cash flows andthe size of the fund. Market disruptions and regulatory restrictions could alsohave an adverse effect on a fund’s ability to adjust its exposure to the requiredlevels in order to track the index.Index funds typically have the following characteristics: Variety of investments. Index funds generally invest in the securities of avariety of companies and industries. Relative performance consistency. Because they seek to track marketbenchmarks, index funds usually do not perform dramatically better or worsethan their benchmarks. Low cost. Index funds are generally inexpensive to run compared with activelymanaged funds. They have low or no research costs and typically keep tradingactivity— and thus brokerage commissions and other transaction costs—to aminimum compared with actively managed funds.6

More on the FundThis prospectus describes the principal risks you would face as a Fundshareholder. It is important to keep in mind one of the main principles ofinvesting: generally, the higher the risk of losing money, the higher the potentialreward. The reverse, also, is generally true: the lower the risk, the lower thepotential reward. As you consider an investment in any mutual fund, you shouldtake into account your personal tolerance for fluctuations in the securitiesmarkets. Look for thissymbol throughout the prospectus. It is used tomark detailed information about the more significant risks that you wouldconfront as a Fund shareholder. To highlight terms and concepts important tomutual fund investors, we have provided Plain Talk explanations along the way.Reading the prospectus will help you decide whether the Fund is the rightinvestment for you. We suggest that you keep this prospectus forfuture reference.Share Class OverviewThis prospectus offers the Fund’s Institutional Shares and Institutional PlusShares, which are generally for investors who invest a minimum of 5 millionand 100 million, respectively.Both share classes offered by the Fund have the same investment objective,strategies, and policies. However, different share classes have differentexpenses; as a result, their investment returns will differ.Plain Talk About Fund ExpensesAll mutual funds have operating expenses. These expenses, which arededucted from a fund’s gross income, are expressed as a percentage of thenet assets of the fund. Assuming that operating expenses remain as statedin the Fees and Expenses section, Vanguard Institutional Index Fund’sexpense ratios would be as follows: for Institutional Shares, 0.035%, or 0.35 per 1,000 of average net assets; for Institutional Plus Shares, 0.02%,or 0.20 per 1,000 of average net assets. The average expense ratio forlarge-cap core funds in 2019 was 0.96%, or 9.60 per 1,000 of average netassets (derived from data provided by Lipper, a Thomson Reuters Company,which reports on the mutual fund industry).7

Plain Talk About Costs of InvestingCosts are an important consideration in choosing a mutual fund. That isbecause you, as a shareholder, pay a proportionate share of the costs ofoperating a fund and any transaction costs incurred when the fund buys orsells securities. These costs can erode a substantial portion of the grossincome or the capital appreciation a fund achieves. Even seemingly smalldifferences in expenses can, over time, have a dramatic effect on afund’s performance.The following sections explain the principal investment strategies and policiesthat the Fund uses in pursuit of its objective. The Fund’s board of trustees, whichoversees the Fund’s management, may change investment strategies or policiesin the interest of shareholders without a shareholder vote, unless thosestrategies or policies are designated as fundamental. Under normalcircumstances, the Fund will invest at least 80% of its assets in the stocks thatmake up its target index. The Fund may change its 80% policy only upon 60days‘ notice to shareholders.Market ExposureThe Fund is subject to stock market risk, which is the chance that stockprices overall will decline. Stock markets tend to move in cycles, withperiods of rising prices and periods of falling prices. The Fund‘s targetindex tracks a subset of the U.S. stock market, which could cause theFund to perform differently from the overall stock market. In addition, theFund‘s target index may, at times, become focused in stocks of aparticular market sector, which would subject the Fund to proportionatelyhigher exposure to the risks of that sector.Stocks of publicly traded companies are often classified according to marketcapitalization, which is the market value of a company’s outstanding shares.These classifications typically include small-cap, mid-cap, and large-cap. It isimportant to understand that there are no “official” definitions of small-, mid-,and large-cap, even among Vanguard fund advisors, and that marketcapitalization ranges can change over time. The asset-weighted median marketcapitalization of the Fund’s stock holdings as of December 31, 2019, was 127 billion.8

The Fund is subject to investment style risk, which is the chance thatreturns from large-capitalization stocks will trail returns from the overallstock market. Large-cap stocks tend to go through cycles of doingbetter—or worse—than other segments of the stock market or the stockmarket in general. These periods have, in the past, lasted for as long asseveral years.Market disruptions can adversely affect local and global markets as well asnormal market conditions and operations. Any such disruptions could have anadverse impact on the value of the Fund’s investments and Fund performance.Security SelectionThe Fund attempts to track the investment performance of the S&P 500 Index, afloat-adjusted, market-capitalization-weighted index designed to measure theperformance of large-cap stocks in the United States. The Fund uses thereplication method of indexing, meaning that it seeks to invest all, orsubstantially all, of its assets in the stocks that make up the Index, holding eachstock in approximately the same proportion as its weighting in the Index.The S&P 500 Index is a widely recognized benchmark of U.S. stock marketperformance that is dominated by the stocks of large U.S. companies. The Indexis made up of approximately 500 top companies in leading industries of the U.S.economy, as determined by the index sponsor. Each stock in the Index has amarket capitalization of 4.6 billion or greater. The Index is rebalanced on aquarterly basis.Other Investment Policies and RisksThe Fund reserves the right to substitute a different index for the index itcurrently tracks if the current index is discontinued, if the Fund’s agreement withthe sponsor of its target index is terminated, or for any other reason determinedin good faith by the Fund’s board of trustees. In any such instance, the substituteindex would represent the same market segment as the current index.The Fund may invest in foreign securities to the extent necessary to carry out itsinvestment strategy of holding all, or substantially all, of the stocks that make upthe index it tracks. It is not expected that the Fund will invest more than 5% ofits assets in foreign securities.To track its target index as closely as possible, the Fund attempts to remain fullyinvested in stocks. To help stay fully invested and to reduce transaction costs,the Fund may invest, to a limited extent, in derivatives, including equity futures.The Fund may also use derivatives such as total return swaps to obtain exposureto a stock, a basket of stocks, or an index. Generally speaking, a derivative is afinancial contract whose value is based on the value of a financial asset (such as9

a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), amarket index, or a reference rate. Investments in derivatives may subject theFund to risks different from, and possibly greater than, those of investmentsdirectly in the underlying securities or assets. The Fund will not use derivativesfor speculation or for the purpose of leveraging (magnifying) investment returns.Cash ManagementThe Fund’s daily cash balance may be invested in Vanguard Market LiquidityFund and/or Vanguard Municipal Cash Management Fund (each, a CMT Fund),which are low-cost money market funds. When investing in a CMT Fund, theFund bears its proportionate share of the expenses of the CMT Fund in which itinvests. Vanguard receives no additional revenue from Fund assets invested in aCMT Fund.Methods Used to Meet Redemption RequestsUnder normal circumstances, the Fund typically expects to meet redemptionswith positive cash flows. When this is not an option, the Fund seeks to maintainits risk exposure by selling a cross section of the Fund’s holdings to meetredemptions, while also factoring in transaction costs. Additionally, the Fund maywork with larger clients to implement their redemptions in a manner that is leastdisruptive to the portfolio; see “Potentially disruptive redemptions” underRedeeming Shares in the Investing With Vanguard section.Under certain circumstances, including under stressed market conditions, thereare additional tools that the Fund may use in order to meet redemptions,including advancing the settlement of market trades with counterparties tomatch investor redemption payments or delaying settlement of an investor’stransaction to match trade settlement within regulatory requirements. The Fundmay also suspend payment of redemption proceeds for up to seven days; see“Emergency circumstances” under Redeeming Shares in the Investing WithVanguard section. Additionally under these unusual circumstances, the Fundmay borrow money (subject to certain regulatory conditions and if availableunder board-approved procedures) through an interfund lending facility orthrough a bank line-of-credit, including a joint committed credit facility, in order tomeet redemption requests.Temporary Investment MeasuresThe Fund may temporarily depart from its normal investment policies andstrategies when the advisor believes that doing so is in the Fund’s best interest,so long as the strategy or policy employed is consistent with the Fund’sinvestment objective. For instance, the Fund may invest beyond its normal limitsin derivatives or exchange-traded funds that are consistent with the Fund’s10

investment objective when those instruments are more favorably priced orprovide needed liquidity, as might be the case when the Fund receives largecash flows that it cannot prudently invest immediately.Frequent Trading or Market-TimingBackground. Some investors try to profit from strategies involving frequenttrading of mutual fund shares, such as market-timing. For funds holding foreignsecurities, investors may try to take advantage of an anticipated differencebetween the price of the fund’s shares and price movements in overseasmarkets, a practice also known as time-zone arbitrage. Investors also may try toengage in frequent trading of funds holding investments such as small-capstocks and high-yield bonds. As money is shifted into and out of a fund by ashareholder engaging in frequent trading, the fund incurs costs for buying andselling securities, resulting in increased brokerage and administrative costs.These costs are borne by all fund shareholders, including the long-term investorswho do not generate the costs. In addition, frequent trading may interfere withan advisor’s ability to efficiently manage the fund.Policies to address frequent trading. The Vanguard funds (other than moneymarket funds and short-term bond funds, but including Vanguard Short-TermInflation-Protected Securities Index Fund) do not knowingly accommodatefrequent trading. The board of trustees of each Vanguard fund (other than moneymarket funds and short-term bond funds, but including Vanguard Short-TermInflation-Protected Securities Index Fund) has adopted policies and proceduresreasonably designed to detect and discourage frequent trading and, in somecases, to compensate the fund for the costs associated with it. These policiesand procedures do not apply to ETF Shares because frequent trading in ETFShares generally does not disrupt portfolio management or otherwise harm fundshareholders. Although there is no assurance that Vanguard will be able todetect or prevent frequent trading or market-timing in all circumstances, thefollowing policies have been adopted to address these issues: Each Vanguard fund reserves the right to reject any purchaserequest—including exchanges from other Vanguard funds—without notice andregardless of size. For example, a purchase request could be rejected becausethe investor has a history of frequent trading or if Vanguard determines that suchpurchase may negatively affect a fund’s operation or performance. Each Vanguard fund (other than money market funds and short-term bondfunds, but including Vanguard Short-Term Inflation-Protected Securities IndexFund) generally prohibits, except as otherwise noted in the Investing WithVanguard section, an investor’s purchases or exchanges into a fund account for30 calendar days after the investor has redeemed or exchanged out of thatfund account.11

Certain Vanguard funds charge shareholders purchase and/or redemption feeson transactions.See the Investing With Vanguard section of this prospectus for further detailson Vanguard’s transaction policies.Each Vanguard fund (other than retail and government money market funds), indetermining its net asset value, will use fair-value pricing when appropriate, asdescribed in the Share Price section. Fair-value pricing may reduce or eliminatethe profitability of certain frequent-trading strategies.Do not invest with Vanguard if you are a market-timer.Turnover RateAlthough the Fund generally seeks to invest for the long term, it may sellsecurities regardless of how long they have been held. Generally, an index fundsells securities in response to redemption requests or to changes in thecomposition of its target index. Turnover rates for large-cap stock index fundstend to be low because large-cap indexes—such as the S&P 500 Index—typicallydo not change significantly from year to year. The Financial Highlights sectionof this prospectus shows historical turnover rates for the Fund. A turnover rate of100%, for example, would mean that the Fund had sold and replaced securitiesvalued at 100% of its net assets within a one-year period. In general, the greaterthe turnover rate, the greater the impact transaction costs will have on a fund’sreturn. Also, funds with high turnover rates may be more likely to generatecapital gains, including short-term capital gains, that must be distributed toshareholders and will be taxable to shareholders investing through ataxable account.The Fund and VanguardThe Fund is a member of The Vanguard Group, a family of over 200 funds. All ofthe funds that are members of The Vanguard Group (other than funds of funds)share in the expenses associated with administrative services and businessoperations, such as personnel, office space, and equipment.Vanguard Marketing Corporation provides marketing services to the funds.Although fund shareholders do not pay sales commissions or 12b-1 distributionfees, each fund (other than a fund of funds) or each share class of a fund (in thecase of a fund with multiple share classes) pays its allocated share of theVanguard funds’ marketing costs.12

Plain Talk About Vanguard’s Unique Corporate StructureThe Vanguard Group is owned jointly by the funds it oversees and thusindirectly by the shareholders in those funds. Most other mutual funds areoperated by management companies that are owned by third parties—eitherpublic or private stockholders—and not by the funds they serve.Investment AdvisorThe Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which beganoperations in 1975, serves as advisor to the Fund through its Equity IndexGroup. As of December 31, 2019, Vanguard served as advisor for approximately 5 trillion in assets. Vanguard provides investment advisory services to the Fundpursuant to the Funds’ Service Agreement and subject to the supervision andoversight of the trustees and officers of the Fund.For the fiscal year ended December 31, 2019, the advisory expensesrepresented an effective annual rate of less than 0.01% of the Fund’s averagenet assets.For a discussion of why the board of trustees approved the Fund’s investmentadvisory arrangement, see the most recent semiannual report to shareholderscovering the fiscal period ended June 30.Under the terms of an SEC exemption, the Fund’s board of trustees may,without prior approval from shareholders, change the terms of an advisoryagreement with a third-party investment advisor or hire a new third-partyinvestment advisor—either as a replacement for an existing advisor or as anadditional advisor. Any significant change in the Fund’s advisory arrangementswill be communicated to shareholders in writing. As the Fund’s sponsor andoverall manager, Vanguard may provide investment advisory services to the Fundat any time. Vanguard may also recommend to the board of trustees that anadvisor be hired, terminated, or replaced or that the terms of an existingadvisory agreement be revised. The Fund has filed an application seeking asimilar SEC exemption with respect to investment advisors that are whollyowned subsidiaries of Vanguard. If the exemption is granted, the Fund may relyon the new SEC relief.13

The managers primarily responsible for the day-to-day management of theFund are:Donald M. Butler, CFA, Principal of Vanguard. He has been with Vanguard since1992, has managed investment portfolios since 1997, and has

Vanguard Institutional Index Fund Institutional Shares (VINIX) Vanguard Institutional Index Fund Institutional Plus Shares (VIIIX) See the inside front cover for important information about access to your fund’s annual and semiannual shareholder reports. This prospectus contains financial data for th

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