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Vanguard Variable Insurance Fund Diversified Value Portfolio ...

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Investment Advisor<br />

Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley), 2200 Ross Avenue,<br />

31st Floor, Dallas, TX 75201-2761, provides advisory services for the <strong>Portfolio</strong>. Barrow,<br />

Hanley, an investment advisory firm founded in 1979, managed approximately<br />

$60 billion in stock and bond portfolios as of December 31, 2011. Barrow, Hanley<br />

manages the <strong>Portfolio</strong> subject to the supervision and oversight of <strong>Vanguard</strong> and the<br />

<strong>Fund</strong>’s board of trustees.<br />

The <strong>Portfolio</strong> pays the advisor a base fee plus or minus a performance adjustment. The<br />

base fee, which is paid quarterly, is a percentage of average daily net assets under<br />

management during the most recent fiscal quarter. The performance adjustment, also<br />

paid quarterly, is based on the cumulative total return of the <strong>Portfolio</strong> relative to that of<br />

the MSCI US Prime Market 750 Index over the preceding 36-month period. When the<br />

performance adjustment is positive, the <strong>Portfolio</strong>’s expenses increase; when it is<br />

negative, expenses decrease.<br />

For the fiscal year ended December 31, 2011, the advisory fee paid to Barrow, Hanley<br />

represented an effective annual rate of 0.13% of the <strong>Portfolio</strong>’s average net assets,<br />

before a performance-based decrease of 0.01%.<br />

Under the terms of an SEC exemptive order, the <strong>Fund</strong>’s board of trustees may, without<br />

prior approval from shareholders, change the terms of an advisory agreement or hire a<br />

new investment advisor—either as a replacement for an existing advisor or as an<br />

additional advisor. Any significant change in the <strong>Portfolio</strong>’s advisory arrangements will be<br />

communicated to shareholders in writing. In addition, as the <strong>Portfolio</strong>’s sponsor and<br />

overall manager, The <strong>Vanguard</strong> Group may provide investment advisory services to the<br />

<strong>Portfolio</strong>, on an at-cost basis, at any time. <strong>Vanguard</strong> may also recommend to the board<br />

of trustees that an advisor be hired, terminated, or replaced, or that the terms of an<br />

existing investment advisory agreement be revised.<br />

For a discussion of why the board of trustees approved the <strong>Portfolio</strong>’s investment<br />

advisory agreement, see the <strong>Vanguard</strong> <strong>Variable</strong> <strong>Insurance</strong> <strong>Fund</strong>’s most recent<br />

semiannual report to shareholders covering the fiscal period ended June 30.<br />

The manager primarily responsible for the day-to-day management of the <strong>Portfolio</strong> is:<br />

James P. Barrow, Founding Partner of Barrow, Hanley. He has managed investment<br />

portfolios since 1963; has been with Barrow, Hanley since 1979; and has managed the<br />

<strong>Diversified</strong> <strong>Value</strong> <strong>Portfolio</strong> since its inception in 1999. Education: B.S., University of<br />

South Carolina.<br />

The <strong>Fund</strong>’s Statement of Additional Information provides information about the<br />

portfolio manager’s compensation, other accounts under management, and<br />

ownership of shares of the <strong>Portfolio</strong>.<br />

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