Form 485BPOS VANGUARD CHESTER FUNDS

1.

INTENTION OF THE PARTIES; DEFINITIONS 

1.1

INTENTION OF THE PARTIES. 

(a)

This Agreement sets out the terms governing custodial, settlement and certain other associated services offered by Bank to Customer. Bank shall be responsible for the performance of only those duties that are set forth in this Agreement or expressly contained in Instructions that are consistent with the provisions of this Agreement and with Bank’s operations and procedures. Customer acknowledges that Bank is not providing any legal, tax or investment advice in providing the services hereunder. 

(b)

Investing in foreign markets may be a risky enterprise. The holding of Global Assets and cash in foreign jurisdictions may involve risks of loss or other special features. Bank shall not be liable for any loss that results from the general risks of investing or Country Risk. 

1.2

DEFINITIONS. 

(a)

As used herein, the following terms have the meaning hereinafter stated. 

(b)

All terms in the singular shall have the same meaning in the plural unless the context otherwise provides and vice versa. 

2.

WHAT BANK IS REQUIRED TO DO 

2.1

Set Up Accounts. 

(a)

Bank shall establish and maintain the following accounts (“Accounts”): 

(i)

a Securities Account in the name of Customer on behalf of each Fund for Financial Assets, which may be received by Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and 

(ii)

an account in the name of Customer (“Cash Account”) for any and all cash in any currency received by Bank or its Subcustodian for the account of Customer. 

(b)

At the request of Customer, additional Accounts may be opened in the future, which shall be subject to the terms of this Agreement. 

(c)

Except as precluded by Section 8-501(d) of the Uniform Commercial Code (“UCC”), Bank shall hold all Securities and other Financial Assets, other than cash, of a Fund that are delivered to it in a “securities account” with Bank for and in the name of such Fund and shall treat all such assets other than cash as “financial assets” as those terms are used in the UCC.  

2.2

Cash Account. 

2.3

Segregation of Assets; Nominee Name. 

(a)

Bank shall identify in its records that Financial Assets credited to Customer’s Securities Account belong to Customer on behalf of the relevant Fund (except as otherwise may be agreed by Bank and Customer). 

(b)

To the extent permitted by Applicable Law or market practice, Bank shall require each Subcustodian to identify in its own records that Financial Assets credited to Customer’s Securities Account belong to customers of Bank, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian. 

(c)

Bank is authorized, in its discretion, to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form; and to register in the name of the Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form. Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and shall accept delivery of Financial Assets of the same class and denomination as those deposited with Bank or its Subcustodian. 

(d)

Upon receipt of Instruction, Bank shall establish and maintain a segregated account or accounts for and on behalf of each Fund for purposes of segregating cash, government securities, and other assets in connection with derivative transactions entered into by a Fund or options purchased, sold or written by the Fund. 

2.4

Settlement of Trades. 

2.5

Contractual Settlement Date Accounting. 

(a)

Bank shall effect book entries on a “contractual settlement date accounting” basis as described below with respect to the settlement of trades in those markets where Bank generally offers contractual settlement day accounting and shall notify Customer of these markets from time to time. 

(i)

Sales: On the settlement date for a sale, Bank shall credit the Cash Account with the sale proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered. 

(ii)

Purchases: On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), Bank shall debit the Cash Account with the settlement monies and credit a separate account. Bank then shall post the Securities Account as awaiting receipt of the expected Financial Assets. Customer shall not be entitled to the delivery of Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them. 

(b)

Bank may (in its discretion) upon at least 48 hours prior oral or written notification to Customer, reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement, and Customer shall be responsible for any costs or liabilities resulting from such reversal. Customer acknowledges that the procedures described in this sub-section are of an administrative nature, and Bank does not undertake to make loans and/or Financial Assets available to Customer. 

2.6

Actual Settlement Date Accounting. 

2.7

Income Collection; Autocredit. 

(a)

Bank shall credit the Cash Account with income and redemption proceeds on Financial Assets in accordance with the times notified by Bank from time to time on or after the anticipated payment date, net of any taxes that are withheld by Bank or any third party. Where no time is specified for a particular market, income and redemption proceeds from Financial Assets shall be credited only after actual receipt and reconciliation. Bank may reverse such credits upon at least 48 hours prior oral or written notification to Customer when Bank believes that the corresponding payment shall not be received by Bank within a reasonable period or such credit was incorrect. 

(b)

Bank shall make reasonable endeavors in its discretion to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds, but neither Bank nor its Subcustodians shall be obliged to file any formal notice of default, institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action. 

2.8

Fractions / Redemptions by Lot. 

2.9

Presentation of Coupons; Certain Other Ministerial Acts. 

(a)

present all Financial Assets for which Bank has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation; 

(b)

execute in the name of Customer such certificates as may be required to obtain payment in respect of Financial Assets; and 

(c)

exchange interim or temporary documents of title held in the Securities Account for definitive documents of title. 

2.10

Corporate Actions; Class Action Litigation. 

(a)

Bank will follow Corporate Actions through receipt of notices from issuers, from Subcustodians, Securities Depositories and notices published in industry publications and reported in reporting services. Bank will promptly notify Customer of any Corporate Action of which information is either (i) received by it or by a Subcustodian to the extent that Bank’s central corporate actions department has actual knowledge of the Corporate Action in time to notify its customers in a timely manner; or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose in time for Bank to notify its customers in a timely manner. Any notices received by Bank’s corporate actions department about U.S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly provided to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with Bank at the relevant time. Bank will not make filings in the name of Customer in respect to such notifications except as otherwise agreed in writing between Customer and Bank.  

(b)

If an Authorized Person fails to provide Bank with timely Instructions with respect to any Corporate Action or class action, neither Bank nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action or class action, except as otherwise agreed in writing by Bank and Customer or as may be set forth by Bank as a default action in the notification it provides under Section 2.10(a) with respect to that Corporate Action or class action. If Customer provides Bank with Instructions with respect to any Corporate Action after the deadline set by Bank but before the deadline set by a Securities Depository, Bank shall use commercially reasonable efforts to act on such Instructions. If Bank fails to act on Instructions provided by Customer prior to the deadline set by Bank with respect to any Corporate Action, Bank will be liable for direct losses incurred by Customer.  

2.11

Proxy Voting. 

(a)

Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets. 

(b)

Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customer. 

(c)

In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably

(d)

Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank’s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. 

(e)

Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person. 

2.12

Statements and Information Available On-Line. 

(a)

Bank will send, or make available on-line, to Customer, at times mutually agreed, a statement of account in Bank’s standard format for each Account maintained by Customer with Bank, identifying the Financial Assets and cash held in each Account. Bank also will provide to Customer, upon request, the capability to reformat the information contained in each statement of account. In addition, Bank will send, or make available on-line, to Customer an advice or notification of any transfers of cash or Financial Assets with respect to each Account. Bank will not be liable with respect to any matter set forth in those portions of any such statement of account or advice (or reasonably implied therefrom) to which Customer has not given Bank a written exception or objection within ninety days of receipt of such statement, provided such matter is not the result of Bank’s willful misconduct or bad faith. 

(b)

Prices and other information obtained from third parties which may be contained in any statement sent to Customer have been obtained from sources Bank believes to be reliable. Bank does not, however, make any representation as to the accuracy of such information or that the prices specified necessarily reflect the proceeds that would be received on a disposal of the relevant Financial Assets. 

(c)

Customer understands that records and reports, other than statements of account, that are available to it on-line on a real-time basis may not be accurate due to mis-postings, delays in updating Account records, and other causes. Bank will not be liable for any loss or damage arising out of the inaccuracy of any such records or reports that are accessed on-line on a real-time basis. 

2.13

Access to Bank’s Records. 

(a)

Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer’s duly authorized officers, employees, and agents, including Customer’s independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank.  Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer’s independent public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination. 

(b)

In addition, Bank shall cooperate with and supply necessary information to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. Bank shall provide reports and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customer’s independent accountants with respect to Bank’s activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund. 

(c)

Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank’s Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities’ Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a “gap” or “bridge” letter that will address any material changes that might have occurred in Customer’s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank’s processes for the management and monitoring of Subcustodians for safeguarding Financial Assets. 

2.14

Maintenance of Financial Assets at Bank and at Subcustodian Locations. 

(a)

Unless Instructions require another location acceptable to Bank, Global Assets shall be held in the country or jurisdiction in which their principal trading market is located, where such Global Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. Bank reserves the right to refuse to accept delivery of Global Assets or cash in countries and jurisdictions other than those referred to in Schedule 1 to this Agreement, as in effect from time to time. 

(b)

Bank shall not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank. However, if Customer does instruct Bank to hold Securities with or register or record Securities in the name of a person not chosen by Bank, the consequences of doing so are at Customer’s own risk and Bank shall not be liable therefor. 

2.15

Tax Reclaims. 

2.16

Foreign Exchange Transactions. 

2.17

Compliance with Securities and Exchange Commission (“SEC”) rule 17f-5 (“rule 17f-5”). 

(a)

Customer’s board of directors (or equivalent body) (hereinafter ‘Board’) hereby delegates to Bank, and, except as to the country or countries as to which Bank may, from time to time, advise Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is defined in rule 17f-5(a)(3) as promulgated under the 1940 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)). 

(b)

In connection with the foregoing, Bank shall: 

(i)

provide written reports notifying Customer’s Board of the placement of Financial Assets and cash with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer’s Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s foreign custody arrangements (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians); 

(ii)

exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise; 

(iii)

in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv); 

(iv)

determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and cash based on the standards applicable to custodians in the relevant market, including, without limitation, those factors set forth in rule 17f-5(c)(2). 

(v)

have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected foreign Financial Assets and cash. 

(c)

Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank. Each such contract shall, except as set forth in the last paragraph of this subsection (c), include provisions that provide: 

(i)

For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect Customer against the risk of loss of Financial Assets and cash held in accordance with such contract; 

(ii)

That Customer’s Financial Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash, liens or rights in favor of creditors of such Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws; 

(iii)

That beneficial ownership of Customer’s Assets will be freely transferable without the payment of money or value other than for safe custody or administration; 

(iv)

That adequate records will be maintained identifying Customer’s Assets as belonging to Customer or as being held by a third party for the benefit of Customer; 

(v)

That Customer’s independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of those records; and 

(vi)

That Customer will receive sufficient and timely periodic reports with respect to the safekeeping of Customer’s Assets, including, but not limited to, notification of any transfer to or from Customer’s account or a third party account containing Assets held for the benefit of Customer. 

(d)

Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC. 

(e)

Bank represents to Customer that it is a U.S. Bank as defined in rule 17f-5(a)(7). Customer represents to Bank that: (1) the foreign Financial Assets and cash being placed and maintained in Bank’s custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board has determined that it is reasonable to rely on Bank to perform as Customer’s Foreign Custody Manager; and (3) its Board or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk. 

(f)

Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information, provided that Bank transmits the information using reasonable care. 

2.18

Compliance with SEC rule 17f-7 (“rule 17f-7”). 

(a)

Bank shall, for consideration by Customer, provide an analysis of the custody risks associated with maintaining Customer’s foreign Financial Assets with each Eligible Securities Depository used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customer’s foreign Financial Assets at such Depository) and at which any foreign Financial Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Bank’s Website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its foreign Financial Assets held. Bank shall monitor the custody risks associated with maintaining Customer’s Financial Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its investment adviser of any material changes in such risks. 

(b)

Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.18(a) above. 

(c)

Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Schedule 3 hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Schedule 3 hereto, and as the same may be amended on notice to Customer from time to time.) 

2.19

Service Level Agreement. 

3.

INSTRUCTIONS 

3.1

Acting on Instructions; Unclear Instructions. 

(a)

Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to Bank (“Instructions”). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Bank’s negligence, bad faith, fraud, or willful misconduct. 

(b)

Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. 

(c)

Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank shall not, except as provided in Section 7.1 hereof, be liable for any loss arising from any delay while it seeks such clarification or confirmation. 

(d)

In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency within an Instruction between the name and identifying number of any party in payment orders issued to Bank in Customer’s name. 

3.2

Security Devices. 

3.3

Instructions; Contrary to Law/Market Practice. 

3.4

Cut-off Times. 

3.5

Electronic Access.  

4.

FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK 

4.1

Fees and Expenses. 

4.2

Overdrafts. 

4.3

Bank’s Right Over Securities; Set-off. 

(a)

Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent (“Indebtedness”). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, withhold delivery of such Financial Assets, and (ii) with two business days’ prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness.  During any such notice period, Bank will, at Customer’s request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are “Indebtedness” subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are “Indebtedness” subject to this Section 4.3. 

(b)

Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved; Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness. 

5.

SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS 

5.1

Appointment of Subcustodians; Use of Securities Depositories. 

(a)

Bank is authorized under this Agreement to act through and hold Customer’s Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other entities as Bank may appoint as subcustodians (“Subcustodians”). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a “Securities Depository”) on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems. 

(b)

Any agreement Bank enters into with a Subcustodian for holding Bank’s customers’ assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer’s independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer’s assets, including, but not limited to, notification of any transfer to or from Customer’s account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian. 

(c)

Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository. 

(d)

The term Subcustodian as used herein shall mean the following: 

(i)

a “U.S. Bank” as such term is defined in rule 17f-5; and 

(ii)

an “Eligible Foreign Custodian” as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC. 

(iii)

For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager. 

(e)

The term ‘securities depository’ as used herein when referring to a securities depository located outside the U.S. shall mean an “Eligible Securities Depository” as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order. 

(f)

The term ‘securities depository’ as used herein when referring to a securities depository located in the U.S. shall mean a “Securities Depository” as defined in rule 17f-4. 

5.2

Liability for Subcustodians. 

(a)

Subject to the exculpation from consequential damages set forth in Section 7.1(b), Bank shall be liable for direct Liabilities incurred by Customer that result from: (i) the acts or omissions of any Subcustodian selected by Bank, whether domestic or foreign, to the same extent as if such act or omission was performed by Bank itself, taking into account the standards and market practice prevailing in the relevant market; or (ii) the insolvency of any Affiliated Subcustodian. Subject to the terms and conditions of this Agreement, including the exculpation from consequential damages set forth in Section 7.1(b), Bank shall take full responsibility for any Liabilities that result from or that are caused by the fraud, willful misconduct, or negligence of its Subcustodians or the insolvency of an Affiliated Subcustodian. In the event of any Liabilities suffered or incurred by Customer caused by or resulting from the acts or omissions of any Subcustodian for which Bank would otherwise be liable, Bank shall promptly reimburse Customer in the amount of any such Liabilities.   

(b)

Subject to Section 7.1(a) and Bank’s duty to use reasonable care, prudence and diligence in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it, Bank shall not be responsible for the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian. 

(c)

Bank reserves the right to add, replace or remove Subcustodians. Bank shall give Customer prompt notice of any such action, which shall be advance notice if practicable. Upon request by Customer, Bank shall identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian. 

5.3

Use of Agents. 

(a)

Bank may provide certain services under this Agreement through third parties. These third parties may be Affiliates. Except to the extent provided in Section 5.2 with respect to Subcustodians, Bank shall not be responsible for any loss as a result of a failure by any broker or any other third party that it selects and retains using reasonable care and without negligence to provide ancillary services, such as pricing, proxy voting, and corporate action services, that it does not customarily provide itself. Nevertheless, Bank shall be liable for the performance of any such service provider selected by Bank that is an Affiliate to the same extent as Bank would have been liable if it performed such services itself. 

(b)

Bank shall execute transactions involving Financial Assets of United States origin through a broker which is an Affiliate (i) in the case of the sale under Section 2.8 of a fractional interest or (ii) if an Authorized Person directs Bank to use the affiliated broker or otherwise requests that Bank select a broker for that transaction, unless, in either case, the Affiliate does not execute similar transactions in such Financial Assets. The affiliated broker may charge its customary commission (or retain its customary spread) with respect to either such transaction. 

6.

ADDITIONAL PROVISIONS RELATING TO CUSTOMER 

6.1

Representations of Customer and Bank. 

(a)

Customer represents and warrants to Bank that: (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement and to incur indebtedness, pledge Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; and (ii) this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Bank may rely upon the above or the certification of such other facts as may be required to administer Bank’s obligations hereunder. 

(b)

Bank represents and warrants to Customer that this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Customer may rely upon the above or the certification of such other facts as may be required to administer Customer’s obligations hereunder. 

6.2

Customer to Provide Certain Information to Bank. 

6.3

Customer is Liable to Bank Even if it is Acting for Another Person. 

6.4

Several Obligations of the Trusts and the Funds. 

7.

WHEN BANK IS LIABLE TO CUSTOMER 

7.1

Standard of Care; Liability. 

(a)

Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement.  

(b)

Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank’s performance hereunder or Bank’s role as custodian.  

(c)

Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).  

(d)

Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. 

(e)

Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). 

7.2

Force Majeure. 

7.3

Bank May Consult With Counsel. 

7.4

Bank Provides Diverse Financial Services and May Generate Profits as a Result. 

8.

TAXATION 

8.1

Tax Obligations. 

(a)

Customer confirms that Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or Governmental authority for whatever reason in respect of Customer’s Accounts. 

(b)

If Bank does not receive appropriate declarations, documentation and information then additional United Kingdom taxation shall be deducted from all income received in respect of the Financial Assets issued outside the United Kingdom (which shall for this purpose include United Kingdom Eurobonds) and any applicable United States tax (including, but not limited to, non-resident alien tax) shall be deducted from United States source income. Customer shall provide to Bank such certifications, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. Customer undertakes to notify Bank immediately if any information requires updating or correcting. 

(c)

Customer shall be responsible for the payment of all taxes relating to the Financial Assets in the Securities Account, and Customer shall pay, indemnify and hold Bank harmless from and against any and all liabilities, penalties, interest or additions to tax with respect to or resulting from, any delay in, or failure by, Bank (1) to pay, withhold or report any U.S. federal, state or local taxes or foreign taxes imposed on, or (2) to report interest, dividend or other income paid or credited to the Cash Account, whether such failure or delay by Bank to pay, withhold or report tax or income is the result of (x) Customer’s failure to comply with the terms of this paragraph, or (y) Bank’s own acts or omissions; provided however, Customer shall not be liable to Bank for any penalty or additions to tax due as a result of Bank’s failure to pay or withhold tax or to report interest, dividend or other income paid or credited to the Cash Account solely as a result of Bank’s negligent acts or omissions. 

8.2

Tax Reclaims. 

(a)

Subject to the provisions of this Section, Bank shall apply for a reduction of withholding tax and any refund of any tax paid or tax credits in respect of income payments on Financial Assets credited to the Securities Account that Bank believes may be available. 

(b)

The provision of a tax reclamation service by Bank is conditional upon Bank receiving from Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from Bank). If Financial Assets credited to the Account are beneficially owned by someone other than Customer, this information shall be necessary with respect to the beneficial owner. Customer acknowledges that Bank shall be unable to perform tax reclamation services unless it receives this information. 

(c)

Bank shall perform tax reclamation services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax reclamation services are offered. Other than as expressly provided in this Section 8.2, Bank shall have no responsibility with regard to Customer’s tax position or status in any jurisdiction. 

(d)

Customer confirms that Bank is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the processing of any tax reclaim. 

9.

TERMINATION 

(a)

Either party may terminate this Agreement by an instrument in writing delivered or mailed, postage prepaid, to the other party, such termination to take effect not sooner than sixty days after the date of such delivery or mailing if termination is being sought by Customer, for itself or on behalf of a Fund, and not sooner than one hundred twenty days after the date of such delivery or mailing if termination is being sought by Bank. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. If Customer gives notice of termination, it must provide full details of the persons to whom Bank must deliver Financial Assets and cash. If Bank gives notice of termination, then Customer must, within one hundred twenty days following receipt of the notice, notify Bank of details of its new custodian, failing which Bank may elect (at any time after one hundred twenty days following Customer’s receipt of the notice) either to retain the Financial Assets and cash until such details are given, continuing to charge fees due (in which case Bank’s sole obligation shall be for the safekeeping of the Financial Assets and cash), or deliver the Financial Assets and cash to Customer. Bank shall in any event be entitled to deduct any uncontested amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank shall be entitled to deduct cash from the Cash Account in satisfaction of uncontested amounts owing to it); provided, however, that Bank shall first provide Customer with a statement setting forth such amounts owing to it and provide Customer two days’ advance notice before effecting any such deduction, during which time Customer shall be entitled to determine the priority order in which such Financial Assets and cash are to be used to satisfy the outstanding uncontested amounts. Customer shall reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Financial Assets upon termination by Customer. Termination pursuant to this Section shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination. 

(b)

In the event of any termination of the Agreement for any reason whatsoever, Bank shall, for a period of up to one hundred twenty days after termination of the Agreement, (i) continue to provide all or part of the services under the Agreement if requested by Customer, which services shall be subject to the terms and conditions of the Agreement during the transition period unless otherwise agreed to by the parties; (ii) provide to Customer or any successor custodian all assistance reasonably requested to enable Customer or the successor custodian to commence providing services similar to those under the Agreement; and (iii) subject to the same limitations in place during the term of the Agreement, provide Customer with access to all records in the possession of Bank relating to Customer. In connection with any termination of the Agreement for any reason whatsoever, the parties shall also promptly develop a transition plan setting forth a reasonable timetable for the transition of Financial Assets and cash to Customer or any successor custodian and describing the parties’ respective responsibilities for transitioning the services back to Customer or any successor custodian in an orderly and uninterrupted fashion. Customer will use all reasonable efforts to transition to a successor custodian as soon as possible following the effective date of termination. 

10.

MISCELLANEOUS 

10.1

Notices. 

10.2

Successors and Assigns. 

10.3

Interpretation. 

10.4

Entire Agreement. 

10.5

Information Concerning Deposits at Bank. 

(a)

Under U.S. federal law, deposit accounts that the Customer maintains in Bank’s foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation.  In the event of Bank’s liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks. 

(b)

Bank’s London Branch is a participant in the UK Financial Services Compensation Scheme (the "FSCS"), and the following terms apply to the extent any amount standing to the credit of the Cash Account is deposited in one or more deposit accounts at Bank’s London Branch.  The terms of the FSCS offer protection in connection with deposits to certain types of claimants to whom Bank’s London Branch provides services in the event that they suffer a financial loss as a direct consequence of Bank’s London Branch being unable to meet any of its obligations and, subject to the FSCS rules regarding eligible deposits, the Customer may have a right to claim compensation from the FSCS.  Subject to the FSCS rules, the maximum compensation payable by the FSCS, as at the date of this Agreement, in relation to eligible deposits is £85,000. 

(c)

In the event that Bank incurs a loss attributable to Country Risk with respect to any cash balance it maintains on deposit at a Subcustodian or other correspondent bank in regard to its global custody or trust businesses in the country where the Subcustodian or other correspondent bank is located, Bank may set such loss off against Customer’s Cash Account to the extent that such loss is directly attributable to Customer’s investments in that market. 

10.6

Confidentiality. 

10.7

Data Privacy and Security. 

10.8

Business Continuity and Disaster Recovery. 

10.9

Insurance. 

10.10

Governing Law and Jurisdiction, Certification of Residency. 

10.11

Severability and Waiver. 

(a)

If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired. 

(b)

Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced. 

10.12

Counterparts. 

EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO 

By:  

/s/ Thomas J. Higgins 

Name: 

Thomas J. Higgins 

Title: 

Chief Financial Officer 

JPMORGAN CHASE BANK, N.A. 

By: 

/s/ Teresa Heitsenrether 

Name: 

Teresa Heitsenrether 

Title: 

Managing Director 

MARKET 

SUBCUSTODIAN 

CASH CORRESPONDENT BANK 

ARGENTINA 

HSBC Bank Argentina S.A.
Bouchard 680, 9th Floor
C1106ABJ Buenos Aires
ARGENTINA 

HSBC Bank Argentina S.A.
Buenos Aires 

AUSTRALIA 

JPMorgan Chase Bank, N.A.**
Level 31, 101 Collins Street
Melbourne 3000
AUSTRALIA 

Australia and New Zealand Banking Group Ltd.
Melbourne 

AUSTRIA 

UniCredit Bank Austria AG
Julius Tandler Platz   3
A 1090 Vienna
AUSTRIA 

J.P. Morgan AG**
Frankfurt am Main 

BAHRAIN 

HSBC Bank Middle East Limited
Road No 2832
Al Seef 428
BAHRAIN 

HSBC Bank Middle East Limited
Al Seef 

BANGLADESH 

Standard Chartered Bank
Portlink Tower
Level 6, 67 Gulshan Avenue
Gulshan
Dhaka  1212
BANGLADESH 

Standard Chartered Bank
Dhaka 

BELGIUM 

BNP Paribas Securities Services S.C.A.
Central Plaza Building
Rue de Loxum, 25
7th Floor
1000 Brussels
BELGIUM 

J.P. Morgan A.G.**
Frankfurt am Main 

BERMUDA 

HSBC Bank Bermuda Limited
6 Front Street
Hamilton HM 11
BERMUDA 

HSBC Bank Bermuda Limited
Hamilton 

BOTSWANA 

Standard Chartered Bank Botswana Limited
5th Floor, Standard House
P.O. Box 496
Queens Road, The Mall
Gaborone
BOTSWANA 

Standard Chartered Bank Botswana Limited
Gaborone 

BRAZIL 

J.P. Morgan S.A. DTVM**
Av. Brigadeiro Faria Lima, 3729, Floor 06
Sao Paulo SP 04538 905
BRAZIL 

J.P. Morgan S.A. DTVM**
Sao Paulo 

BULGARIA 

Citibank Europe plc
Serdika Offices
10th Floor
48 Sitnyakovo Blvd
Sofia 1505
BULGARIA 

ING Bank N.V.
Sofia 

CANADA 

Canadian Imperial Bank of Commerce
1 York Street, Suite 900
Toronto Ontario M5J 0B6
CANADA

Royal Bank of Canada
155 Wellington Street West,
Toronto Ontario M5V 3L3
CANADA 

Royal Bank of Canada
Toronto 

CHILE 

Banco Santander Chile
Bandera 140, Piso 4
Santiago
CHILE 

Banco Santander Chile
Santiago 

CHINA A SHARE 

HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA 

HSBC Bank (China) Company Limited
Shanghai 

CHINA B SHARE 

HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA 

JPMorgan Chase Bank, N.A.**
New York

JPMorgan Chase Bank, N.A.**
Hong Kong 

CHINA CONNECT 

JPMorgan Chase Bank, N.A.**
48th Floor, One Island East
18 Westlands Road, Quarry Bay
HONG KONG 

JPMorgan Chase Bank, N.A.**
Hong Kong 

COLOMBIA 

Cititrust Colombia S.A.
Carrera 9 A #  99 02, 3rd floor
Bogota
COLOMBIA 

Cititrust Colombia S.A.
Bogotá 

*COSTA RICA* 

Banco BCT, S.A.
150 Metros Norte de la Catedral Metropolitana
Edificio BCT
San Jose
COSTA RICA 

Banco BCT, S.A.
San Jose 

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* 

CROATIA 

Privredna banka Zagreb d.d.
Radnicka cesta 50
10000 Zagreb
CROATIA 

Zagrebacka banka d.d.
Zagreb 

CYPRUS 

HSBC Bank plc
109 111, Messogian Ave.
115 26 Athens
GREECE 

J.P. Morgan AG**
Frankfurt am Main 

CZECH REPUBLIC 

UniCredit Bank Czech Republic and Slovakia, a.s.
BB Centrum   FILADELFIE
Zeletavska 1525 1
140 92 Prague 1
CZECH REPUBLIC 

Ceskoslovenska obchodni banka, a.s.
Prague 

DENMARK 

Nordea Bank AB (publ)
Christiansbro
Strandgade 3
P.O. Box 850
DK 0900 Copenhagen
DENMARK 

Nordea Bank AB (publ)
Copenhagen 

EGYPT 

Citibank, N.A.
4 Ahmed Pasha Street
Garden City
Cairo
EGYPT 

Citibank, N.A.
Cairo 

ESTONIA 

Swedbank AS
Liivalaia 8
15040 Tallinn
ESTONIA 

J.P. Morgan AG**
Frankfurt am Main 

FINLAND 

Nordea Bank AB (publ)
Aleksis Kiven katu 3 5
FIN 00020 NORDEA Helsinki
FINLAND 

J.P. Morgan AG**
Frankfurt am Main 

FRANCE 

BNP Paribas Securities Services S.C.A.
3, rue d'Antin
75002 Paris
FRANCE 

J.P. Morgan AG**
Frankfurt am Main 

GERMANY 

Deutsche Bank AG
Alfred Herrhausen Allee 16 24
D 65760 Eschborn
GERMANY

J.P. Morgan AG#**
Taunustor 1 (TaunusTurm)
60310 Frankfurt am Main
GERMANY
# Custodian for local German custody clients only. 

J.P. Morgan AG**
Frankfurt am Main 

GHANA 

Standard Chartered Bank Ghana Limited
Accra High Street
P.O. Box 768
Accra
GHANA 

Standard Chartered Bank Ghana Limited
Accra 

GREECE 

HSBC Bank plc
Messogion 109 111
11526 Athens
GREECE 

J.P. Morgan AG**
Frankfurt am Main 

HONG KONG 

JPMorgan Chase Bank, N.A.**
48th Floor, One Island East
18 Westlands Road, Quarry Bay
HONG KONG 

JPMorgan Chase Bank, N.A.**
Hong Kong 

HUNGARY 

Deutsche Bank AG
Hold utca 27
H 1054 Budapest
HUNGARY 

ING Bank N.V.
Budapest 

*ICELAND* 

Islandsbanki hf.
Kirkjusandur 2
IS 155 Reykjavik
ICELAND 

Islandsbanki hf.
Reykjavik 

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* 

INDIA 

JPMorgan Chase Bank, N.A.**
6th Floor, Paradigm ‘B’ Wing
Mindspace, Malad (West)
Mumbai 400 064
INDIA 

JPMorgan Chase Bank, N.A.**
Mumbai 

INDONESIA 

PT Bank HSBC Indonesia
Menara Mulia 25th Floor
Jl. Jendral Gatot Subroto Kav. 9 11
Jakarta 12930
INDONESIA 

PT Bank HSBC Indonesia
Jakarta 

IRELAND 

JPMorgan Chase Bank, N.A.**
25 Bank Street, Canary Wharf
London E14 5JP
UNITED KINGDOM 

J.P. Morgan AG**
Frankfurt am Main 

ISRAEL 

Bank Leumi le Israel B.M.
35, Yehuda Halevi Street
65136 Tel Aviv
ISRAEL 

Bank Leumi le Israel B.M.
Tel Aviv 

ITALY 

BNP Paribas Securities Services S.C.A.
Piazza Lina Bo Bardi, 3
20124 Milan
ITALY 

J.P. Morgan AG**
Frankfurt am Main 

JAPAN 

Mizuho Bank, Ltd.
2 15 1, Konan
Minato ku
Tokyo 108 6009
JAPAN

The Bank of Tokyo Mitsubishi UFJ, Ltd.
1 3 2 Nihombashi Hongoku cho
Chuo ku
Tokyo 103 0021
JAPAN 

JPMorgan Chase Bank, N.A.**
Tokyo 

JORDAN 

Standard Chartered Bank
Shmeissani Branch
Al Thaqafa Street
Building # 2
P.O. Box 926190
Amman
JORDAN 

Standard Chartered Bank
Amman 

KAZAKHSTAN 

JSC Citibank Kazakhstan
Park Palace, Building A, Floor 2
41 Kazybek Bi
Almaty 050010
KAZAKHSTAN 

Subsidiary Bank Sberbank of Russia Joint Stock Company
Almaty 

KENYA 

Standard Chartered Bank Kenya Limited
Chiromo
48 Westlands Road
Nairobi 00100
KENYA 

Standard Chartered Bank Kenya Limited
Nairobi 

KUWAIT 

HSBC Bank Middle East Limited
Kuwait City, Sharq Area
Abdulaziz Al Sager Street
Al Hamra Tower, 37F
Safat 13017
KUWAIT 

HSBC Bank Middle East Limited
Safat 

LATVIA 

Swedbank AS
Balasta dambis 1a
Riga LV 1048
LATVIA 

J.P. Morgan AG**
Frankfurt am Main 

LITHUANIA 

AB SEB Bankas
12 Gedimino pr.
LT 2600 Vilnius
LITHUANIA 

J.P. Morgan AG**
Frankfurt am Main 

LUXEMBOURG 

BNP Paribas Securities Services S.C.A.
33, Rue de Gasperich
L 5826 Hesperange
LUXEMBOURG 

J.P. Morgan AG**
Frankfurt am Main 

*MALAWI* 

Standard Bank Limited, Malawi
1st Floor Kaomba House
Cnr Glyn Jones Road & Victoria Avenue
Blantyre
MALAWI 

Standard Bank Limited, Malawi
Blantyre 

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* 

MALAYSIA 

HSBC Bank Malaysia Berhad
2 Leboh Ampang
12th Floor, South Tower
50100 Kuala Lumpur
MALAYSIA 

HSBC Bank Malaysia Berhad
Kuala Lumpur 

MAURITIUS 

The Hongkong and Shanghai Banking Corporation Limited
HSBC Centre
18 Cybercity
Ebene
MAURITIUS 

The Hongkong and Shanghai Banking Corporation Limited
Ebene 

MEXICO 

Banco Nacional de Mexico, S.A.
Act. Roberto Medellin No. 800 3er Piso Norte
Colonia Santa Fe
01210 Mexico, D.F.
MEXICO 

Banco Santander (Mexico), S.A.
Mexico, D.F. 

MOROCCO 

Société Générale Marocaine de Banques
55 Boulevard Abdelmoumen
Casablanca 20100
MOROCCO 

Attijariwafa Bank S.A.
Casablanca 

NAMIBIA 

Standard Bank Namibia Limited
2nd Floor, Town Square Building
Corner of Werner List and Post Street Mall
P.O. Box 3327
Windhoek
NAMIBIA 

The Standard Bank of South Africa Limited
Johannesburg 

NETHERLANDS 

BNP Paribas Securities Services S.C.A.
Herengracht 595
1017 CE Amsterdam
NETHERLANDS 

J.P. Morgan AG**
Frankfurt am Main 

NEW ZEALAND 

JPMorgan Chase Bank, N.A.**
Level 13, 2 Hunter Street
Wellington 6011
NEW ZEALAND 

Westpac Banking Corporation
Wellington 

NIGERIA 

Stanbic IBTC Bank Plc
Plot 1712
Idejo Street
Victoria Island
Lagos
NIGERIA 

Stanbic IBTC Bank Plc
Lagos 

NORWAY 

Nordea Bank AB (publ)
Essendropsgate 7
P.O. Box 1166
NO 0107 Oslo
NORWAY 

Nordea Bank AB (publ)
Oslo 

OMAN 

HSBC Bank Oman S.A.O.G.
2nd Floor Al Khuwair
P.O. Box 1727 PC 111
Seeb
OMAN 

HSBC Bank Oman S.A.O.G.
Seeb 

PAKISTAN 

Standard Chartered Bank (Pakistan) Limited
P.O. Box 4896
Ismail Ibrahim Chundrigar Road
Karachi 74000
PAKISTAN 

Standard Chartered Bank (Pakistan) Limited
Karachi 

PERU 

Citibank del Perú S.A.
Av. Canaval y Moreryra 480 Piso 3
San Isidro
Lima 27
PERU 

Banco de Crédito del Perú
Lima 

PHILIPPINES 

The Hongkong and Shanghai Banking Corporation Limited
7/F HSBC Centre
3058 Fifth Avenue West
Bonifacio Global City
1634 Taguig City
PHILIPPINES 

The Hongkong and Shanghai Banking Corporation Limited
Taguig City 

POLAND 

Bank Handlowy w. Warszawie S.A.
ul. Senatorska 16
00 923 Warsaw
POLAND 

mBank S.A.
Warsaw 

PORTUGAL 

BNP Paribas Securities Services S.C.A.
Avenida D.João II, Lote 1.18.01, Bloco B,
7º andar
1998 028 Lisbon
PORTUGAL 

J.P. Morgan AG**
Frankfurt am Main 

QATAR 

HSBC Bank Middle East Limited
2nd Floor, Ali Bin Ali Tower
Building 150 (Airport Road)
P.O. Box 57
Doha
QATAR 

The Commercial Bank (P.Q.S.C.)
Doha 

ROMANIA 

Citibank Europe plc
145 Calea Victoriei
1st District
010072 Bucharest
ROMANIA 

ING Bank N.V.
Bucharest 

RUSSIA 

J.P. Morgan Bank International (Limited Liability Company)**
10, Butyrsky Val
White Square Business Centre
Floor 12
Moscow 125047
RUSSIA 

JPMorgan Chase Bank, N.A.**
New York 

SAUDI ARABIA 

HSBC Saudi Arabia
2/F HSBC Building
7267 Olaya Street North, Al Murooj
Riyadh 12283 2255
SAUDI ARABIA 

HSBC Saudi Arabia
Riyadh 

SERBIA 

Unicredit Bank Srbija a.d.
Rajiceva 27 29
11000 Belgrade
SERBIA 

Unicredit Bank Srbija a.d.
Belgrade 

SINGAPORE 

DBS Bank Ltd
10 Toh Guan Road
DBS Asia Gateway, Level 04 11 (4B)
608838
SINGAPORE 

Oversea Chinese Banking Corporation
Singapore 

SLOVAK REPUBLIC 

UniCredit Bank Czech Republic and Slovakia, a.s.
Sancova 1/A
SK 813 33 Bratislava
SLOVAK REPUBLIC 

J.P. Morgan AG**
Frankfurt am Main 

SLOVENIA 

UniCredit Banka Slovenija d.d.
Smartinska 140
SI 1000 Ljubljana
SLOVENIA 

J.P. Morgan AG**
Frankfurt am Main 

SOUTH AFRICA 

FirstRand Bank Limited
1 Mezzanine Floor, 3 First Place, Bank City
Cnr Simmonds and Jeppe Streets
Johannesburg 2001
SOUTH AFRICA 

The Standard Bank of South Africa Limited
Johannesburg 

SOUTH KOREA 

Standard Chartered Bank Korea Limited
47 Jongro, Jongro Gu
Seoul 03160
SOUTH KOREA

Kookmin Bank Co., Ltd.
84, Namdaemun ro, Jung gu
Seoul 100 845
SOUTH KOREA 

Standard Chartered Bank Korea Limited
Seoul



Kookmin Bank Co., Ltd.
Seoul 

SPAIN 

Santander Securities Services, S.A.
Ciudad Grupo Santander
Avenida de Cantabria, s/n
Edificio Ecinar, planta baja
Boadilla del Monte
28660 Madrid
SPAIN 

J.P. Morgan AG**
Frankfurt am Main 

SRI LANKA 

The Hongkong and Shanghai Banking Corporation Limited
24 Sir Baron Jayatillaka Mawatha
Colombo 1
SRI LANKA 

The Hongkong and Shanghai Banking Corporation Limited
Colombo 

SWEDEN 

Nordea Bank AB (publ)
Hamngatan 10
SE 105 71 Stockholm
SWEDEN 

Svenska Handelsbanken
Stockholm 

SWITZERLAND 

UBS Switzerland AG
45 Bahnhofstrasse
8021 Zurich
SWITZERLAND 

UBS Switzerland AG
Zurich 

TAIWAN 

JPMorgan Chase Bank, N.A.**
8th Floor, Cathay Xin Yi Trading Building
No. 108, Section 5, Xin Yi Road
Taipei 11047
TAIWAN 

JPMorgan Chase Bank, N.A.**
Taipei 

*TANZANIA* 

Stanbic Bank Tanzania Limited
Stanbic Centre
Corner Kinondoni and A.H. Mwinyi Roads
P.O. Box 72648
Dar es Salaam
TANZANIA 

Stanbic Bank Tanzania Limited
Dar es Salaam 

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* 

THAILAND 

Standard Chartered Bank (Thai) Public Company Limited
14th Floor, Zone B
Sathorn Nakorn Tower
90 North Sathorn Road Bangrak
Silom, Bangrak
Bangkok 10500
THAILAND 

Standard Chartered Bank (Thai) Public Company Limited
Bangkok 

TRINIDAD AND TOBAGO 

Republic Bank Limited
9 17 Park Street
Port of Spain
TRINIDAD AND TOBAGO 

Republic Bank Limited
Port of Spain 

TUNISIA 

Banque Internationale Arabe de Tunisie, S.A.
70 72 Avenue Habib Bourguiba
P.O. Box 520
Tunis 1000
TUNISIA 

Banque Internationale Arabe de Tunisie, S.A.
Tunis 

TURKEY 

Citibank A.S.
Inkilap Mah., Yilmaz Plaza
O. Faik Atakan Caddesi No: 3
34768 Umraniye, Istanbul
TURKEY 

JPMorgan Chase Bank, N.A.**
Istanbul 

UGANDA 

Standard Chartered Bank Uganda Limited
5 Speke Road
P.O. Box 7111
Kampala
UGANDA 

Standard Chartered Bank Uganda Limited
Kampala 

*UKRAINE* 

PJSC Citibank
16 G Dilova Street
03150 Kiev
UKRAINE 

PJSC Citibank
Kiev

JPMorgan Chase Bank, N.A.**
New York 

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* 

UNITED ARAB EMIRATES   ADX 

HSBC Bank Middle East Limited
Emaar Square, Level 4, Building No. 5
P.O. Box 502601
Dubai
UNITED ARAB EMIRATES 

The National Bank of Abu Dhabi
Abu Dhabi 

UNITED ARAB EMIRATES   DFM 

HSBC Bank Middle East Limited
Emaar Square, Level 4, Building No. 5
P.O. Box 502601
Dubai
UNITED ARAB EMIRATES 

The National Bank of Abu Dhabi
Abu Dhabi 

UNITED ARAB EMIRATES   NASDAQ DUBAI 

HSBC Bank Middle East Limited
Emaar Square, Level 4, Building No. 5
P.O. Box 502601
Dubai
UNITED ARAB EMIRATES 

JPMorgan Chase Bank, N.A. **
New York 

UNITED KINGDOM 

JPMorgan Chase Bank, N.A.**
25 Bank Street, Canary Wharf
London E14 5JP
UNITED KINGDOM

Deutsche Bank AG Depository and Clearing Centre
10 Bishops Square
London E1 6EG
UNITED KINGDOM 

JPMorgan Chase Bank, N.A.**
London



Varies by currency 

UNITED STATES 

JPMorgan Chase Bank, N.A.**
4 New York Plaza
New York NY 10004
UNITED STATES 

JPMorgan Chase Bank, N.A.**
New York 

URUGUAY 

Banco Itaú Uruguay S.A.
Zabala 1463
11000 Montevideo
URUGUAY 

Banco Itaú Uruguay S.A.
Montevideo 

VENEZUELA 

Citibank, N.A.
Avenida Casanova
Centro Comercial El Recreo
Torre Norte, Piso 19
Caracas 1050
VENEZUELA 

Citibank, N.A.
Caracas 

VIETNAM 

HSBC Bank (Vietnam) Ltd.
Centre Point
106 Nguyen Van Troi Street
Phu Nhuan District
Ho Chi Minh City
VIETNAM 

HSBC Bank (Vietnam) Ltd.
Ho Chi Minh City 

*WAEMU BENIN, BURKINA FASO, GUINEA BISSAU, IVORY COAST, MALI, NIGER, SENEGAL, TOGO* 

Standard Chartered Bank Côte d’Ivoire SA
23 Boulevard de la Republique 1
01 B.P. 1141
Abidjan 17
IVORY COAST 

Standard Chartered Bank Côte d’Ivoire SA
Abidjan 

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* 

ZAMBIA 

Standard Chartered Bank Zambia Plc
Standard Chartered House
Cairo Road
P.O. Box 32238
Lusaka 10101
ZAMBIA 

Standard Chartered Bank Zambia Plc
Lusaka 

*ZIMBABWE* 

Stanbic Bank Zimbabwe Limited
Stanbic Centre, 3rd Floor
59 Samora Machel Avenue
Harare
ZIMBABWE 

Stanbic Bank Zimbabwe Limited
Harare 

*RESTRICTED SERVICE ONLY.  PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION* 

** J.P. Morgan affiliate 

Correspondent banks are listed for information only. 

This document is for information only and its contents are subject to change.  This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan.  J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. 

Market 

Depository 

Instruments 

ARGENTINA 

CVSA
(Caja de Valores S.A.) 

Equity, Corporate Debt, Government Debt 

AUSTRALIA 

ASX Settlement
(ASX Settlement Pty Limited)

Austraclear
(Austraclear Limited) 

Equity


Corporate Debt, Government Debt 

AUSTRIA 

OeKB CSD GmbH
(Oesterreichische Kontrollbank CSD GmbH) 

Equity, Corporate Debt, Government Debt 

BAHRAIN 

CSD
(Bahrain Bourse - Clearing, Settlement and Central Depository) 

Equity, Corporate Debt 

BANGLADESH 

BB
(Bangladesh Bank)

CDBL
(Central Depository Bangladesh Limited) 

Government Debt


Equity, Corporate Debt 

BELGIUM 

Euroclear Belgium
(Euroclear Belgium SA/NV)

NBB
(The National Bank of Belgium) 

Equity, Corporate Debt


Corporate Debt, Government Debt 

BERMUDA 

BSD
(Bermuda Stock Exchange - Bermuda Securities Depository) 

Equity, Corporate Debt, Government Debt 

BOTSWANA 

BoB
(Bank of Botswana)

CSDB
(Central Securities Depository of Botswana Ltd) 

Government Debt


Equity, Corporate Debt 

BRAZIL 

BM&FBOVESPA
(B3 S.A. -  BM&FBOVESPA)

CETIP
(B3 S.A. - CETIP)

SELIC
(Banco Central do Brasil - Sistema Especial de Liquidação e Custódia) 

Equity


Corporate Debt


Government Debt 

BULGARIA 

CDAD
(Central Depository AD)

BNB
(Bulgarian National Bank) 

Equity, Corporate Debt


Government Debt 

CANADA 

CDS Clearing
(CDS Clearing and Depository Services Inc.) 

Equity, Corporate Debt, Government Debt 

CHILE 

DCV
(Depósito Central de Valores S.A.) 

Equity, Corporate Debt, Government Debt 

CHINA A-SHARE 

CSDCC
(China Securities Depository and Clearing Corporation Limited)

SCH
(Shanghai Clearing House)

CCDC
(China Central Depository & Clearing Co., Ltd.) 

Equity, Corporate Debt, Government Debt



Short-term Corporate Debt


Corporate Debt, Government Debt 

CHINA B-SHARE 

CSDCC
(China Securities Depository and Clearing Corporation Limited) 

Equity 

CHINA CONNECT 

HKSCC - for China Connect
(Hong Kong Securities Clearing Company Limited) 

Equity 

COLOMBIA 

DCV
(Banco de la Républica de Colombia - Depósito Central de Valores)

DECEVAL
(Depósito Centralizado de Valores de Colombia S.A.) 

Government Debt



Equity, Corporate Debt, Government Debt 

COSTA RICA 

InterClear
(InterClear, S.A.) 

Equity, Corporate Debt, Government Debt 

CROATIA 

SKDD
(Središnje klirinško depozitarno društvo d.d.) 

Equity, Corporate Debt, Government Debt 

CYPRUS 

CDCR
(Cyprus Stock Exchange - Central Depository and Central Registry) 

Equity, Corporate Debt, Government Debt 

CZECH REPUBLIC 

CNB
(Ceská národní banka)

CDCP
(Centrální depozitár cenných papíru, a.s.) 

Short-Term Corporate Debt, Short-Term Government Debt

Equity, Long-Term Corporate Debt, Long-Term Government Debt 

DENMARK 

VP
(VP Securities A/S) 

Equity, Corporate Debt, Government Debt 

EGYPT 

MCDR
(Misr for Central Clearing, Depository and Registry)

CBE
(Central Bank of Egypt) 

Equity, Corporate Debt, Treasury Bonds



Treasury Bills 

ESTONIA 

ECSD
(Eesti Väärtpaberikeskus AS) 

Equity, Corporate Debt, Government Debt 

FINLAND 

Euroclear Finland
(Euroclear Finland Oy) 

Equity, Corporate Debt, Government Debt 

FRANCE 

Euroclear France
(Euroclear France SA) 

Equity, Corporate Debt, Government Debt 

GERMANY 

CBF
(Clearstream Banking AG) 

Equity, Corporate Debt, Government Debt 

GHANA 

CSD
(Central Securities Depository (GH) Ltd.) 

Equity, Corporate Debt, Government Debt 

GREECE 

BoG
(Bank of Greece)

ATHEXCSD
(Hellenic Central Securities Depository) 

Government Debt


Equity, Corporate Debt 

HONG KONG 

HKSCC
(Hong Kong Securities Clearing Company Limited)

CMU
(Hong Kong Monetary Authority - Central Moneymarkets Unit) 

Equity, Corporate Debt, Government Debt



Corporate Debt, Government Debt 

HUNGARY 

KELER
(Központi Elszámolóház és Értéktár (Budapest) Zrt.) 

Equity, Corporate Debt, Government Debt 

ICELAND 

Nasdaq CSD Iceland hf.
(Nasdaq verðbréfamiðstöð hf.) 

Equity, Corporate Debt, Government Debt 

INDIA 

NSDL
(National Securities Depository Limited)

CDSL
(Central Depository Services (India) Limited)

RBI
(Reserve Bank of India) 

Equity, Corporate Debt


Equity, Corporate Debt



Government Debt 

INDONESIA 

KSEI
(PT Kustodian Sentral Efek Indonesia)

BI
(Bank Indonesia) 

Equity, Corporate Debt, Government Debt*
(*acts as sub-registry)

Government Debt 

INTERNATIONAL SECURITIES MARKET 

Euroclear Bank
(Euroclear Bank SA/NV)

CBL
(Clearstream Banking S.A.) 

Internationally Traded Debt, Equity


Internationally Traded Debt, Equity 

IRELAND 

EUI
(Euroclear U.K. & Ireland Limited) 

Equity, Corporate Debt 

ISRAEL 

TASE-CH
(Tel-Aviv Stock Exchange Clearing House Ltd.) 

Equity, Corporate Debt, Government Debt 

ITALY 

Monte Titoli
(Monte Titoli S.p.A.) 

Equity, Corporate Debt, Government Debt 

JAPAN 

JASDEC
(Japan Securities Depository Center, Incorporated)

BOJ
(Bank of Japan) 

Equity, Corporate Debt



Government Debt 

JORDAN 

SDC
(Securities Depository Center) 

Equity, Corporate Debt 

KAZAKHSTAN 

KACD
(Central Securities Depository Joint-Stock Company) 

Equity, Corporate Debt, Government Debt 

KENYA 

CDS
(Central Bank of Kenya - Central Depository System)

CDSC
(Central Depository and Settlement Corporation Limited) 

Government Debt



Equity, Corporate Debt 

KUWAIT 

KCC
(The Kuwait Clearing Company K.S.C.) 

Equity, Corporate Debt 

LATVIA 

LCD
(Latvian Central Depository) 

Equity, Corporate Debt, Government Debt 

LITHUANIA 

CSDL
(Central Securities Depository of Lithuania) 

Equity, Corporate Debt, Government Debt 

LUXEMBOURG 

CBL
(Clearstream Banking S.A.) 

Equity, Corporate Debt, Government Debt 

MALAYSIA 

Bursa Depository
(Bursa Malaysia Depository Sdn Bhd)

BNM
(Bank Negara Malaysia) 

Equity, Corporate Debt


Government Debt 

MAURITIUS 

CDS
(Central Depository & Settlement Co. Ltd)

BOM
(Bank of Mauritius) 

Equity, Corporate Debt


Government Debt 

MEXICO 

Indeval
(S.D. Indeval S.A. de C.V.) 

Equity, Corporate Debt, Government Debt 

MOROCCO 

Maroclear
(Maroclear) 

Equity, Corporate Debt, Government Debt 

NETHERLANDS 

Euroclear Nederland
(Euroclear Nederland) 

Equity, Corporate Debt, Government Debt 

NEW ZEALAND 

NZCSD
(New Zealand Central Securities Depository Limited) 

Equity, Corporate Debt, Government Debt 

NIGERIA 

CSCS
(Central Securities Clearing System Plc)

CBN
(Central Bank of Nigeria) 

Equity, Corporate Debt


Government Debt 

NORWAY 

VPS
(Verdipapirsentralen ASA) 

Equity, Corporate Debt, Government Debt 

OMAN 

MCD
(Muscat Clearing and Depository Co. (S.A.O.C)) 

Equity, Corporate Debt, Government Debt 

PAKISTAN 

SBP
(State Bank of Pakistan)

CDC
(Central Depository Company of Pakistan Limited) 

Government Debt


Equity, Corporate Debt 

PERU 

CAVALI
(CAVALI S.A. I.C.L.V.) 

Equity, Corporate Debt, Government Debt 

PHILIPPINES 

PDTC
(Philippine Depository and Trust Corporation)

RoSS
(Bureau of Treasury - Registry of Scripless Securities) 

Equity, Corporate Debt



Government Debt 

POLAND 

KDPW
(Krajowy Depozyt Papierów Wartosciowych S.A.)

RPW
(National Bank of Poland - Registry of Securities) 

Equity, Corporate Debt, Long-Term Government Debt


Short-Term Government Debt 

PORTUGAL 

INTERBOLSA
(Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.) 

Equity, Corporate Debt, Government Debt 

QATAR 

QCSD
(Qatar Central Securities Depository) 

Equity, Government Debt 

ROMANIA 

CD S.A.
(Central Depository S.A.)

NBR
(National Bank of Romania) 

Equity, Corporate Debt


Government Debt 

RUSSIA 

NSD
(National Settlement Depository) 

Equity, Corporate Debt, Government Debt 

SAUDI ARABIA 

SDCC
(Securities Depository Center Company) 

Equity, Corporate Debt, Government Debt 

SERBIA 

CSD
(Central Securities Depository and Clearing House) 

Equity, Corporate Debt, Government Debt 

SINGAPORE 

CDP
(The Central Depository (Pte) Limited)

MAS
(Monetary Authority of Singapore) 

Equity, Corporate Debt, Government Securities

Government Securities 

SLOVAK REPUBLIC 

CDCP
(Centrálny depozitár cenných papierov SR, a.s.) 

Equity, Corporate Debt, Government Debt 

SLOVENIA 

KDD
(Centralna klirinško depotna družba d.d.) 

Equity, Corporate Debt, Government Debt 

SOUTH AFRICA 

Strate
(Strate (Pty) Limited) 

Equity, Corporate Debt, Government Debt 

SOUTH KOREA 

KSD
(Korea Securities Depository) 

Equity, Corporate Debt, Government Debt 

SPAIN 

IBERCLEAR
(Sociedad de Sistemas) 

Equity, Corporate Debt, Government Debt 

SRI LANKA 

CDS
(Central Depository Systems (Pvt.) Ltd.)

LankaSecure
(Central Bank of Sri Lanka - LankaSecure) 

Equity, Corporate Debt


Government Debt 

SWEDEN 

Euroclear Sweden
(Euroclear Sweden AB) 

Equity, Corporate Debt, Government Debt 

SWITZERLAND 

SIS
(SIX SIS AG) 

Equity, Corporate Debt, Government Debt 

TAIWAN 

TDCC
(Taiwan Depository and Clearing Corporation)

CBC
(Central Bank of the Republic of China (Taiwan)) 

Equity, Corporate Debt



Government Debt 

TANZANIA 

CDS
(Dar es Salaam Stock Exchange Central Depository System) 

Equity, Corporate Debt 

THAILAND 

TSD
(Thailand Securities Depository Company Limited) 

Equity, Corporate Debt, Government Debt 

TRINIDAD AND TOBAGO 

TTCD
(Trinidad and Tobago Central Depository Limited) 

Equity, Corporate Debt, Government Debt 

TUNISIA 

Tunisie Clearing
(Tunisie Clearing) 

Equity, Corporate Debt, Government Debt 

TURKEY 

CBRT
(Türkiye Cumhuriyet Merkez Bankasi A.S.)

CRA
(Merkezi Kayit Kurulusu A.S.) 

Government Debt



Equity, Corporate Debt, Government Debt 

UGANDA 

CSD
(Bank of Uganda - Central Securities Depository)

SCD
(Uganda Securities Exchange - Securities Central Depository) 

Government Debt



Equity, Corporate Debt 

UKRAINE 

NDU
(National Depository of Ukraine) 

Equity, Corporate Debt 

UNITED ARAB EMIRATES - ADX 

ADX
(Abu Dhabi Securities Exchange) 

Equity, Corporate Debt, Government Debt 

UNITED ARAB EMIRATES - DFM 

DFM
(Dubai Financial Market) 

Equity, Corporate Debt, Government Debt 

UNITED ARAB EMIRATES - NASDAQ DUBAI 

NASDAQ Dubai
(NASDAQ Dubai Limited) 

Corporate Debt 

UNITED KINGDOM 

EUI
(Euroclear U.K. & Ireland Limited) 

Equity, Corporate Debt, Government Debt 

UNITED STATES 

FRB
(Federal Reserve Bank)

DTC
(Depository Trust Company) 

Government Debt, Mortgage Backed Securities

Equity, Corporate Debt 

URUGUAY 

BCU
(Banco Central del Uruguay) 

Government Debt 

VENEZUELA 

CVV
(Caja Venezolana de Valores, S.A.)

BCV
(Banco Central de Venezuela) 

Equity, Corporate Debt


Government Debt 

VIETNAM 

VSD
(Vietnam Securities Depository) 

Equity, Corporate Debt, Government Debt 

WAEMU - BENIN, BURKINA FASO, GUINEA-BISSAU, IVORY COAST, MALI, NIGER, SENEGAL, TOGO 

DC/BR
(Le Dépositaire Central / Banque de Règlement) 

Equity, Corporate Debt, Government Debt 

ZAMBIA 

LuSE CSD
(Lusaka Stock Exchange Central Shares Depository)

BoZ
(Bank of Zambia) 

Equity, Corporate Debt, Treasury Bonds



Government Debt 

ZIMBABWE 

CDC
(Chengetedzai Depository Company Limited) 

Equity 

This document is for information only and its contents are subject to change.  This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan.  J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby. 

JPMORGAN CHASE BANK, N.A. 

EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO 

/s/ Thomas J. Higgins 

By: 

By:  

Name: 

Name: 

Thomas J. Higgins 

Title: 

Title: 

Chief Financial Officer 

1.

Information Concerning Deposits at Bank.  Section 10.5(c) of the Agreement is hereby deleted in its entirety and replaced with the following: 

2.

Exhibit 1.  Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following: 

Vanguard PRIMECAP Fund 

Vanguard Explorer Fund 

Vanguard Equity Income Fund 

Vanguard PRIMECAP Core Fund 

Vanguard Capital Opportunity Fund 

Vanguard Global Equity Fund 

Vanguard Strategic Equity Fund 

Vanguard Strategic Small-Cap Equity Fund 

Vanguard Extended Market Index Fund 

Vanguard 500 Index Fund 

Vanguard Large-Cap Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Small Cap Growth Index Fund 

Vanguard Small Cap Value Index Fund 

Vanguard Value Index Fund 

Vanguard Institutional Index Fund 

Vanguard Institutional Total Stock Market Index Fund 

Vanguard Capital Value Fund 

Vanguard U.S. Value Fund 

Vanguard Morgan Growth Fund 

Vanguard Growth and Income Fund 

Vanguard Structured Broad Market Fund 

Vanguard Structured Large-Cap Equity Fund 

Vanguard Explorer Value Fund 

Vanguard Russell 1000 Index Fund 

Vanguard Russell 1000 Value Index Fund 

Vanguard Russell 1000 Growth Index Fund 

Vanguard Russell 2000 Index Fund 

Vanguard Russell 2000 Value Index Fund 

Vanguard Russell 2000 Growth Index Fund 

Vanguard Russell 3000 Index Fund 

Vanguard Dividend Growth Fund 

Vanguard Energy Fund 

Vanguard REIT Index Fund 

Vanguard Emerging Markets Select Stock Fund 

Vanguard International Value Fund 

Vanguard Balanced Portfolio 

Vanguard Capital Growth Portfolio 

Vanguard Diversified Value Portfolio 

Vanguard Equity Income Portfolio 

Vanguard Equity Index Portfolio 

Vanguard Growth Portfolio 

Vanguard Mid-Cap Index Portfolio 

Vanguard REIT Index Portfolio 

Vanguard Small Company Growth Portfolio 

Vanguard International Portfolio 

Vanguard Global Minimum Volatility Fund 

Vanguard High Dividend Yield Index Fund 

Vanguard Mid-Cap Growth Fund 

Vanguard Selected Value Fund 

Vanguard Windsor Fund 

Vanguard Windsor II Fund 

Vanguard Consumer Discretionary Index Fund 

Vanguard Consumer Staples Index Fund 

Vanguard Energy Index Fund 

Vanguard FTSE Social Index Fund 

Vanguard Financials Index Fund 

Vanguard Health Care Index Fund 

Vanguard Information Technology Index Fund 

Vanguard Materials Index Fund 

Vanguard Mega Cap Index Fund 

Vanguard Mega Cap Growth Index Fund 

Vanguard Mega Cap Value Index Fund 

Vanguard Telecommunications Services Index Fund 

Vanguard U.S. Growth Fund 

Vanguard Utilities Index Fund 

3.

Miscellaneous.  Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.   

JPMORGAN CHASE BANK, N.A. 

EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO 

/s/ Brian Eckert 

/s/ Thomas J. Higgins 

By: 

By: 

Name: 

Brian Eckert 

Name: 

Thomas J. Higgins 

Title: 

Executive Director 

Title: 

Chief Financial Officer 

1.

Exhibit 1.  Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following: 

Vanguard Global Credit Bond Fund 

Vanguard PRIMECAP Fund 

Vanguard Explorer Fund 

Vanguard Equity Income Fund 

Vanguard PRIMECAP Core Fund 

Vanguard Capital Opportunity Fund 

Vanguard Global Equity Fund 

Vanguard Strategic Equity Fund 

Vanguard Strategic Small-Cap Equity Fund 

Vanguard Extended Market Index Fund 

Vanguard 500 Index Fund 

Vanguard Large-Cap Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Small Cap Growth Index Fund 

Vanguard Small Cap Value Index Fund 

Vanguard Value Index Fund 

Vanguard Institutional Index Fund 

Vanguard Institutional Total Stock Market Index Fund 

Vanguard Capital Value Fund 

Vanguard U.S. Value Fund 

Vanguard Morgan Growth Fund 

Vanguard Growth and Income Fund 

Vanguard Structured Broad Market Fund 

Vanguard Structured Large-Cap Equity Fund 

Vanguard Explorer Value Fund 

Vanguard Russell 1000 Index Fund 

Vanguard Russell 1000 Value Index Fund 

Vanguard Russell 1000 Growth Index Fund 

Vanguard Russell 2000 Index Fund 

Vanguard Russell 2000 Value Index Fund 

Vanguard Russell 3000 Index Fund 

Vanguard Dividend Growth Fund 

Vanguard Energy Fund 

Vanguard Real Estate Index Fund 

Vanguard Emerging Markets Select Stock Fund 

Vanguard International Value Fund 

Vanguard Balanced Portfolio 

Vanguard Capital Growth Portfolio 

Vanguard Diversified Value Portfolio 

Vanguard Equity Income Portfolio 

Vanguard Equity Index Portfolio 

Vanguard Growth Portfolio 

Vanguard Mid-Cap Index Portfolio 

Vanguard REIT Index Portfolio 

Vanguard Small Company Growth Portfolio 

Vanguard International Portfolio 

Vanguard Global Minimum Volatility Fund 

Vanguard High Dividend Yield Index Fund 

Vanguard Mid-Cap Growth Fund 

Vanguard Selected Value Fund 

Vanguard Windsor Fund 

Vanguard Windsor II Fund 

Vanguard Consumer Discretionary Index Fund 

Vanguard Consumer Staples Index Fund 

Vanguard Energy Index Fund 

Vanguard FTSE Social Index Fund 

Vanguard Financials Index Fund 

Vanguard Health Care Index Fund 

Vanguard Industrials Index Fund 

Vanguard Information Technology Index Fund 

Vanguard Materials Index Fund 

Vanguard Mega Cap Index Fund 

Vanguard Mega Cap Growth Index Fund 

Vanguard Mega Cap Value Index Fund 

Vanguard Communication Services Index Fund 

Vanguard U.S. Growth Fund 

2.

Miscellaneous.  Except as modified by this Amendment, the Agreement shall remain unmodified, in full force and effect and all terms and conditions of the Agreement are hereby incorporated into and made part of this Amendment as if fully set forth herein.   

JPMORGAN CHASE BANK, N.A. 

EACH OF THE OPEN-END MANAGEMENT INVESTMENT COMPANIES LISTED ON EXHIBIT 1 HERETO 

/s/ Alan Liang 

/s/ John Bendl 

By:                      

By: 

Name: 

Alan Liang 

Name: 

John Bendl  

Title: 

Vice President 

Title: 

Chief Accounting Officer 

Controller  

3.

Exhibit 1.  Exhibit 1 to the Agreement is hereby deleted in its entirety and replaced with the following: 

Vanguard Global Credit Bond Fund 

Vanguard PRIMECAP Fund 

Vanguard Explorer Fund 

Vanguard Equity Income Fund 

Vanguard PRIMECAP Core Fund 

Vanguard Capital Opportunity Fund 

Vanguard Global Equity Fund 

Vanguard Strategic Equity Fund 

Vanguard Strategic Small-Cap Equity Fund 

Vanguard Extended Market Index Fund 

Vanguard 500 Index Fund 

Vanguard Large-Cap Index Fund 

Vanguard Mid-Cap Index Fund 

Vanguard Small Cap Growth Index Fund 

Vanguard Small Cap Value Index Fund 

Vanguard Value Index Fund 

Vanguard Institutional Index Fund 

Vanguard Institutional Total Stock Market Index Fund 

Vanguard Capital Value Fund 

Vanguard U.S. Value Fund 

Vanguard Morgan Growth Fund 

Vanguard Growth and Income Fund 

Vanguard Structured Broad Market Fund 

Vanguard Structured Large-Cap Equity Fund 

Vanguard Explorer Value Fund 

Vanguard Russell 1000 Index Fund 

Vanguard Russell 1000 Value Index Fund 

Vanguard Russell 1000 Growth Index Fund 

Vanguard Russell 2000 Value Index Fund 

Vanguard Russell 2000 Growth Index Fund 

Vanguard Russell 3000 Index Fund 

Vanguard Dividend Growth Fund 

Vanguard Energy Fund 

Vanguard Real Estate Index Fund 

Vanguard Emerging Markets Select Stock Fund 

Vanguard International Value Fund 

Vanguard Balanced Portfolio 

Vanguard Capital Growth Portfolio 

Vanguard Diversified Value Portfolio 

Vanguard Equity Income Portfolio 

Vanguard Equity Index Portfolio